8-KMaterial AgreementsExhibits & Filings

EXXON MOBIL CORP 8-K Report, Material Agreement (Nov 29, 2004)

Filed November 29, 2004For Securities:XOM

Summary

This 8-K filing from Exxon Mobil Corporation, dated November 29, 2004, details the compensation actions taken by the Compensation Committee regarding executive incentive awards for 2004. The report outlines the establishment of a total ceiling for the Short Term Incentive Program and the specific bonuses awarded to the 17 current executive officers. These bonuses are structured to be paid approximately 50% in cash and 50% in Earnings Bonus Unit (EBU) awards, with specific payout conditions tied to cumulative net income per share and settlement timelines. Furthermore, the filing discloses the grant of restricted stock and restricted stock units under the 2003 Incentive Program. A total ceiling of 13 million shares was established, with 1,674,800 shares awarded to the executive officers. The restricted stock comes with significant holding periods, ranging from five to ten years, and includes provisions for forfeiture under certain conditions. These details are crucial for investors to understand the alignment of executive compensation with company performance and the long-term commitment expected from leadership.

Key Highlights

  • 1ExxonMobil established a total ceiling of $184 million for its 2004 Short Term Incentive Program.
  • 2Bonuses totaling $25,213,748 were awarded to 17 current executive officers under the Short Term Incentive Program.
  • 3Short-term incentive bonuses will be paid approximately 50% in cash and 50% in Earnings Bonus Unit (EBU) awards.
  • 4EBUs are tied to ExxonMobil's cumulative net income per common share and have payout conditions based on quarterly announcements and a third anniversary payout date or maximum settlement value.
  • 5A total ceiling of 13 million shares was set for 2004 restricted stock or restricted stock unit grants under the 2003 Incentive Program.
  • 6Restricted stock awards totaling 1,674,800 shares were granted to the 17 current executive officers.
  • 7Restricted stock awards have holding periods of five years for half the shares and ten years or until retirement for the remaining shares, with limited exceptions for acceleration (e.g., death).

Frequently Asked Questions

Bonuses aggregating $25,213,748 were awarded to the Corporation's 17 current executive officers under the Short Term Incentive Program for 2004. This is within a total program ceiling of $184 million.

The bonuses will be settled approximately 50 percent in cash, to be paid by year-end, and approximately 50 percent in the form of Earnings Bonus Unit (EBU) awards. The payout of EBUs is contingent on company performance metrics and has specific timing restrictions.

Each EBU entitles the executive to receive an amount in cash equal to ExxonMobil's cumulative net income per common share as announced each quarter, beginning after the grant. Payout occurs on the third anniversary of the grant date or when the maximum settlement value of $3.25 per unit is reached, whichever is earlier. Payouts cannot be accelerated but may be deferred under limited circumstances.

The restricted stock awards have significant holding periods: half of the shares cannot be sold until five years after the grant date, and the remaining shares cannot be sold until ten years after the grant date or until retirement, whichever is later. These restricted periods cannot be accelerated, except in the event of death. The shares are subject to forfeiture under certain conditions, such as early termination of employment or engaging in detrimental activity (e.g., violating ethics policies or joining a competitor).