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EXHIBIT
99.2
November 28, 2007
Exxon Mobil Corporation
Extended Provisions for Restricted Stock
Agreements
1.
Effective Date and Issuance of Restricted Stock .
If Grantee completes, signs, and returns the signature page
of this Agreement to the Corporation in Dallas County, Texas,
U.S.A. on or before March 9, 2008, this Agreement will become
effective the date the Corporation receives and accepts the
signature page in Dallas County, Texas, U.S.A. After this
Agreement becomes effective, the Corporation will, subject to
paragraph 5, issue to Grantee, on a restricted basis as explained
below, the number of shares of the Corporation's common stock
specified on the signature page.
2.
Conditions . If issued, the shares of
restricted stock will be subject to the provisions of this
Agreement, and to such regulations and requirements as the
administrative authority of the Program may establish from time to
time. The shares will be issued only on the condition that
Grantee accepts such provisions, regulations, and requirements.
3.
Restrictions and Risk of Forfeiture . During
the applicable restricted periods specified in paragraph 4 of this
Agreement,
(a) the shares under restriction may not be sold,
assigned, transferred, pledged, or otherwise disposed of or
encumbered, and any attempt to do so will be null and void; and
(b) the shares under restriction may be forfeited
as provided in paragraph 6.
4.
Restricted Periods . The restricted periods
will commence at issuance and, unless the shares have been
forfeited earlier under paragraph 6, will expire as follows,
whether or not Grantee is still an employee:
(a) with respect to 50% of the shares, on
November 28, 2012; and
(b) with respect to the remaining shares, on
the later to occur of
(i) November 28, 2017, or
(ii) the first day of the calendar year immediately
following the year in which Grantee terminates;
except
that
(c) the restricted periods will automatically
expire with respect to all shares on the death of Grantee.
5.
No
Obligation to Issue Restricted Stock . The Corporation will
have no obligation to issue the restricted stock and will have no
other obligation to Grantee with respect to the subject matter of
this Agreement if Grantee fails to complete, sign, and return the
signature page of this Agreement on or before March 9, 2008.
In addition, whether or not Grantee has completed, signed,
and returned the signature page, the Corporation will have no
obligation to issue the restricted stock and will have no other
obligation to Grantee with respect to the subject matter of this
Agreement if, before the shares are actually issued:
(a)
Grantee
terminates (other than by death) before standard retirement time
within the meaning of the Program, except to the extent the
administrative authority of the Program determines Grantee may
receive restricted stock under this Agreement; or
(b)
Grantee is
determined to have engaged in detrimental activity within the
meaning of the Program; or
(c)
Grantee
fails to provide the Corporation with cash for any required taxes
due at issuance of the shares, if Grantee is required to do so
under paragraph 7.
6.
Forfeiture of Shares After Issuance . Until the
applicable restricted period specified in paragraph 4 has expired,
the shares under restriction will be forfeited or subject to
forfeiture in the following circumstances:
(a) Termination . If Grantee
terminates (other than by death) before standard retirement time
within the meaning of the Program, all shares for which the
applicable restricted periods have not expired will be
automatically forfeited and reacquired by the Corporation as of the
date of termination, except to the extent the administrative
authority determines Grantee may retain restricted stock issued
under this Agreement.
(b) Detrimental activity . If
Grantee is determined to have engaged in detrimental activity
within the meaning of the Program, either before or after
termination, all shares for which the applicable restricted periods
have not expired will be automatically forfeited and reacquired by
the Corporation as of the date of such determination.
(c) Attempted transfer . The
shares are subject to forfeiture in the discretion of the
administrative authority if Grantee attempts to sell, assign,
transfer, pledge, or otherwise dispose of or encumber them during
the applicable restricted periods.
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7.
Taxes . Notwithstanding the restrictions on
transfer that otherwise apply, the Corporation in its sole
discretion may withhold shares, either at the time of issuance, at
the time the applicable restricted periods expire, o
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