Browse EX-10 agreements

PIONEER NATURAL RESOURCES COMPANY

Second Amended and Restated 2006 Long-Term

Incentive Plan, Effective as of May 3, 2024

Section 1. History; Purpose.

Effective as of May 3, 2024, pursuant to an Agreement and Plan of Merger, dated as of October 10, 2023, by and among Pioneer Natural Resources Company (“Pioneer”), Exxon Mobil Corporation (the “Company”) and SPQR, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Pioneer (the “Merger”), with Pioneer surviving as a wholly owned subsidiary of the Company.

In connection with the Merger, the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan, as amended (as amended and restated herein, the “Plan”), was assumed by the Company.

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FIRST AMENDMENT TO THE

EXXON MOBIL CORPORATION

2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

This amendment (this “Amendment”), effective as of July 1, 2026 (the “Amendment Effective Date”), by ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), amends the Exxon Mobil Corporation 2004 Non-Employee Director Restricted Stock Plan (the “Plan”).

WHEREAS, at the 2026 Annual Meeting of Shareholders of Exxon Mobil Corporation (“Exxon”), shareholders of Exxon approved changing Exxon’s legal domicile from the State of New Jersey to the State of Texas (the “Redomiciliation”);

WHEREAS, the Redomiciliation was effectuated on July 1, 2026 by merging Ensign LLC, a Texas limited liability company, with and into Exxon, with Exxon as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”);

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PIONEER NATURAL RESOURCES COMPANY

Second Amended and Restated 2006 Long-Term

Incentive Plan, Effective as of May 3, 2024

Section 1. History; Purpose.

Effective as of May 3, 2024, pursuant to an Agreement and Plan of Merger, dated as of October 10, 2023, by and among Pioneer Natural Resources Company (“Pioneer”), Exxon Mobil Corporation (the “Company”) and SPQR, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Pioneer (the “Merger”), with Pioneer surviving as a wholly owned subsidiary of the Company.

In connection with the Merger, the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan, as amended (as amended and restated herein, the “Plan”), was assumed by the Company.

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2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

I. Purposes

This Plan is intended to help the Corporation attract and retain highly qualified individuals to serve as non-employee directors of the Corporation and to align further the interests of the non-employee directors with the interests of the Corporation’s shareholders by paying a substantial portion of non-employee director compensation in the form of restricted stock or restricted stock units.

II. Definitions

The following definitions apply:

(1) “Administrator” means the Secretary of the Corporation.

(2) “Award” means a grant of restricted stock or restricted stock units under this Plan.

(3) “Board” means the Board of Directors of the Corporation.

(4) “Corporation” means Exxon Mobil Corporation, a New Jersey corporation, or its successors.

(5) “Non-employee director” means any member of the Board who is not an employee of the Corporation or any affiliate of the Corporation.

(6) “Participant” means each non-employee director to whom an award is granted under this Plan.

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EXXON MOBIL CORPORATION

2003 INCENTIVE PROGRAM

(as approved by shareholders May 28, 2003)

I. Purposes

This 2003 Incentive Program is intended to help reward, retain, and motivate selected employees of the Corporation and its affiliates and to align further the interests of those employees with the interests of the Corporation’s shareholders through the grant of stock-based awards.

II. Definitions

The following definitions apply:

(1) ‘Administrative authority’ means the Board, a committee designated by the Board, the Chairman of the Board, or the Chairman’s delegates authorized to administer outstanding awards under this Program, establish requirements and procedures for the operation of the Program, and to exercise other powers assigned to the administrative authority under this Program in accordance with Section III.

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FIRST AMENDMENT TO THE

EXXON MOBIL CORPORATION

2003 INCENTIVE PROGRAM

This amendment (this “Amendment”), effective as of July 1, 2026 (the “Amendment Effective Date”), by ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), amends the Exxon Mobil Corporation 2003 Incentive Program (the “Plan”).

WHEREAS, at the 2026 Annual Meeting of Shareholders of Exxon Mobil Corporation (“Exxon”), shareholders of Exxon approved changing Exxon’s legal domicile from the State of New Jersey to the State of Texas (the “Redomiciliation”);

WHEREAS, the Redomiciliation was effectuated on July 1, 2026 by merging Ensign LLC, a Texas limited liability company, with and into Exxon, with Exxon as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”);

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FIRST AMENDMENT TO THE

PIONEER NATURAL RESOURCES COMPANY

SECOND AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE PLAN

This amendment (this “Amendment”), effective as of July 1, 2026 (the “Amendment Effective Date”), by ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), amends the Pioneer Natural Resources Company Second Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”).

WHEREAS, in accordance with the terms of the Agreement and Plan of Merger, dated October 10, 2023, by and among Exxon Mobil Corporation (“Exxon”), SPQR, LLC, a Delaware limited liability company and wholly owned subsidiary of Exxon, and Pioneer Natural Resources Company, a Delaware corporation, Exxon assumed the Plan and restricted stock units outstanding thereunder and shares of Exxon’s common stock, without par value, became available for awards thereunder;

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2004 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

I. Purposes

This Plan is intended to help the Corporation attract and retain highly qualified individuals to serve as non-employee directors of the Corporation and to align further the interests of the non-employee directors with the interests of the Corporation’s shareholders by paying a substantial portion of non-employee director compensation in the form of restricted stock or restricted stock units.

II. Definitions

The following definitions apply:

(1) “Administrator” means the Secretary of the Corporation.

(2) “Award” means a grant of restricted stock or restricted stock units under this Plan.

(3) “Board” means the Board of Directors of the Corporation.

(4) “Corporation” means Exxon Mobil Corporation, a New Jersey corporation, or its successors.

(5) “Non-employee director” means any member of the Board who is not an employee of the Corporation or any affiliate of the Corporation.

(6) “Participant” means each non-employee director to whom an award is granted under this Plan.

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PIONEER NATURAL RESOURCES COMPANY

Second Amended and Restated 2006 Long-Term

Incentive Plan, Effective as of May 3, 2024

Section 1. History; Purpose.

Effective as of May 3, 2024, pursuant to an Agreement and Plan of Merger, dated as of October 10, 2023, by and among Pioneer Natural Resources Company (“Pioneer”), Exxon Mobil Corporation (the “Company”) and SPQR, LLC, a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Pioneer (the “Merger”), with Pioneer surviving as a wholly owned subsidiary of the Company.

In connection with the Merger, the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan, as amended (as amended and restated herein, the “Plan”), was assumed by the Company.

…

FIRST AMENDMENT TO THE

EXXON MOBIL CORPORATION

2003 INCENTIVE PROGRAM

This amendment (this “Amendment”), effective as of July 1, 2026 (the “Amendment Effective Date”), by ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), amends the Exxon Mobil Corporation 2003 Incentive Program (the “Plan”).

WHEREAS, at the 2026 Annual Meeting of Shareholders of Exxon Mobil Corporation (“Exxon”), shareholders of Exxon approved changing Exxon’s legal domicile from the State of New Jersey to the State of Texas (the “Redomiciliation”);

WHEREAS, the Redomiciliation was effectuated on July 1, 2026 by merging Ensign LLC, a Texas limited liability company, with and into Exxon, with Exxon as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”);

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FIRST AMENDMENT TO THE

PIONEER NATURAL RESOURCES COMPANY

SECOND AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE PLAN

This amendment (this “Amendment”), effective as of July 1, 2026 (the “Amendment Effective Date”), by ExxonMobil Holdings Corporation, a Texas corporation (the “Company”), amends the Pioneer Natural Resources Company Second Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”).

WHEREAS, in accordance with the terms of the Agreement and Plan of Merger, dated October 10, 2023, by and among Exxon Mobil Corporation (“Exxon”), SPQR, LLC, a Delaware limited liability company and wholly owned subsidiary of Exxon, and Pioneer Natural Resources Company, a Delaware corporation, Exxon assumed the Plan and restricted stock units outstanding thereunder and shares of Exxon’s common stock, without par value, became available for awards thereunder;

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EXXON MOBIL CORPORATION

2003 INCENTIVE PROGRAM

(as approved by shareholders May 28, 2003)

I. Purposes

This 2003 Incentive Program is intended to help reward, retain, and motivate selected employees of the Corporation and its affiliates and to align further the interests of those employees with the interests of the Corporation’s shareholders through the grant of stock-based awards.

II. Definitions

The following definitions apply:

(1) ‘Administrative authority’ means the Board, a committee designated by the Board, the Chairman of the Board, or the Chairman’s delegates authorized to administer outstanding awards under this Program, establish requirements and procedures for the operation of the Program, and to exercise other powers assigned to the administrative authority under this Program in accordance with Section III.

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