Exhibit 10(iii)(f)
EXXON MOBIL CORPORATION
1997 NONEMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
(as amended and restated effective October 1, 2000)
I. Purpose. The purpose of the 1997 Nonemployee Director Restricted Stock
Plan is to provide ownership of the Corporation's common stock to nonemployee
members of the Board in order to improve the Corporation's ability to attract
and retain highly qualified individuals to serve as directors of the
Corporation; to provide competitive remuneration for Board service; to enhance
the breadth of nonemployee director remuneration; and to strengthen the
commonality of interest between directors and shareholders.
II. Effective Date. The Plan was originally adopted by the Board on
January 29, 1997. The amendment and restatement of the Plan adopted by the
Board on September 27, 2000, shall become effective October 1, 2000.
III. Definitions. In this Plan, the following definitions apply:
(1) "Award" means a restricted stock award granted under this Plan.
(2) "Board" means the Board of Directors of the Corporation.
(3) "Common stock" means Corporation common stock without par value.
(4) "Corporation" means Exxon Mobil Corporation, a New Jersey
corporation.
(5) "Disability" means a medically determinable physical or mental
impairment which renders a participant substantially unable to
function as a director of the Corporation.
(6) "Nonemployee director" means any member of the Corporation's Board
who is not also an employee of the Corporation or of any affiliate
of the Corporation.
(7) "Participant" means each nonemployee director to whom a restricted
stock award is granted under the Plan.
(8) "Plan" means this Exxon Mobil Corporation 1997 Nonemployee Director
Restricted Stock Plan.
(9) "Restricted period" means the period of time from the date of grant
of an award until the restrictions lapse.
(10) "Restricted stock" means any share of common stock granted under
the Plan while subject to restrictions.
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(11) "Share" means a share of common stock of the Corporation issued
and reacquired by the Corporation or previously authorized but
unissued.
IV. Administration. The Board shall administer the Plan. The Chairman of the
Board shall have responsibility to conclusively interpret the provisions of
the Plan and decide all questions of fact arising in its application.
Determinations made with respect to any individual participant shall be made
without participation by that director.
This Plan and all action taken under it shall be governed, as to construction
and administration, by the law of the State of New York.
During the restricted period shares of common stock granted under the Plan are
not subject in whole or in part to attachment, execution, or levy of any kind.
V. Eligibility and Awards.
Each person who becomes a nonemployee director for the first time after
October 1, 2000 shall be granted an award of four thousand (4,000) shares of
restricted stock, effective as of the date such person becomes a nonemployee
director.
Each incumbent nonemployee director on September 27, 2000, who was not
formerly a nonemployee director of Mobil Corporation, shall be granted an
award of four thousand (4,000) shares of restricted stock, effective as of
October 1, 2000.
Commencing with the year 2001, each incumbent nonemployee director shall be
granted an award of twelve hundred (1,200) shares of restricted stock,
effective as of the beginning of each year.
Each incumbent nonemployee director on September 27, 2000, shall be granted an
award of one hundred fifty (150) shares of restricted stock, effective as of
October 1, 2000.
Each award shall be evidenced by a written instrument or agreement executed by
or on behalf of the Corporation and the participant.
VI. Restricted Period. The restricted period shall commence on the date an
award is granted and shall expire upon the earlier to occur of the
participant's termination of service on the Board
after reaching the age, as determined by the Board, at which the
participant is no longer eligible to stand for election, or
by reason of disability or death.
Upon recommendation of the Chairman, the Board shall have the right in its
sole and absolute discretion to bring the restricted period to an earlier
expiration with respect to some or all of the restricted stock of any
individual participant.
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VII. Terms and Conditions of Restricted Stock. A stock certificate
representing the number of shares of restricted stock granted shall be
registered in the participant's name but shall be held in custody by the
Corporation or its agent for the participant's account. Each restricted stock
certificate shall bear a legend giving notice of the restrictions.
Alternatively, in the sole discretion of the Corporation, shares of restricted
stock may be held in book-entry form by the Corporation or its agent for the
participant's account, with appropriate notation of the restrictions made in
the custodian's records. Each participant must also endorse in blank and
return to the Corporation a stock power for the shares of restricted stock.
During the restricted period the participant shall not be entitled to delivery
of certificates for the restricted stock and cannot sell, transfer, assign,
pledge, or otherwise encumber or dispose of the restricted stock. Otherwise
during the restricted period the participant shall have all rights and
privileges of a shareholder with respect to the restricted stock, including
the rights to vote the shares and to receive dividends paid (other than in
stock). If the participant has remained a member of the Board for the entire
restricted period, restrictions shall lapse at the end of the restricted
period. If the participant ceases to be a member of the Board prior to the
expiration of the restricted period, all of the shares of restricted stock
shall be forfeited and all right, title, and interest of the participant to
such shares shall terminate without further obligation on the part of the
Corporation.
At the expiration of the restricted period, one or more stock certificates
free of all restrictions for the number of shares of restricted stock
registered in the name of a participant shall be delivered to that participant
or that participant's estate.
VIII. Regulatory Compliance and Listing. The issuance or delivery of any
shares of restricted stock may be postponed by the Corporation for such period
as may be required to comply with any applicable requirements under the
federal securities laws, any applicable listing requirements of any national
securities exchange, or any requirements under any other law or regulation
applicable to the issuance or delivery of such shares. The Corporation shall
not be obligated to issue or deliver any such shares if the issuance or
delivery thereof shall constitute a violation of any provision of any law or
of any regulation of any governmental authority or any national securities
exchange.
IX. Adjustments. Whenever a stock split, stock dividend, or other relevant
change in capitalization occurs:
the number of shares specified to be granted under this Plan upon first
entitlement and annually thereafter shall be appropriately adjusted, and
any new, additional, or different shares or securities issued with
respect to restricted stock previously awarded under the Plan will be
delivered to and held by the Corporation or its agent for the
participant's account and will be deemed included within the term
restricted stock.
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X. Amendment of the Plan. Upon recommendation of the Chairman, the Board
can from time to time amend this Plan or any provision thereof prospectively
or retroactively, or can cease making further awards hereunder.
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