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EXHIBIT10.16
This AIRCRAFT TIME SHARE LEASE AGREEMENT (the “Agreement”) is made and
entered into as of August 29, 2023 (the “Effective Date”) between Exxon Mobil Corporation, a
New Jersey corporation, (hereinafter referred to as the “Time Share Lessor”) and Darren W.
Woods (hereinafter referred to as the “Time Share Lessee”).Time Share Lessor and Time Share
Lessee will be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A.Time Share Lessor has the right of possession of the Aircraft, equipped with
engines and components, as described in Exhibit A, attached and made a part of this Agreement,
(the “Aircraft”).
B.TimeShare Lessor employsafully qualified flight crewto operate the Aircraft.
C.To provide for the safety and security of Time Share Lessee in his capacity as
Time Share Lessor’s Chairman and Chief Executive Officer and to maximize Time Share
Lessee’s ability to carry out the responsibilities of his position, Time Share Lessor has
determined it is appropriate for Time Share Lessor to enter into this Agreement to make the
Aircraft available to Time Share Lessee under the terms and conditions set forth in this
Agreement.
D.Time Share Lessor therefore desires to lease to Time Share Lessee, and Time
Share Lessee desires to lease from the Time Share Lessor the Aircraft with flight crew on a non-
exclusive time-sharing basis, in accordance with and as defined in sections 91.501 (b)(6) and
(c)(1) of the Federal Aviation Administration Regulations (“FARs”).
E.This Agreement sets forth the understanding of the Parties as to the terms under
which Time Share Lessor may provide Lessee with the use, on a periodic basis, of the Aircraft
operated by Time Share Lessor.
F.The use of the Aircraft under this Agreement will at all times be pursuant to and
in full compliance with the requirements of sections 91.501(b)(6), 91.501(c)(1), and 91.501(d) of
the FARs and Time Share Lessee agrees to use the Aircraft under such terms and conditions set
forth herein for the carriage of Time Share Lessee and his guests pursuant to a time sharing
agreement as defined in §91.501(c)(1) of the FARs.
The partieshereby agree asfollows:
SECTIONONE
TimeShareof Aircraft
1.1In consideration of the amounts to be charged as set forth below, Time Share
Lessee agrees to lease the Aircraft with a fully qualified flight crew from Time Share Lessor
from time to time after the Effective Date for the term described in Section Two below at such
times as the Time Share Lessor does not require the use of the Aircraft. The express intent of the
partiesheretoisthatthisAgreementshallconstitutea“TimeSharingAgreement”assuchtermis
defined in §91.501(c)(1) of the FARs. The Aircraft shall be operated hereunder pursuant to the
termsof§91.501(b)(6)oftheFARsunderwhichtheTimeShareLessorwillleasetheAircraft
and provide the flight crew to Time Share Lessee for the carriage of Time Share Lessee and his
guests.If any provision of this Agreement is determined to be inconsistent with any applicable
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requirements of the FARs, such provision shall be deemed amended in any respect necessary to
bring it into compliance with such requirements.
1.2NothingcontainedhereinshallobligateTimeShareLesseetoanyminimumusage
of the Aircraft, it being understood that Time Share Lessee’s usage shall be on an “as-needed”
and“as-available”basis.Further,TimeShareLesseeacknowledgesthateachAircraftisleasedto
the Time Share Lessee hereunder on a non-exclusive basis, and that all Aircraft will be subject to
use by the Time Share Lessor.
1.3Time Share Lessee shall make all requests for use of the Aircraft pursuant to this
Agreement to the Time Share Lessor. Time Share Lessor shall advise Time Share Lessee of the
identity of the person or department representative responsible for receiving such requests. Time
Share Lessor shall be responsible for scheduling the use by Time Share Lessee of the Aircraft.
1.4TimeShareLesseerepresents,warrants,andcovenantstoTimeShareLessor that:
(a)Time Share Lessee shall use the Aircraft for his personal use and shall not
use the Aircraft for the purposes of providing transportation of passengers or cargo in air
commerce for compensation or hire, and shall not accept any reimbursement from a passenger or
otherwise for charges for air transportation of passengers or cargo under this Agreement;
(b)During the term of this Agreement, Time Share Lessee shall abide by and
conform to all such laws, governmental, and airport orders, rules, and regulations that are in
effect from time to time relating in any way to the operation and use of the Aircraft by the Time
Share Lessee.
1.5Time Share Lessee shall provide Time Share Lessor with notice of his desire to
use the Aircraft and proposed flight schedules as far in advance of any given flight as possible,
and in any case, in advance of Time Share Lessee’s planned departure. Requests for flight time
will be in a form, whether written or oral, mutually convenient to and agreed upon by the Parties.
In addition to the proposed schedules and flight times Time Share Lessee shall provide at least
the following information for each proposed flight at some time prior to scheduled departure as
required by the Time Share Lessor or Time Share Lessor’s flight crew:
(a)Proposeddeparturepoint;
(b)Destination;
(c)Dateand time of flight;
(d)The number and identity of anticipated passengers and relationship to the
Time Share Lessee;
(e)The date and time of return flight, if any;
(f)Forinternationaltrips,passportinformationand
Customs-required information for all passengers; and
(g)Any other information concerning the proposed flight that may be
pertinent or required by Time Share Lessor or Time Share Lessor’s flight crew,
including whether Time Share Lessee· requests any food and beverages, passenger
ground transportation, or access to airline lounges.
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1.6Time Share Lessor shall notify Time Share Lessee as to whether the requested use
of the Aircraft can be accommodated and, if not, the Parties shall discuss alternatives.
1.7The Time Share Lessor’s use of the Aircraft will take precedence over Time Share
Lessee’s use.
1.8Any maintenance and inspection of the Aircraft takes precedence over scheduling
of the Aircraft. However, the Time Share Lessor may, but is not obligated to, permit Time Share
Lessee to use the Aircraft if such maintenance or inspection can be safely deferred in accordance
with applicable laws and regulations and the Pilot in Command agrees the flight can be
conducted safely.
1.9Time Share Lessor has and will maintain sole and exclusive authority over the
scheduling of Time Share Lessee’s use of the Aircraft.
1.10Individual aircraft may be added and become subject to this Agreement, and/or
may be removed from the applicability of this Agreement, from time to time by the Time Share
Lessor by (a) replacing Exhibit A with an updated list of Aircraft that are subject to this
Agreement, (b) mailing a copy of said updated list of Aircraft to the Technical Section of the
FAA Civil Aircraft Registry at the address provided on the cover of this Agreement, and (c)
providing a copy of said updated list of Aircraft to the Time Share Lessee.
1.11Without limiting the generality of paragraph 1.10, in the event the Time Share
Lessor from time to time sells any individual Aircraft listed on Exhibit A, such Aircraft shall,
upon the transfer of title to such Aircraft, be deemed immediately removed from the applicability
of this Agreement regardless of whether such Aircraft is specifically removed from Exhibit A.
1.12Anytime a new Aircraft is added to Exhibit A and becomes subject to this
Agreement, at least 48 hours prior to the first flight of such newly added Aircraft to be conducted
under this Agreement, Time Share Lessor shall provide Time Share Lessee with a complete
Flight Standards District Office (FSDO) Notice, substantially in the form attached hereto as
Exhibit B with respect to such Aircraft for signature, and shall deliver the completed FSDO
Notice by email or hand delivery to the FAA FSDO located nearest to the departure airport of
said first flight of such Aircraft. Alternatively, Time Share Lessor shall notify the appropriate
FSDO by telephone of the same information and shall mail the FSDO Notice to the appropriate
FSDO within two business days thereafter.
1.13Time Share Lessor shall not be liable to Time Share Lessee or any other person
for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew
pursuant to this Agreement for any reason.
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SECTIONTWO
Term
2.1This Agreement shall remain in full force and effect from the Effective Date until
terminated. Either party may at any time terminate this Agreement for any reason whatsoever
upon thirty (30) days written notice to the other party as provided in Section 14 of this
Agreement; provided that this Agreement may be terminated on such shorter notice with respect
to the Aircraft as may be required to comply with applicable laws, regulations, insurance
requirements, or if Time Share Lessor sells or transfers the Aircraft.
SECTIONTHREE
Payments
3.1Time Share Lessor shall be responsible for all costs and expenses of owning,
operating, and maintaining the Aircraft. Time Share Lessee shall compensate Time Share Lessor
for the use of the Aircraft in amounts agreed upon from time to time between the parties,
provided, however, in no event shall any amounts be charged by Time Share Lessor or paid
by Time Share Lessee hereunder that are not specifically authorized by §91.501(d) of the
FARs, nor shall the aggregate charges for any flight exceed the amounts specifically
authorized by §91.501(d) of the FARs.
3.2All such payments and other sums payable hereunder shall be absolute and
unconditional and are not subject to any abatement, setoff, or counterclaim.
SECTIONFOUR
TimeShareLessor
4.1TimeShareLessorshallfurnishfullyqualifiedandproperlycertifiedpilotsforthe
Aircraft. Such pilots are responsible for operating the Aircraft within FAA regulations and Time
Share Lessor’s policies (including without limitation insurance policies) at all times during
which a flight is made by or on behalf of Time Share Lessee under this Agreement. In any event,
the flight crew shall be and remain under the exclusive command and control of the Time Share
Lessor in all phases of all flights conducted hereunder.
4.2Time Share Lessor shall have possession, command, dominion, and control of the
Aircraft. Time Share Lessor shall have complete and exclusive responsibility for (i) scheduling,
dispatching, conducting, and terminating any flight of the Aircraft on behalf of Time Share
Lessee, (ii) the physical and technical operation of the Aircraft, and (iii) the safe performance of
all flights. The Parties expressly agree that Time Share Lessor shall have and maintain
operational control of the Aircraft for all purposes (including flights) of the FARs.
4.3Notwithstanding the foregoing, the Pilot-in-Command of each flight shall have
thefinalauthoritywithrespecttomattersconcerningthepreparationoftheAircraftforflightand
for the flight itself, including: (i) the load carried and its distribution; (ii) the initiation or
termination of any flight, (iii) selection of the routing of any flight, (iv) landing determinations,
and; (v) all decisions relating to the operations ofand/or the safety of any flight. Time Share
Lessee specifically agrees that the flight crew has final and complete authority to delay or cancel
any flight for any reason or condition which, in the sole judgment of the Pilot in Command,
could compromise the safety of the flight, and to take any other action which, in the sole
judgementofthePilotinCommand,isnecessitatedbyconsiderationsofsafety.Nosuchaction
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of the Pilot in Command shall create or support any liability to Time Share Lessee or any person
for loss, injury, damages, or delay.
4.4For purposes of this Agreement the permanent base of operation of the Aircraft
will be as set forth in Exhibit A.
SECTIONFIVE
Insurance
5.1Time Share Lessor shall maintain or cause to be maintained in full force and
effect and at Time Share Lessor’s own expense, passenger liability, public liability, third party
property damage, baggage and cargo insurance in such form, for such amounts, and for such
other coverages, and with such insurers as shall be acceptable to Time Share Lessor, insuring
Time Share Lessor and Time Share Lessee as their interests may appear against claims for death
of or injury to persons, or loss of or damage to third party property in connection with the
possession, use, or operation of the Aircraft pursuant to this Agreement.
SECTIONSIX
RiskofLoss
6.1Time Share Lessor shall be liable for any loss or damage to the Aircraft during the
term of this Agreement.
SECTIONSEVEN
RestrictionsonUse
7.1Use of the Aircraft by Time Share Lessee shall be for Time Share Lessee’s own
account and shall be subject to the use limitations set forth in §91.501(b)(6) of the FARs. Time
Share Lessee is hereby expressly prohibited from using the Aircraft for the transportation of
passengers or cargo for compensation or hire.
7.2Time Share Lessee and Time Share Lessor shall only use the Aircraft in
accordance with the terms and provisions of each insurance policy providing coverage. Time
Share Lessee’s flights pursuant to this Agreement may only be in accordance with (including the
geographical limits, set forth in) the insurance policy or policies obtained by Time Share Lessor.
Furthermore, neither Time Share Lessor nor Time Share Lessee shall use the Aircraft in violation
of the FARs or any foreign, Federal, state, territorial or municipal law or regulation.
SECTIONEIGHT
InspectionbyTimeShareLessor
8.1Time Share Lessor shall, at its own expense, at all times during the term of this
Agreement, inspect the Aircraft or cause the Aircraft to be inspected so as to keep the Aircraft
currently certified as airworthy and in good and safe operating order, repair, and condition in
accordance with the Federal Aviation Administration (“FAA”), Department of Transportation
and any other governmental authority, domestic or foreign, having jurisdiction therefor.
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SECTIONNINE
MaintenanceandRepair
9.1Time Share Lessee shall have no right to alter, modify, or make additions or
improvements to the Aircraft. Time Share Lessor shall, at its own expense, at all times during the
term of this Agreement, maintain and inspect the Aircraft or cause the Aircraft to be maintained
and keep the Aircraft currently certified as airworthy and in good and safe operating order,
repair, and condition in accordance with the FAA, Department of Transportation, and any other
governmental authority, domestic or foreign, having jurisdiction therefor. Time Share Lessor
shall maintain the Aircraft or cause the Aircraft to be maintained in accordance with all FAA
issued airworthiness directives, the manufacturer’s operating, inspection, and maintenance
manuals, and all FARs, as they are applicable to the Aircraft.
9.2Time Share Lessee hereby acknowledges that maintenance, repair, and inspection
schedules may make the Aircraft unavailable for use hereunder from time to time. Such
maintenance, repair and inspection schedules shall have priority over Time Share Lessee’s
scheduling requests.
SECTIONTEN
Title
10.1With respect to the Aircraft, registration of, and title to, such Aircraft shall be in
the name of the Time Share Lessor or its lessor, as the case may be, and Time Share Lessor shall
have a valid leasehold interest therein. The Aircraft, at all times during the term of this
Agreement, or any extension, shall bear United States registration markings. All responsibilities
and obligations in regard to the operation of this Aircraft as above owned, registered and marked
shall remain obligations of the Time Share Lessor or its lessor, as the case may be.
SECTIONELEVEN
Paymentof Taxes
11.1Time Share Lessee is responsible for and shall pay (or shall reimburse Time Share
Lessor for) any U.S. Federal Excise Tax or other applicable tax which may be levied or assessed
on Time Share Lessee with respect to a payment or use hereunder upon notice and request by
Time Share Lessor (although any such taxes shall be imposed only to the extent that the payment
relates to taxable air transportation provided to the Time Share Lessee). Time Share Lessor is
responsible for and shall pay all taxes, assessments and charges imposed by any Federal, state,
municipal or other public authority upon or relating to the ownership of the Aircraft during the
term of this Agreement.
SECTIONTWELVE
Assignment
12.1Time Share Lessee shall not assign this Agreement or any interest in the Aircraft,
or sublet the Aircraft, without the prior written consent of Time Share Lessor. Notwithstanding
the foregoing, Time Share Lessee may, without further consent of Time Share Lessor, make the
Aircraft available to his guests pursuant and subject to §91.501(b)(6) of the FARs; subject to the
foregoing, this Agreement inures to the benefit of, and is binding on, the heirs, legal
representatives, successors and assigns of the Parties.
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SECTIONTHIRTEEN
AccidentandClaim
13.1Time Share Lessee shall cooperate to the extent possible with Time Share Lessor
in the event of an accident or incident involving the Aircraft while leased to the Time Share
Lessee. Time Share Lessee shall advise Time Share Lessor of any correspondence, papers,
notices, and documents whatsoever received by Time Share Lessee in connection with any claim
or demand involving or relating to the Aircraft or its operation and shall aid in any investigation
instituted by Time Share Lessor and in the recovery of damages from third persons liable
therefor.
SECTIONFOURTEEN
NoticesandCommunications
14.1All notices under this Agreement (except for notices made purely for flight
scheduling, which are governed by the provisions of Section 1.5 of this Agreement) shall be in
writing and delivered by hand, sent by overnight delivery service or first class United States
mail, certified, postage prepaid, return receipt requested, to the business addresses of the Parties
set forth below at Exxon Mobil Corporation’s principal executive office, or such other address as
a Party may specify to the other Party by further notice pursuant to this Section 14.1: 22777
Springwoods Village Parkway, Spring, Texas 77389.
SECTIONFIFTEEN
Liens
15.1Time Share Lessee shall not assign, sell, transfer or encumber the Aircraft, any
engine, or any part thereof. Time Share Lessee shall not directly or indirectly create, incur,
assume, or suffer to exist any lien on or with respect to the Aircraft, and shall promptly take such
action as may be necessary to discharge any lien created by, through or under Time Share Lessee
if the same shall arise at any time.
SECTIONSIXTEEN
Miscellaneous
16.1This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, excluding its conflict of law provisions.
16.2This Agreement constitutes the entire agreement of the Parties hereto regarding
the subject matter hereof. This Agreement shall not be modified or amended except by a further
written document signed by both Parties. No provision hereof may be waived except by an
agreement in writing signed by the waiving Party. A waiver of any term or provision shall not be
construed as a waiver of any other term or provision.
16.3This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
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SECTIONSEVENTEEN
Truth-in-Leasing
17.1TIME SHARE LESSOR CERTIFIES THAT THE AIRCRAFT DESCRIBED ON
EXHIBIT A HAVE BEEN INSPECTED AND MAINTAINED UNDER 14 C.F.R. PART 91
FOR THE TWELVE MONTHS PRECEDING THE DATE OF THIS AGREEMENT IN
ACCORDANCE WITH THE REQUIREMENTS OF SUCH PART 91 OF THE FAA
REGULATIONS.
17.2THE TIME SHARE LESSOR CERTIFIES THAT DURING THE TERM OF
THIS TIME-SHARE LEASE AGREEMENT AND FOR ALL OPERATIONS CONDUCTED
HEREUNDER, THE AIRCRAFT SHALL BE MAINTAINED AND INSPECTED IN
ACCORDANCE WITH THE REQUIREMENTS OF PART 91 OF THE FAA REGULATIONS.
17.3TIME SHARE LESSOR CERTIFIES THAT THE AIRCRAFT PRESENTLY
COMPLIES WITH THE APPLICABLE MAINTENANCE AND INSPECTION
REQUIREMENTS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS.
17.4TIME SHARE LESSOR, EXXON MOBIL CORPORATION, WHOSE
ADDRESS IS 22777 SPRINGSWOOD VILLAGE PARKWAY, SPRING, TEXAS 77389, AND
WHOSE AUTHORIZED SIGNATURE APPEARS BELOW MUST HAVE AND SHALL
RETAIN OPERATIONAL CONTROL OF THE AIRCRAFT DURING ALL OPERATIONS
CONDUCTED PURSUANT TO THIS TIME SHARE LEASE AGREEMENT. EACH PARTY
TO THIS TIME SHARE LEASE AGREEMENT CERTIFIES THAT IT UNDERSTANDS THE
EXTENT OF ITS RESPONSIBILITIES SET FORTH IN THIS TIME SHARE LEASE
AGREEMENT FOR COMPLIANCE WITH APPLICABLE FAA REGULATIONS.
17.5TIME SHARE LESSOR CERTIFIES THAT IT AS THE OPERATOR WILL
CAUSE THE AIRCRAFT TO BE MAINTAINED AND INSPECTED UNDER 14 CFR PART
91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS TIME-SHARE LEASE
AGREEMENT DURING THE DURATION OF THIS TIMESHARE LEASE AGREEMENT.
17.6TIME SHARE LESSOR, EXXON MOBIL CORPORATION, IS RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR EACH FLIGHT OPERATED
PURSUANT TO THIS AGREEMENT DURING THE TERM HEREOF. BOTH PARTIES
FURTHER CERTIFY THAT THEY UNDERSTAND THEIR RESPONSIBILITIES FOR
COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
17.7THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS
BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS
DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE OR AIR CARRIER
DISTRICT OFFICE.
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INWITNESSWHEREOF,thepartieshaveexecutedthisAircraftTimeShareLease
Agreement effective as of the date first above written.
By:Time Share LessorBy:Time Share Lessee
By:/s/JohnD. BuchananBy:/s/ DarrenW. Woods
Name: John D. BuchananName:DarrenW.Woods
Title: Assistant General Counsel
Dateand time of execution:8/29/23 8:00AM Dateand time of execution:8/29/23 8:00AM
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EXHIBIT A
DESCRIPTIONOFAIRCRAFT
Aircraft: Gulfstream G280
Manufacturer’sSerialNumber:[redacted]
U.S.RegistrationNumber:[redacted]
HomeAirport/PermanentBaseofOperation:IAH,Houston,Texas
Aircraft: Gulfstream G550
Manufacturer’sSerialNumber:[redacted]
U.S.RegistrationNumber:[redacted]
HomeAirport/PermanentBaseofOperation:IAH,Houston,Texas
Aircraft: Gulfstream G650ER
Manufacturer’sSerialNumber:[redacted]
U.S.RegistrationNumber:[redacted]
HomeAirport/PermanentBaseofOperation:IAH,Houston,Texas
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EXHIBITB
To
AircraftTimeShareLeaseAgreement
Dated as of
ByandbetweenExxonMobilCorporation(“TimeShareLessor”)
And
DarrenW.Woods(“TimeShareLessee”)
FSDO Notification Letter
Date:
Via:[Telephonically][HandDelivery]or[Email]
Fax:
FederalAviationAdministration
______________________
[Address]
Re:FAR Section 91.23 FSDO Notification of First Flight under Time Share Lease
Agreement between Exxon Mobil Corporation and Darren W. Woods dated of
[model]Aircraft bearing US registration number Nandserial
number.
Dear :
Pursuant to the requirements of Federal Aviation Regulation Section 91.23(c)(3)
please accept this letter as notification that the undersigned will acquire and take delivery
of a leasehold interest in the above referenced aircraft on the day of , 20,
andthefirstflightoftheaircraftundertheTimeShareLeaseAgreementwilldepartfrom
Airport on the day of , 20 , at approximately
(am/pm)local time.
Sincerely,
______________________________________
DarrenW.Woods,TimeShareLessee