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XOM Exxon Mobil

Filed: 5 May 21, 2:55pm

EXHIBIT 10(iii)(c.2)
EXXONMOBIL SUPPLEMENTAL PENSION PLAN


1.    Purpose

The purpose of this Plan is to provide payments of equivalent value from the general assets of Exxon Mobil Corporation (“Corporation”) to those participants in the ExxonMobil Pension Plan (“Pension Plan”) who, because of the application of United States Internal Revenue Code (“Code”) sections 415 and 401(a)(17), are precluded from receiving from Pension Plan funded assets all the payments to which they would otherwise be entitled under the Pension Plan's formula.


2.    Benefits

2.1    Eligibility
A person is eligible to receive benefits under this Plan only if the person satisfies any of the following requirements:
(A)    The person becomes a retiree pursuant to section 4.1(A) (relating to age, service and LTD-eligibility requirements) or section 4.1(D) (relating to retiree grow-ins in connection with certain divestments) of the ExxonMobil Common Provisions; or
(B)    The person becomes a qualified plans retiree within the meaning of the ExxonMobil Pension Plan.
2.2    Benefit Formula
For any participant eligible to receive benefits under this Plan, the value of such benefits is an amount that when added to the normal form amount that can be paid to the participant from the Pension Plan produces a sum equal to the total normal form amount to which the participant would be entitled computed under the Pension Plan formula applicable to that participant disregarding any reductions, restrictions, or limitations brought about by the application of Code sections 415 and 401(a)(17). Where relevant, this computation is performed after taking into account any entitlement the participant may have under the Overseas Contributory Annuity Plan. The resulting benefit is expressed in the form of a monthly five-year-certain and life annuity for the life of the participant commencing at the participant’s age 65 (“Normal Retirement Age”).
2.3    Offsets for Other Pension Benefits
A person’s benefit determined under section 2.2 shall be offset, but not below zero, by any benefit payable to the person under
(A)    an offsetting pension that is not qualified under the terms of the U.S. Internal Revenue Code,
(B)    a separation payment offset, or
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(C)    a non-U.S. governmental pension offset,
as such terms are defined under the Pension Plan. The procedure for determining the application of the offsets under this section 2.3 shall be determined in the sole and exclusive discretion of the Plan Administrator.


3.    Payment of Benefits

3.1    Timing of Payment
(A)    In General
Except as provided in paragraph (B) or (C) below, payment of the benefit described in article 2 above shall occur as soon as practicable following the later to occur of the following:
(1)    the person’s retirement from ExxonMobil; or
(2)    in the case of a person who, immediately prior to his or her retirement, has a Classification Level of 35 or above (“Key Employee”), the six-month anniversary of the person’s retirement.
Notwithstanding the above, a person with a Classification Level of 35 whose retirement is approved prior to February 1, 2021, and occurs prior to May 1, 2021 shall not be considered a Key Employee.
(B)    Retirement Prior to Age 55
In the case of a person who retires from ExxonMobil on account of long-term disability prior to the first of the month in which the person attains age 55, payment of the benefit described in article 2 above shall occur on the first of the month in which the person attains age 55, or as soon as practicable thereafter.
3.2    Reduction for Early Commencement
If payments under this Plan commence prior to the month in which the person reaches Normal Retirement Age, they are reduced by applying the early commencement factors specified under the Pension Plan for a benefit commencing at the person’s then age.
3.3    Form of Payment
Payment of the benefit described in article 2 above shall be made in a lump sum that is the actuarial equivalent of the five-year-certain and life annuity calculated under section 2.2(A) or 2.2(B)(1) or the actuarial equivalent of the PSSP benefit calculated under 2.2(B)(2). For this purpose, actuarial equivalence shall be determined by the Plan Administrator using the factors and procedures that are used for the calculation of the lump-sum payment option under the Pension Plan.
3.4    Adjustment for Key Employees
If payment of a Key Employee’s benefit is delayed for six months following termination or retirement because of the requirement set out in section 3.1(A)(2) above, then instead of the lump-sum benefit
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calculated under section 3.3 above, the person shall receive a lump-sum benefit equal to the greater of the following:
(A)    The lump-sum payment that would otherwise have been calculated for the person under section 3.3 above as if he were not a Key Employee, based on the payment date that would have applied to the individual if he were not a Key employee and on the actuarial factors applicable as of such date under the ExxonMobil Pension Plan, plus interest for the period of delayed payment; or
(B)    A lump-sum that is the actuarial equivalent of the person’s five-year-certain and life annuity calculated as of the delayed payment date and using the actuarial factors applicable as of the six-month anniversary of the person’s retirement date.
Interest shall be credited under paragraph (A) above, at a rate equal to the Citibank prime lending rate in effect on the date the person separates from employment.


4.    Death Benefit

4.1    Benefits Payable On Account of Death
(A)    In General
In the event a portion of a pension death benefit or a “career annuity subject to deferred commencement that commences by reason of death” that becomes payable under the terms of the Pension Plan on account of the death of a participant cannot be paid from the Pension Plan because of the application of Code sections 415 and 401(a)(17), a lump-sum death benefit of equivalent value shall be paid to the participant’s beneficiary (as determined under section 4.2 below) under this Plan. For this purpose, equivalent value shall be determined by the Plan Administrator using the factors and procedures that are used for the calculation of similar benefits under the Pension Plan.
(B)    Death Benefit Payable During Post-termination Deferral Period
If a participant who is a Key Employee is entitled to a benefit under Article 2 above on account of his or her retirement, but dies during the six-month period following the person’s retirement, then the person’s benefit to which he or she would otherwise be entitled shall be immediately payable as a lump-sum death benefit of equivalent value to the participant’s beneficiary (determined under section 4.2 below). For this purpose, equivalent value shall be determined by the Plan Administrator using the factors and procedures that are used for the calculation of similar benefits under the Pension Plan.
(C)    Excluded Benefits
Neither the Qualified Joint and Survivor Annuity payment option, nor the Surviving Spouse Annuity benefit, as such are provided for under the Pension Plan, are provided as benefits under this Plan.
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4.2    Designation of Beneficiaries
(A)    In General
A person may name one or more designated beneficiaries to receive the benefits payable under this Plan under section 4.1 above in the event of the person's death. Beneficiary designations shall be made in accordance with such procedures as the Plan Administrator may establish. Spousal consent to any designation is not required.
(B)    Default Beneficiaries
(1)    In General
If no specific designation is in effect, the deceased’s beneficiary is the person or persons in the first of the following classes of successive beneficiaries living at the time of death of the deceased:
(a)    spouse;
(b)    children who survive the participant or who die before the participant leaving children of their own who survive the participant;
(c)    parents;
(d)    brothers and sisters who survive the participant or who die before the participant leaving children of their own who survive the participant.
If there are no members of any class of such beneficiaries, payment is made to the deceased's executors or administrators.
(2)    Allocation among Default Beneficiaries
If the same class of beneficiaries under paragraph (1) above contains two or more persons, they share equally, with further subdivision of such equal shares as next provided. In class (b), where a child dies before the participant leaving children who survive the participant, such child's share is subdivided equally among those children. In class (d), where a brother or sister dies before the participant leaving children who survive the participant, such brother or sister's share is subdivided equally among those children.
(3)    Definitions
For purposes of this section 4.2, "child" means a person's son or daughter by legitimate blood relationship or legal adoption; "parent" means a person's father or mother by legitimate blood relationship or legal adoption; "brother" or "sister" means another child of either or both of one's parents.


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5.    Miscellaneous

5.1    Administration of Plan
The Plan Administrator shall be the Manager, Compensation, Benefit Plans and Policies, Human Resources Department, Exxon Mobil Corporation. The Plan Administrator shall have the right and authority to conclusively interpret this Plan for all purposes, including the determination of any person’s eligibility for benefits hereunder and the resolution of any and all appeals relating to claims by participants or beneficiaries, with any such interpretation being conclusive for all participants and beneficiaries.
5.2    Nature of Payments
Payments provided under this Plan are considered general obligations of the Corporation.
5.3    Assignment or Alienation
Except as provided in section 5.5 below, payments provided under this Plan may not be assigned or otherwise alienated or pledged.
5.4    Amendment or Termination
The Corporation reserves the right to amend or terminate this Plan, in whole or in part, including the right at any time to reduce or eliminate any accrued benefits hereunder and to alter or amend the benefit formula set out herein.
5.5    Forfeiture of Benefits
No person shall be entitled to receive payments under this Plan and any payments received under this Plan shall be forfeited and returned if it is determined by the Corporation in its sole discretion, acting through its chief executive or such person or committee as the chief executive may designate, that a person otherwise entitled to a payment under this Plan or who has commenced receiving payments under this Plan:
(A)    engaged in gross misconduct harmful to the Corporation,
(B)    committed a criminal violation harmful to the Corporation,
(C)    had concealed actions described in paragraph (A) or (B) above which would have brought about termination from employment thereby making the person ineligible for benefits under this Plan,
(D)    separated from service prior to attaining Normal Retirement Age without having received from the Corporation or its delegatee prior written approval for such termination, given in the sole discretion of the Corporation or its delegatee and in the context of recognition that benefits under this Plan would not be forfeited upon such termination, or
(E)    had been terminated for cause.
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