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Imperial Oil Limited
1. Plan Purpose:
The purpose of the Restricted Stock Unit Plan (the "Plan") is to provide an incentive to selected key employees and to nonemployee directors to promote optimum
individual contribution to sustained improvement in the Company's business performance and shareholder value, and to motivate them to remain with the Company, its
wholly owned subsidiaries or a Designated Employer, as these terms are defined in clause 4 of this Plan document.
2. Description of Units:
This incentive is provided by the grant of Restricted Stock Units ("RSU"), which give the Plan participant the right, subject to the terms and conditions herein, to
receive from the Company, upon exercise in the prescribed manner, an amount in respect of each RSU, which is equal to the Exercise Price, as defined in clause 4.
3. Eligibility and Awards:
RSU's will be granted only to key employees and to nonemployee directors of the Company or to key employees of a Designated Employer, as defined in clause 4.
Frequency and level of awards to individual participants will be determined by the Company. Individual awards under this plan will not necessarily be granted annually.
The entitlement to the formula amounts of benefits in clause 2 and clause 6 arises from services rendered from the Grant Date to the date of payment.
In this Plan document, except where the context otherwise indicates, the following definitions apply:
"Company" means Imperial Oil Limited.
"Continued Employment" means continued employment after the RSU Grant Date with any one or more of the Company, its wholly owned
subsidiaries or a Designated Employer, and for nonemployee directors means the period of time while serving as a director of Imperial Oil Limited.
"Designated Employer" means an employer wh