Executive Severance Plan



 Exhibit No. (10)b 
 KIMBERLY-CLARK CORPORATION 
 EXECUTIVE SEVERANCE PLAN

 As 
 Amended and Restated 
 As of December 31, 2009 
 1. Preamble and Statement of Purpose. The purpose of this Plan is to assure the Corporation that it will have the continued
dedication of, and the availability of objective advice and counsel from, key executives of the Corporation notwithstanding the possibility, threat or occurrence of a change of control of the Corporation. 
 In the event the Corporation receives any proposal from a third person concerning a possible business combination with the Corporation, or
acquisition of the Corporation’s equity securities, or otherwise considers or pursues a transaction that could lead to a change of control, the Committee believes it imperative that the Corporation and the Board of Directors of the Corporation
(the “Board”) be able to rely upon key executives to continue in their positions and be available for advice, if requested, without concern that those individuals might be distracted by the personal uncertainties and risks created by such
a possibility. 
 Should the Corporation receive or consider any such proposal or transaction, in addition to their regular
duties, such key executives may be called upon to assist in the assessment of the proposal or transaction, to advise management and the Board as to whether the proposal or transaction would be in the best interest of the Corporation and its
stockholders, and to take such other actions as the Board might determine to be appropriate. 
 2. Definitions. As used
in this Plan, the following terms shall have the following respective meanings: 
 (a) Agreements:
Executive Severance Agreements in substantially the forms approved by the Committee and attached hereto as Exhibit A (for Tier I Participants) or Exhibit B (for Tier II Participants) which provide for participation and payment under this Plan.

 (b) Annual Bonus Amount: For any Participant, the three year average of the annual awards paid to the
Participant under the Kimberly-Clark Corporation Executive Officer Achievement Award Program or the Kimberly-Clark Corporation Management Achievement Award Program, as applicable, or any successor or additional plan (the “Bonus Program”).
The three year average of the annual awards paid to the Participant will be determined based on the higher of








 
the three year period consisting of either (i) the year in which the Relevant Date occurred (or, if the bonus is not yet paid as of the Relevant Date, for the preceding year) and the two
preceding years or, (ii) the year of the Qualified Termination of Employment (or, if the bonus is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two preceding years. If a Participant has been paid
less than three years of annual awards the Annual Bonus Amount will be determined based on the average dollar amount of the annual awards paid in prior years to the Participant under the Bonus Program. If a Participant has not received any prior
payment of annual awards, the Annual Bonus Amount under the Bonus Program will be determined as follows: 
 (1) For a
Participant classified at the Corporation’s Grade 1 through 4 level, as defined by the Corporation’s compensation department, the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over the prior
three year period to other employees at the same grade level. 
 (2) For a Participant at the GSLT level (except for the Chief
Executive Officer of the Corporation), the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over the prior three year period to Participants at GSLT level. 
 (3) For the Chief Executive Officer of the Corporation, the Annual Bonus Amount shall be based on the average dollar amount of the annual
awards paid over the prior three year period to the previous Chief Executive Officer(s) of the Corporation. 
 Notwithstanding
anything in this Plan to the contrary, this definition may be amended at the discretion of the Committee to allow any amounts payable by the Corporation to comply with the definition of performance based compensation under section 162(m) of the Code
or any successor section (including the rules and regulations promulgated thereunder). 
 (c) Cause: The
term “Cause” shall mean any of the following: 
  

	 	(i)	the commission by the Participant of a felony; 

  

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	 	(ii)	the Participant’s dishonesty, habitual neglect or incompetence in the management of the affairs of the Corporation; or 

  

	 	(iii)	the refusal or failure by the Participant to act in accordance with any lawful directive or order of the Corporation, or an act or failure to act by the Participant
which is in bad faith and which is detrimental to the Corporation. 

 (d) Change of Control:
A “Change of Control” shall be deemed to have taken place upon the first of the following to occur: (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires
shares of the Corporation having 30% or more of the total number of votes that may be cast for the election of directors of the Corporation; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, sale
of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of
the Corporation or any successor to the Corporation. 
 (e) Code: The Internal Revenue Code of 1986, as
amended. 
 (f) Committee: The Management Development and Compensation Committee of the Board. 

(g) Corporation: Kimberly-Clark Corporation and any successor thereto that assumes this Plan and the Agreements
pursuant to Section 13 below. 
 (h) Eligible Executive: Those key executives of the Corporation and
its Subsidiaries who are from time to time designated by the Committee as, or who pursuant to criteria established by the Board or the Committee are, eligible to receive an Agreement. 
 (i) Equity Plans: The Kimberly-Clark Corporation 2001 Equity Participation Plan, the Kimberly-Clark Corporation 1999
Restricted Stock Plan, the Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or additional plans under which a Participant receives stock options, restricted stock or other equity-based compensation. 
 (j) Excise Tax: The excise tax imposed by Section 4999 of the Code, together with any interest or penalties
imposed with respect to such excise tax. 
 (k) Fair Market Value: With respect to any publicly traded
equity security, the reported closing price of such security on the relevant date as reported

  

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on the composite list used by The Wall Street Journal for reporting stock prices, or, if no such sale shall have been made on that day, on the last preceding day on which there was such a
sale; and with respect to any other property, the fair market value thereof as determined by the Committee in good faith. 
 (l) Good Reason: Termination by the Participant for “Good Reason” shall mean the Separation from Service during the two year time period following the initial existence (without the
Participant’s express written consent) of any one of the following conditions: 
  

	 	(i)	A material diminution in the Participant’s base compensation. 

  

	 	(ii)	A material diminution in the Participant’s authority, duties, or responsibilities. 

  

	 	(iii)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that a
Participant report to a corporate officer or employee instead of reporting directly to the board of directors of the Corporation. 

  

	 	(iv)	A material diminution in the budget over which the Participant retains authority. 

  

	 	(v)	A material change in the geographic location at which the Participant must perform the services. 

  

	 	(vi)	Any other action or inaction that constitutes a material breach by the Corporation of any agreement under which the Participant provides services.


 The Participant must provide notice to the Corporation of the existence of any of the above
conditions within a period not to exceed 90 days of the initial existence of the condition, upon the notice of which the Corporation must be provided a period of at least 30 days during which it may remedy the condition and not be required to pay
the amount. 
  

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 The Participant’s right to terminate the Participant’s employment
for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to
act constituting Good Reason hereunder. 
 (m) Multiplier: For a Tier I Participant, two; and for a Tier
II Participant, one. 
 (n) Net After Tax Receipt: The Value of a Payment, net of all taxes imposed on a
Participant with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Participant’s taxable income for the immediately preceding taxable
year. 
 (o) Parachute Value: With respect to a Payment, the present value as of the date of the change of
control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what
extent the Excise Tax will apply to such Payment. 
 (p) Participant: An Eligible Executive who is a party
to an Agreement which has not been terminated in accordance with the terms of this Plan. 
 (q) Payment:
Any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of a Participant, whether paid or payable pursuant to this Plan or otherwise. 
 (r) Qualified Termination of Employment: The separation of Participant’s service with the Corporation and/or its
Subsidiaries either (i) within the two (2) year period following a Change of Control of the Corporation (A) by the Corporation without Cause or, (B) by the Participant with Good Reason, or (ii) by the Corporation without
Cause before a Change of Control, if a Change of Control occurs within one year after such Separation from Service and it is reasonably demonstrated by the Participant that such Separation from Service was at the request of a third party that had
taken steps reasonably calculated to effect a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control. A transfer of employment for administrative purposes among

  

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the Corporation and its Subsidiaries shall not be deemed a Qualified Termination of Employment, but if such a transfer results in the occurrence of Good Reason, the affected Participant shall
have the right to Separate from Service for Good Reason and such separation shall be a Qualified Termination of Employment. 
 (s) Reduced Amount: With respect to a Participant, the greatest aggregate amount of Separation Payments which (a) is less than the sum of all Separation Payments and (b) results in
aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the Participant were paid the sum of all Separation Payments. 
 (t) Relevant Date: In the case of a Qualified Termination of Employment as described in clause (ii) of the
definition of “Qualified Termination of Employment,” the date of such Qualified Termination of Employment and, in all other cases, the date of the Change of Control. 
 (u) Safe Harbor Amount: The portion of the payment to or for the benefit of a Participant that does not constitute an
“excess parachute payment for purposes of Section 280G of the Code. 
 (v) Separation from
Service. Termination of employment with the Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred if the Participant’s services with the Corporation or a Subsidiary is reduced to an annual rate that is 20
percent or less of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period). 
 (w) Separation Payment: With respect to a Participant, a Payment paid or payable to the Participant pursuant to this
Plan or an Agreement (disregarding Section 9 of this Plan). 
 (x) Severance Period: For a Tier I
Participant, the period of two years beginning on the date of the Qualified Termination of Employment; and for a Tier II Participant, the period of one year beginning on the date of the Qualified Termination of Employment. 
 (y) Subsidiary: Any domestic or foreign corporation at least twenty percent (20%) of whose shares normally
entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other Subsidiaries, provided, however, that “at least fifty percent (50%)” shall replace “at least twenty percent (20%)” where there
is not a legitimate business criteria for using such lower percentage. 
  

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 (z) Tier I Participant: A Participant whose Agreement indicates that
he or she is a Tier I Participant. 
 (aa) Tier II Participant: A Participant whose Agreement
indicates that he or she is a Tier II Participant. 
 (bb) Value: With respect to a Payment, the economic
present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code. 
 3. Participation; Agreements. Eligible Executives shall be proffered an Agreement and upon execution and delivery thereof by the
Eligible Executive evidencing such Eligible Executive’s agreement not to voluntarily leave the employ of the Corporation and its Subsidiaries and to continue to render services during the pendency of any threatened Change of Control of the
Corporation, such Eligible Executive shall become a Participant. Each Agreement shall indicate whether the Participant to whom it is proffered will be a Tier I Participant or a Tier II Participant. A Participant shall cease to be a Participant in
the Plan upon the termination of the Participant’s Agreement in accordance with its terms. 
 4. Separation from Service
of Participants. Nothing in this Plan shall be deemed to entitle a Participant to continued employment with the Corporation and its Subsidiaries and the rights of the Corporation to separate a Participant from service shall continue as fully as
though this Plan were not in effect, provided that any Qualified Termination of Employment shall entitle the Participant to the benefits herein provided. In addition, nothing in this Plan shall be deemed to entitle a Participant under this
Plan to any rights, or to payments under this Plan, with respect to any plan in which the Participant was not a participant prior to a Qualified Termination of Employment. 
 5. Payments Upon Qualified Termination of Employment. In the event of a Qualified Termination of Employment of a Participant, a lump
sum cash payment or payments shall be made to such Participant as compensation for services rendered, in an amount or amounts (subject to any applicable payroll or other taxes required to be withheld) equal to the sum of the amounts specified in
subsections (a) through (i) below, such payments to be made within 10 days following the later of the date of Separation from Service or the date of the Change of Control except to the extent not yet calculable, in which case such portions
shall be paid as soon as practicable following the ability to calculate the amount. Notwithstanding the

  

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foregoing, except as provided in Sections 9 and 10, all amounts payable under the terms of this plan shall be payable no later than March 15 of the year following the later of the date of
Separation from Service or the date of the Change of Control. Notwithstanding anything in this Section 5 to the contrary, any amounts which are payable due to amounts the Executive would have been entitled under a deferred compensation plan
required to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder, such amounts shall be payable at the date it would have been payable if the Executive were entitled to this amount under the terms of the
deferred compensation plan. 
 (a) Salary Plus Incentive Compensation. A lump sum amount equal to the
Multiplier times the sum of (a) the Participant’s annual base salary at the rate in effect immediately prior to the Relevant Date or, if higher, immediately before the Qualified Termination of Employment and (b) the Annual Bonus
Amount; 
 (b) Equity Participation Plan - Option Shares (i) Except with respect to incentive stock
options outstanding at the effective date of the Participant’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date, all stock options that were granted to the Participant under any of the Equity
Plans, including but not limited to any substitute plans adopted prior to the Relevant Date (or any successor or additional plan), that were outstanding both on the Relevant Date and immediately before the Qualified Termination of Employment, shall
vest and become exercisable and the Qualified Termination of Employment of the Participant shall be deemed a retirement for purposes of exercising the stock options under the terms of the Equity Plans, and (ii) notwithstanding the foregoing,
with respect to Incentive Stock Options that were outstanding at the effective date of the Participant’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date, and which were forfeited upon the
Participant’s Separation from Service, a lump sum amount equal to the excess of (I) the aggregate Fair Market Value on the date of termination of the shares of common stock of the Corporation or other equity security then subject to such
Incentive Stock Options over (II) the aggregate option price for such shares or other equity security; 
  

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 (c) Restricted Stock. A lump sum amount equal to the sum of
(i) with respect to restricted shares and/or restricted share units granted to the Participant under any of the Equity Plans that were outstanding but not vested on the Relevant Date where such vesting of restricted shares and/or restricted
share units was not determined by the attainment of performance goals, and which are forfeited as a result of the Participant’s Separation from Service, an amount equal to the Fair Market Value of an equivalent number of shares of common stock
of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted) on the date of Separation from Service, (ii) in the event the number of restricted shares and/or restricted
share units was to be determined by the attainment of performance goals according to a schedule determined by the Committee, with respect to a grant prior to 2010, with a performance period starting on or before January 1, 2009, an amount equal
to the Fair Market Value of the number of shares that shall be considered to vest based on the greater of the target level established or the number of shares which would have vested based on the attainment of the Performance Goal as of the end of
the prior year, and (iii) an amount equal to the Average PRSU Payout multiplied by the number of annual PRSU grants with a performance period starting after January 1, 2009 which are forfeited due to the Qualified Termination of
Employment. With respect to any grants with a performance period starting after January 1, 2009 the forfeited restricted shares and/or restricted share units determined by the attainment of performance goals according to a schedule determined
by the Committee will not be paid. For purposes of this subsection (c) the Average PRSU Payout shall mean the three year average of the dollar amount of the restricted shares and/or restricted share units determined by the attainment of
performance goals (the “PRSU’s”) awards paid to the Participant under the Equity Plans, or any successor or additional plan. The three year average of the PRSU’s paid to the Participant will be determined based on the higher of
two dollar amount averages computed during alternative three year periods consisting of either (i) the year in which the Relevant Date occurred (or, if the award is not yet paid as of the Relevant Date, for the preceding year) and the two
preceding years or, (ii) the year of the Qualified Termination of Employment (or, if the award is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two preceding years. If a Participant has been paid
less than three years of PRSU’s the three year average of the PRSU’s paid to the Participant will be determined based on the average dollar amount of the PRSU’s paid in prior years to the Participant under the Equity

  

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Plans, or any successor or additional plan. If a Participant has not received any prior payment of PRSU’s, the Average PRSU Payout under the Equity Plans, or any successor or additional
plan, will be determined as follows: 
 (1) For a Participant classified at the Corporation’s Grade 1
through 4 level, as defined by the Corporation’s compensation department, the Average PRSU Payout shall be calculated based on the prior three year average dollar amount of the PRSU’s paid to other employees at the same grade level.

 (2) For a Participant at the GSLT level (except for the Chief Executive Officer of the Corporation), the
Average PRSU Payout shall be calculated based on the prior three year average dollar amount of the PRSU’s paid to Participants at GSLT level. 
 (3) For the Chief Executive Officer of the Corporation, the Average PRSU Payout shall be calculated based on the prior three year average dollar amount of the PRSU’s paid to the previous Chief
Executive Officer(s) of the Corporation. 
 Notwithstanding anything in this Plan to the contrary, this
definition may be amended at the discretion of the Committee to allow any amounts payable by the Corporation to comply with the definition of performance based compensation under section 162(m) of the Code or any successor section (including the
rules and regulations promulgated thereunder); 
 (d) Successor or Additional Stock Appreciation Right,
Incentive Compensation, and Bonus Plan. A lump sum amount equal to the payment to which the Participant would have been entitled had all amounts awarded or granted to the Participant, vested or matured, under any stock appreciation right,
incentive compensation, and bonus plans, which are adopted after the effective date of the Participant’s Agreement and in which the Participant participates immediately prior to the Relevant Date, including but not limited to any substitute
plans adopted prior to the Relevant Date (or any successor or additional plan), which had not vested or matured as of the date of Separation from Service and will not vest or mature as a result of the Participant’s Separation from Service, such
payment to be determined as though such award or grant had vested or matured on the date of termination of the Participant’s employment; 
  

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 (e) 401(k) and Profit Sharing Plan. A lump sum amount equal to
(a) in the case of a Tier I Participant, the Participant’s maximum matching contribution and an assumed 3% profit sharing contribution under the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (or any successor or additional
plans) and the Kimberly-Clark Corporation Retirement Contribution Excess Benefit Program (or any successor or additional plans) (individually the “EBP” and collectively, the “401(k) and Profit Sharing Plan”) to which the
Participant would have been entitled if he had remained employed by the Corporation for the Severance Period at the rate of annual compensation specified in Section 5(a) above except that the Annual Bonus Amount shall be treated as earned for
the year in which separation occurred and the balance of the Severance Period and no award actually earned in, and paid for, the year in which termination occurred shall be considered, plus (b) for all Participants, the excess of (I) the
benefits under the 401(k) and Profit Sharing Plan to which the Participant would be entitled if the Participant were fully vested in all of his or her benefits under the 401(k) and Profit Sharing Plan at the date of Separation from Service, over
(II) the value of the benefits to which the Participant is actually entitled at the date of termination of employment, based upon the value of the Participant’s account as of the most recent valuation date before the date of the Qualified
Termination of Employment. Notwithstanding anything in Section 5 to the contrary, any amounts under subsection (b) of this subparagraph which are payable due to amounts the Participant would have been entitled under the EBP shall be
payable at the date such amount would have been payable if the Participant were entitled to this amount under the terms of the EBP; and 
 (f) Medical and Dental Benefits. A lump sum amount equal to (a) the amount of the monthly premiums that the Participant would be required to pay, if he or she elected “COBRA”
continuation coverage under the medical and dental plans of the Corporation in which the Participant was participating immediately before the Qualified Termination of Employment, based upon the premium rates in effect as of the date of the Qualified
Termination of Employment, times (b) for a Tier I Participant, 24, and for a Tier II Participant, 12. 
  

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 6. Other Terms and Conditions. The Agreement to be entered into pursuant to this Plan
shall contain such other terms, provisions and conditions not inconsistent with this Plan as shall be determined by the Committee. Where appearing in this Plan or the Agreement, the masculine shall include the feminine and the plural shall include
the singular, unless the context clearly indicates otherwise. 
 7. Non-Assignability. Each Participant’s rights
under this Plan shall be non-transferable except by will or by the laws of descent and distribution. 
 8. Unfunded Plan.
The Plan shall be unfunded. Neither the Corporation nor the Board shall be required to segregate any assets that may at any time be represented by benefits under the Plan. Neither the Corporation nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of the Corporation to any Participant with respect to any benefit shall be based solely upon any contractual obligations created by the Plan and the Agreement; no such obligation shall be deemed to be
secured by any pledge or any encumbrance on any property of the Corporation. 
 9. Certain Reduction of Payments by the
Corporation when Payments Do Not Exceed 110% of the Safe Harbor Amount. 
 (a) This Section 9 shall only
be applicable if it shall be determined that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount. Anything in this Plan to the contrary notwithstanding, in the event Deloitte & Touche LLP or such other
certified public accounting firm designated by the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments would subject a Participant, other than a Participant entitled to a Gross-Up Payment under Section 10
below, to tax under Section 4999 of the Code, it shall determine whether some amount of Separation Payments would meet the definition of a “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, the
aggregate Separation Payments shall be reduced to such Reduced Amount. All fees payable to the Accounting Firm with respect to this Section 9 shall be paid solely by the Corporation. 
 (b) If the Accounting Firm determines that aggregate Separation Payments should be reduced to the Reduced Amount, the
Corporation shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof, and the Participant may then elect, in his or her sole discretion, which and how much of the Separation Payments that are not
required to meet the requirements of Section 409A of the Code and the regulations promulgated

  

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thereunder shall be eliminated or reduced (as long as after such election the Value of the aggregate Separation Payments equals the Reduced Amount), and shall advise the Corporation in writing of
his or her election within ten days of his receipt of notice. If no such election is made by the Participant within such ten-day period, the Corporation may elect which of such Separation Payments that are not required to meet the requirements of
Section 409A of the Code and the regulations promulgated thereunder shall be eliminated or reduced (as long as after such election the Value of the aggregate Separation Payments equals the Reduced Amount) and shall notify the Participant
promptly of such election. All determinations made by the Accounting Firm under this Section shall be binding upon the Corporation and the Participant and shall be made as promptly as practicable following such determination, the Corporation shall
pay to or distribute for the benefit of the Participant such Separation Payments as are then due to the Participant under Section 5 of this Plan and shall promptly pay to or distribute for the benefit of the Participant in the future such
Separation Payments as become due to the Participant under this Plan. Notwithstanding the prior sentence, such determination by the Accounting Firm shall be made within 60 days, and the payment by the Corporation shall be made within 90 days, of the
later of a Separation from Service of the Executive or the date of the Change of Control. 
 (c) While it is the
intention of the Corporation to reduce the amounts payable or distributable to a Participant hereunder only if the aggregate Net After Tax Receipts to the Participant would thereby be increased, as a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Corporation to or for the benefit of a Participant pursuant to this Plan
which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Corporation to or for the benefit of a Participant pursuant to this Plan could have been so
paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm determines that an Overpayment has been made, based upon the assertion of a
deficiency by the Internal Revenue Service against the Corporation or the Participant which the Accounting Firm believes has a high probability of success, any such benefit of a Participant shall be treated for all

  

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purposes as a loan to the Participant which the Participant shall repay to the Corporation together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the
Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by a Participant to the Corporation if and to the extent such deemed loan and payment would not either reduce the amount on which the
Participant is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the Participant together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.
Notwithstanding anything in this Plan or any Agreement to the contrary, the payment will be conditioned upon the Overpayment or Underpayment meeting the requirements of Section 409A of the Code and the regulations promulgated thereunder.

 10. Certain Additional Payments by the Corporation to Participants. 
 (a) Anything in this Plan or any Agreement to the contrary notwithstanding and except as set forth in this paragraph, in the
event that it shall be determined that any Payment to a Participant would be subject to the Excise Tax, then the Participant shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment
by the Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 10(a), if it shall be determined that the Participant would
(absent this sentence) be entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Participant and the provisions of Section 9
of this Plan shall apply to that Participant. The Corporation’s obligation to make Gross-Up Payments under this Section 10 shall not be conditioned upon the Participant’s Separation from Service. 
  

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 (b) Subject to the provisions of Section 10(c), all determinations
required to be made under this Section 10, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting
Firm. The Accounting Firm shall provide detailed supporting calculations both to the Corporation and the Participant within 15 business days of the receipt of notice from the Participant that there has been a Payment or such earlier time as is
requested by the Corporation. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Section 10 (including any Underpayment under this subsection (b) and
any payment under subsection (c), shall be paid by the Corporation to or for the benefit of the applicable Participant by the end of the year following the year in which the Participant remits the related taxes, or, in the case of reimbursed audit
or litigation expenses, by the end of the year following the years the taxes are remitted or, if no taxes are remitted, the end of the year following the year the audit, settlement, or litigation is finally completed or resolved. Any determination
by the Accounting Firm shall be binding upon the Corporation and the Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Corporation exhausts its remedies
pursuant to Section 10(c) and the Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by
the Corporation to or for the benefit of the Participant on the later of the date of such determination or after the date payments are due under Section 5 of this Plan. 
 (c) Each Participant shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if
successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Participant is informed in writing of such claim. The Participant
shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be

  

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paid. The Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which the Participant gives such notice to the Corporation (or such shorter
period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Participant in writing prior to the expiration of such period that the Corporation desires to contest such claim, the Participant
shall: 
  

	 	(1)	give the Corporation any information reasonably requested by the Corporation relating to such claim, 

  

	 	(2)	take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, 

  

	 	(3)	cooperate with the Corporation in good faith in order effectively to contest such claim, and 

  

	 	(4)	permit the Corporation to participate in any proceedings relating to such claim; 

 provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest, and shall indemnify and hold the Participant harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and
payment of costs and expenses. Without limitation of the foregoing provisions of this Section 10(c), the Corporation shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and
all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the
Participant and direct the Participant to sue for a refund or contest the claim in any permissible manner, and the Participant agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Corporation shall determine; provided, however, that, if the Corporation directs the Participant to pay such claim and directs the Participant to sue for a refund, the Corporation shall indemnify
and hold the Participant harmless, on an

  

 -16- 








 
after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment;
and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Participant with respect to which such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Participant shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority. 
 (d) If, after the receipt by
a Participant of a Gross-Up Payment or payment by the Corporation of an amount on the Participant’s behalf pursuant to Section 10(c), the Participant becomes entitled to receive any refund with respect to the Excise Tax to which such
Gross-Up Payment relates or with respect to such claim, the Participant shall (subject to the Corporation’s complying with the requirements of Section 10(c), if applicable) promptly pay to the Corporation the amount of such refund
(together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Corporation of an amount on the Participant’s behalf pursuant to Section 10(c), a determination is made that the Participant
shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount
of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
 (e)
Notwithstanding any other provision of this Plan, the Corporation may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of a Participant, all or any portion of
any Gross-Up Payment, and by signing an Agreement, the Participant shall consent to such withholding. 
 11. No Duty to
Mitigate. In no event shall any Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan, and such amounts shall not be
reduced whether or not the Participant obtains other employment. 
  

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 12. Termination and Amendment of this Plan. The Committee shall have power at any
time, in its discretion, to amend, abandon or terminate this Plan, in whole or in part; except that no amendment, abandonment or termination shall impair or abridge the obligations of the Corporation under any Agreements previously entered
into pursuant to this Plan except as expressly permitted by the terms of such Agreements. 
 13. Successors. The
Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Plan and the Agreements in
the same manner and to the same extent that the Corporation would be required to perform them if no such succession had taken place. 
 14. Effective Date. This amended and restated Plan shall become effective on December 31, 2009. 
  

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 Exhibit A 
 Tier I Agreement 
 KIMBERLY-CLARK CORPORATION 
 Executive Severance Agreement 
 As of December 31, 2009 
 AGREEMENT made effective as of
the 31st day of December 2009 between KIMBERLY-CLARK
CORPORATION, a Delaware corporation, and                      (the “Executive”). 
 W I T N E S S E T H: 
 WHEREAS, the Committee has approved the Corporation entering into severance agreements with key executives of the Corporation and its subsidiaries pursuant to the Executive Severance Plan (the
“Plan”); and 
 WHEREAS, the Executive is a key executive of the Corporation or one of its subsidiaries and has been
selected by the Committee as a key executive to be an Executive under the Plan; and 
 WHEREAS, should the Corporation receive
or learn of any proposal by or from a third person concerning a possible business combination with, or acquisition of equity securities of, the Corporation, or should the Corporation otherwise consider or pursue a transaction that could lead to a
change of control, the Committee believes it imperative that the Corporation and the Board be able to rely upon the Executive to continue in the Executive’s position, and that they be able to receive and rely upon the Executive’s advice,
if they request it, as to the best interests of the Corporation and its stockholders, without concern that the Executive might be distracted by the personal uncertainties and risks created by such a possibility; and 
 WHEREAS, should the Corporation receive or consider any such proposal or transaction, in addition to the Executive’s regular duties,
the Executive may be called upon to assist in the assessment of the proposal or transaction, advise management and the Board as to whether the proposal or transaction would be in the best interest of the Corporation and its stockholders, and to take
such other actions as the Board might determine to be appropriate; 







 NOW, THEREFORE, to assure the Corporation that it will have the continued dedication of the
Executive and the availability of the Executive’s advice and counsel notwithstanding the possibility, threat or occurrence of such a proposal or transaction, and to induce the Executive to remain in the employ of the Corporation, and for other
good and valuable consideration, the Corporation and the Executive agree as follows: 
 In the event a third person, in order to
effect a Change of Control (as hereinafter defined), begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps, or in the event the Corporation considers taking, or decides to take, steps that are expected to lead
to a Change of Control, the Executive agrees that the Executive will not voluntarily leave the employ of the Corporation, and will render the services contemplated in the recitals to this Agreement and the Plan, until the efforts by the third party
or the Corporation to effect a Change of Control are abandoned or until a Change of Control has occurred. 
 A.
Lump-Sum Cash Payment. In the event of a Qualified Termination of Employment (as hereinafter defined) the Corporation will pay to the Executive, as compensation for services rendered to the Corporation a lump-sum cash amount or amounts
(subject to any applicable payroll or other taxes required to be withheld) calculated by adding the amounts specified in subparagraphs (i) through (viii) below, such payments to be made within 10 day following the later of the date of
Separation from Service or the date of the Change of Control, except to the extent not yet calculable, in which case such portions shall be paid as soon as practicable following the ability to calculate the amount. Notwithstanding the foregoing,
except as provided in Paragraphs E and F, all amounts payable under the terms of this plan shall be payable no later than March 15 of the year following the later of the date of Separation from Service or the date of the Change of Control.
Notwithstanding anything in this Paragraph A to the contrary, any amounts which are payable due to amounts the Executive would have been entitled under a deferred compensation plan required to meet the requirements of Section 409A of the Code
and the regulations promulgated thereunder, such amounts shall be payable at the date it would have been payable if the Executive were entitled to this amount under the terms of the deferred compensation plan. 
 (i) Salary plus Incentive Compensation. A lump sum amount equal to two times the sum of (a) the Executive’s
annual base salary at the rate in effect immediately prior to the Relevant Date or, if higher, immediately before the Qualified Termination of Employment and (b) the Annual Bonus Amount; 
  

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 (ii) Equity Participation Plan - Option Shares (a) Except with
respect to incentive stock options outstanding at the effective date of the Executive’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date, all stock options that were granted to the Executive
under any of the Equity Plans, including but not limited to any substitute plans adopted prior to the Relevant Date (or any successor or additional plan), that were outstanding both on the Relevant Date and immediately before the Qualified
Termination of Employment, shall vest and become exercisable and the Qualified Termination of Employment of the Executive shall be deemed a retirement for purposes of exercising the stock options under the terms of the Equity Plans, and
(b) notwithstanding the foregoing, with respect to Incentive Stock Options that were outstanding at the effective date of the Executive’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date,
and which were forfeited upon the separation of the Executive’s service, a lump sum amount equal to the excess of (I) the aggregate Fair Market Value on the date of separation of the shares of common stock of the Corporation or other
equity security then subject to such Incentive Stock Options over (II) the aggregate option price for such shares or other equity security; 
 (iii) Restricted Stock. A lump sum amount equal to the sum of (i) with respect to restricted shares and/or restricted share units granted to the Executive under any of the Equity Plans that
were outstanding but not vested on the Relevant Date, where such vesting of restricted shares and/or restricted share units was not determined by the attainment of performance goals, and which are forfeited as a result of the separation of the
Executive’s service, an amount equal to the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted)
on the date of separation of service, (ii) in the event the number of restricted shares and/or restricted share units was to be determined by the attainment of performance goals according to a schedule determined by the Committee, with respect
to a grant prior to 2010, with a performance period starting on or before January 1, 2009, an amount equal to the Fair Market Value of the number of shares that shall be considered to vest based on the greater of the target level established or
the number of shares which would have vested based on the attainment of the Performance Goal as of the

  

 - 3 - 








 
end of the prior year, and (iii) an amount equal to the Average PRSU Payout multiplied by the number of annual PRSU grants with a performance period starting after January 1, 2009 which
are forfeited due to the Qualified Termination of Employment. With respect to any grants with a performance period starting after January 1, 2009 the forfeited restricted shares and/or restricted share units determined by the attainment of
performance goals according to a schedule determined by the Committee will not be paid. For purposes of this subsection (c) the Average PRSU Payout shall mean the three year average of the dollar amount of the restricted shares and/or
restricted share units determined by the attainment of performance goals (the “PRSU’s”) awards paid to the Executive under the Equity Plans, or any successor or additional plan. The three year average of the PRSU’s paid to the
Executive will be determined based on the higher of two dollar amount averages computed during alternative three year periods consisting of either (i) the year in which the Relevant Date occurred (or, if the award is not yet paid as of the
Relevant Date, for the preceding year) and the two preceding years or, (ii) the year of the Qualified Termination of Employment (or, if the award is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two
preceding years. If an Executive has been paid less than three years of PRSU’s the three year average of the PRSU’s paid to the Executive will be determined based on the average dollar amount of the PRSU’s paid in prior years to the
Executive under the Equity Plans, or any successor or additional plan. If an Executive has not received any prior payment of PRSU’s, the Average PRSU Payout under the Equity Plans, or any successor or additional plan, will be determined as
follows: 
 (1) For an Executive classified at the Corporation’s Grade 1 through 4 level, as defined by the
Corporation’s compensation department, the Average PRSU Payout shall be calculated based on the prior three year average dollar amount of the PRSU’s paid to other employees at the same grade level. 
 (2) For an Executive at GSLT level (except for the Chief Executive Officer of the Corporation), the Average PRSU Payout shall be calculated
based on the prior three year average dollar amount of the PRSU’s paid to Executives at GSLT level. 
  

 - 4 - 








 (3) For the Chief Executive Officer of the Corporation, the Average PRSU Payout shall be
calculated based on the prior three year average dollar amount of the PRSU’s paid to the previous Chief Executive Officer(s) of the Corporation. 
 Notwithstanding anything in this Plan to the contrary, this definition may be amended at the discretion of the Committee to allow any amounts payable by the Corporation to comply with the definition of
performance based compensation under section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder); 
 (iv) Successor or Additional Stock Appreciation Right, Incentive Compensation, and Bonus Plan. A lump sum amount equal to the payment to which the Executive would have been entitled had all amounts
awarded or granted to the Executive, vested or matured, under any stock appreciation right, incentive compensation, and bonus plans, which are adopted after the effective date of the Executive’s Agreement and in which the Executive participates
immediately prior to the Relevant Date, including but not limited to any substitute plans adopted prior to the Relevant Date (or any successor or additional plan), which had not vested or matured as of the date of separation of service and will not
vest or mature as a result of the separation of the Executive’s service, such payment to be determined as though such award or grant had vested or matured on the date of separation of the Executive’s service; 
 (v) 401(k) and Profit Sharing Plan. A lump sum amount equal to (a) the Executive’s maximum matching
contribution and an assumed 3% profit sharing contribution under the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (or any successor or additional plans) and the Kimberly-Clark Corporation Retirement Contribution Excess Benefit Program
(or any successor or additional plans) (individually the “EBP” and collectively, the “401(k) and Profit Sharing Plan”) to which the Executive would have been entitled if he had remained employed by the Corporation for the
Severance Period at the rate of annual compensation specified in subparagraph (i) of Paragraph A above except that the Annual Bonus Amount shall be treated as earned for the year in which separation of service occurred and the balance of the
Severance Period and no award actually earned in, and paid for, the year in which separation of service occurred shall be considered, plus (b) the excess of (I) the benefits under the 401(k) and Profit

  

 - 5 - 








 
Sharing Plan to which the Executive would be entitled if the Executive were fully vested in all of his or her benefits under the 401(k) and Profit Sharing at the date of separation of service,
over (II) the value of the benefits to which the Executive is actually entitled at the date of separation of service, based upon the value of the Executive’s account as of the most recent valuation date before the date of the Qualified
Termination of Employment. Notwithstanding anything in the Paragraph A to the contrary, any amounts under subsection (b) of this subparagraph which are payable due to amounts the Executive would have been entitled under the EBP shall be payable
at the date such amount would have been payable if the Executive were entitled to this amount under the terms of the EBP; and 
 (vi) Medical and Dental Benefits. A lump sum amount equal to (a) the amount of the monthly premiums that the Executive would be required to pay, if he or she elected “COBRA”
continuation coverage under the medical and dental plans of the Corporation in which the Executive was participating immediately before the Qualified Termination of Employment, based upon the premium rates in effect as of the date of the Qualified
Termination of Employment, times (b) 24. 
 B. Other Matters. 
 (i) Severance Pay Plan Payments. In the event of a Qualified Termination of Employment, the Executive shall not be
entitled to receive any severance benefits that would otherwise be available to the Executive under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation
and/or any of its Subsidiaries. 
 (ii) Participation in Employee Benefit Plans. The Executive’s
participation in savings, retirement, profit sharing, stock option, and/or stock appreciation rights plans of the Corporation and/or any of its Subsidiaries shall continue only through the last day of the Executive’s employment. Any terminating
distributions and/or vested rights under such plans shall be governed by the terms of those respective plans. Furthermore, the Executive’s participation in any insurance plans of the Corporation and rights to any other fringe benefits shall
except as otherwise specifically provided in such plans or corporate policy, terminate as of the close of the Executive’s last day of employment, except to the extent specifically provided to the contrary in this Agreement. Nothing in this
Agreement

  

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shall be deemed to entitle the Executive to any rights, or to payments under this Agreement, with respect to any employee benefit plan which the Executive was not a participant prior to a
Qualified Termination of Employment. 
 (iii) Continuing Obligations. The Executive shall retain in
confidence any confidential information known to the Executive concerning the Corporation and its business so long as such information is not publicly disclosed. 
 (iv) No Guarantee of Employment. Nothing in this Agreement shall be deemed to entitle the Executive to continued
employment with the Corporation or any of its Subsidiaries and the rights of the Corporation and its Subsidiaries to terminate the employment of the Executive shall continue as fully as if this Agreement were not in effect; provided that any
Qualified Termination of Employment shall entitle the Executive to the benefits herein provided. 
 C.
Definition of Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: (i) a third person,
including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 30% or more of the total number of votes that may be cast for the election of directors of the
Corporation; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a “Transaction”), the persons who
were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation. 
 D. Definition of Subsidiary. For purposes of this Agreement, a “Subsidiary” shall mean any domestic or
foreign corporation at least twenty percent (20%) of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other Subsidiaries, provided, however, that “at least fifty percent
(50%)” shall replace “at least twenty percent (20%)” where there is not a legitimate business criteria for using such lower percentage. 
 E. Certain Reduction of Payments by the Corporation when Payments Do Not Exceed 110% of the Safe Harbor Amount. 
 (i) This Paragraph E shall only be applicable if it shall be determined that the Parachute Value of all Payments does not
exceed 110% of the Safe

  

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Harbor Amount. If the Executive is not entitled to a Gross-Up Payment pursuant to Paragraph F below, then anything in this Agreement to the contrary notwithstanding, in the event
Deloitte & Touche LLP or such other certified public accounting firm designated by the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of
the Code, it shall determine whether some amount of Separation Payments would meet the definition of a “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, the aggregate Separation Payment shall be reduced to
such Reduced Amount. All fees payable to the Accounting Firm with respect to this Paragraph E shall be paid solely by the Corporation. 
 (ii) If the Accounting Firm determines that aggregate Separation Payments should be reduced to the Reduced Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the
detailed calculation thereof, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Separation Payments that are not required to meet the requirements of Section 409A of the Code and the
regulations promulgated thereunder shall be eliminated or reduced (as long as after such election the Value of the aggregate Separation Payments equals the Reduced Amount), and shall advise the Corporation in writing of the Executive’s election
within ten days of the Executive’s receipt of notice. If no such election is made by the Executive within such ten-day period, the Corporation may elect which of such Separation Payments that are not required to meet the requirements of
Section 409A of the Code and the regulations promulgated thereunder shall be eliminated or reduced (as long as after such election the Value of the aggregate Separation Payments equals the Reduced Amount) and shall notify the Executive promptly
of such election. All determinations made by the Accounting Firm under this paragraph shall be binding upon the Corporation and the Executive, and as promptly as practicable following such determination the Corporation shall pay to or distribute for
the benefit of the Executive such Separation Payments as are then due to the Executive under this Agreement, and shall promptly pay to or distribute for the benefit of the Executive in the future such Separation Payments as become due to the
Executive under this Agreement. Notwithstanding the prior sentence, such determination by the Accounting Firm shall be made within 60

  

 - 8 - 








 
days, and the payment by the Corporation shall be made within 90 days, of the later of a Separation from Service of the Executive or the date of the Change of Control. While it is the intention
of the Corporation to reduce the amounts payable or distributable to the Executive hereunder only if the aggregate Net After Tax Receipts to the Executive would thereby be increased as a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Corporation to or for the benefit of the Executive pursuant to this
Agreement which should not have been so paid or distributed (“Overpayment”), or that additional amounts which will have not been paid or distributed by the Corporation to or for the benefit of the Executive pursuant to this Agreement could
have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm determines that an Overpayment has been made, based upon the assertion
of a deficiency by the Internal Revenue Service against the Corporation or the Executive which the Accounting Firm believes has a high probability of success, any such benefit of the Executive shall be treated for all purposes as a loan to the
Executive which the Executive shall repay to the Corporation, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made
and no amount shall be payable by the Executive to the Corporation if and to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code,
or generate a refund of such taxes. In the event the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Corporation to or for
the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding anything in this Agreement to the contrary payment will be conditioned upon the Overpayment or
Underpayment meeting the requirements of Section 409A of the Code and the regulations promulgated thereunder. 
  

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 F. Certain Additional Payments by the Corporation when Payments Exceed
110% of the Safe Harbor Amount. 
 (i) Anything in this Agreement to the contrary notwithstanding and except
as set forth in this paragraph, in the event that it shall be determined that any Payment to the Executive would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”)
in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this subparagraph (i) of Paragraph F, if it
shall be determined that the Executive would (absent this sentence) be entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the
Executive and the provisions of Paragraph E above shall apply to that Executive. The Corporation’s obligation to make Gross-Up Payments under this Paragraph F shall not be conditioned upon the Executive’s Separation from Service.

 (ii) Subject to the provisions of subparagraph (iii) of Paragraph F, all determinations required to be
made under this Paragraph F, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm. The Accounting
Firm shall provide detailed supporting calculations both to the Corporation and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Corporation.
All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Paragraph F (including any Underpayment under this subparagraph (ii) and any payment under subparagraph
(iii), shall be paid by the Corporation to or for the benefit of the Executive by the end of the year following the year in which the Executive remits the related taxes or, in the case of reimbursed audit or litigation expenses, by the end of the

  

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year following the years the taxes are remitted or, if no taxes are remitted, the end of the year following the year the audit, settlement, or litigation is finally completed or resolved. Any
determination by the Accounting Firm shall be binding upon the Corporation and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments that will not have been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Corporation
exhausts its remedies pursuant to subparagraph (iii) of Paragraph F and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive on the later of the date of such determination or after the date payments are due under Paragraph A of this Agreement. 
 (iii) The Executive shall notify the Corporation in writing of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise
the Corporation of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to
the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Executive in writing prior to the expiration of such period that the Corporation desires to
contest such claim, the Executive shall: 
  

	 	(1)	give the Corporation any information reasonably requested by the Corporation relating to such claim, 

  

	 	(2)	take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, 

  

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	 	(3)	cooperate with the Corporation in good faith in order effectively to contest such claim, and 

  

	 	(4)	permit the Corporation to participate in any proceedings relating to such claim; 

 provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and
payment of costs and expenses. Without limitation of the foregoing provisions of this subparagraph (iii) of Paragraph F, the Corporation shall control all proceedings taken in connection with such contest, and, at its sole discretion, may
pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority
on behalf of the Executive and direct the Executive to sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that, if the Corporation directs the Executive to pay such claim and directs the Executive to sue for a refund, the Corporation shall
indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and
provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing authority. 
  

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 (iv) If, after the receipt by the Executive of a Gross-Up Payment or payment
by the Corporation of an amount on the Executive’s behalf pursuant to subparagraph (iii) of this Paragraph F, the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or
with respect to such claim, the Executive shall (subject to the Corporation’s complying with the requirements of subparagraph (iii) of this Paragraph F, if applicable) promptly pay to the Corporation the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Corporation of an amount on the Executive’s behalf pursuant to subparagraph (iii) of this Paragraph F, a determination is made that the
Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then
the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
 (v) Notwithstanding any other provision of this Plan, the Corporation may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any
portion of any Gross-Up Payment, and by signing this Agreement, the Executive consents to such withholding. 
 G.
Definitions. 
 (i)Annual Bonus Amount: The three year average of the annual awards paid to the
Executive under the Kimberly-Clark Corporation Executive Officer Achievement Award Program or the Kimberly-Clark Corporation Management Achievement Award Program, as applicable, or any successor or additional plan (the “Bonus Program”).
The three year average of the annual awards paid to the Executive will be determined based on the higher of the three year period consisting of either (i) the year in which the Relevant Date occurred (or, if the bonus is not yet paid as of the
Relevant Date, for the preceding year) and the two preceding years or, (ii) the year of the Qualified Termination of Employment (or, if the bonus is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two
preceding years. If an Executive has been paid less than three years of annual awards the Annual Bonus Amount will be determined

  

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based on the average dollar amount of the annual awards paid in prior years to the Executive under the Bonus Program. If an Executive has not received any prior payment of annual awards, the
Annual Bonus Amount under the Bonus Program will be determined as follows: 
 (1) For an Executive classified at the
Corporation’s Grade 1 through 4 level, the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over the three year period to other employees at the same grade level. 
 (2) For an Executive at GSLT level (except for the Chief Executive Officer of the Corporation), the Annual Bonus Amount shall be based on the
average dollar amount of the annual awards paid over the three year period to Executives at GSLT level. 
 (3) For the Chief
Executive Officer of the Corporation, the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over a three year period to the previous Chief Executive Officer(s) of the Corporation. 
 Notwithstanding anything in this Agreement to the contrary, this definition may be amended at the discretion of the Committee consistent with
any amendment of the definition of Annual Bonus Amount under the Plan to allow any amounts payable by the Corporation to comply with the definition of performance based compensation under section 162(m) of the Code or any successor section
(including the rules and regulations promulgated thereunder). 
  

	 	(ii)	Board: The Board of Directors of the Corporation. 

  

	 	(iii)	Cause: The term “Cause” shall mean any of the following: 

 (a) the commission by the Executive of a felony; 
 (b) the Executive’s dishonesty, habitual neglect or incompetence in the management of the affairs of the Corporation;
or 
  

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 (c) the refusal or failure by the Executive to act in accordance with any
lawful directive or order of the Corporation, or an act or failure to act by the Executive which is in bad faith and which is detrimental to the Corporation. 
 (iv) Code: The Internal Revenue Code of 1986, as amended. 
 (v) Committee: The Management Development and Compensation Committee of the Board of Directors of the Corporation.

 (vi) Corporation: Kimberly-Clark Corporation and any successor thereto that assumes this Plan and the
Agreements pursuant to Paragraph H.(v) below. 
 (vii) Equity Plans: The Kimberly-Clark Corporation 2001
Equity Participation Plan, the Kimberly-Clark Corporation 1999 Restricted Stock Plan, the Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or additional plans under which the Executive receives stock options, restricted
stock or other equity-based compensation. 
 (viii) Excise Tax: The excise tax imposed by
Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. 
 (ix) Fair Market Value: With respect to any publicly traded equity security, the reported closing price of such security on the relevant date as reported on the composite list used by The Wall Street Journal for reporting
stock prices, or, if no such sale shall have been made on that day, on the last preceding day on which there was such a sale; and with respect to any other property, the fair market value thereof as determined by the Committee in good faith.

 (x) Good Reason: Termination by the Executive for “Good Reason” shall mean the separation
from service during the two year time period following the initial existence (without the Executive’s express written consent) of any one of the following conditions: 
  

	 	(a)	A material diminution in the Executive’s base compensation. 

  

	 	(b)	A material diminution in the Executive’s authority, duties, or responsibilities. 

  

	 	(c)	 A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report,



  

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including a requirement that a Executive report to a corporate officer or employee instead of reporting directly to the board of directors of the Corporation. 


  

	 	(d)	A material diminution in the budget over which the Executive retains authority. 

  

	 	(e)	A material change in the geographic location at which the Executive must perform the services. 

  

	 	(f)	Any other action or inaction that constitutes a material breach by the Corporation of any agreement under which the Executive provides services.


 The Executive must provide notice to the Corporation of the existence of any of the above
conditions within a period not to exceed 90 days of the initial existence of the condition, upon the notice of which the Corporation must be provided a period of at least 30 days during which it may remedy the condition and not be required to pay
the amount. 
 The Executive’s right to terminate the Executive’s employment for Good Reason shall not
be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason
hereunder. 
 (xi) Net After Tax Receipt: The Value of a Payment, net of all taxes imposed on the
Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive’s taxable income for the immediately preceding taxable year.

 (xii) Parachute Value: With respect to a Payment, the present value as of the date of the change of
control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what
extent the Excise Tax will apply to such Payment. 
  

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 (xiii) Qualified Termination of Employment: The separation of the
Executive’s service with the Corporation and/or its Subsidiaries either (i) within the two (2) year period following a Change of Control of the Corporation (A) by the Corporation without Cause or, (B) by the Executive with
Good Reason, or (ii) by the Corporation without Cause before a Change of Control, if a Change of Control occurs within one year after such Separation from Service and it is reasonably demonstrated by the Executive that such Separation from
Service was at the request of a third party that had taken steps reasonably calculated to effect a Change of Control or otherwise arose in connection with or in anticipation of a Change of Control. A transfer of employment for administrative
purposes among the Corporation and its Subsidiaries shall not be deemed a Qualified Termination of Employment, but if such a transfer results in the occurrence of Good Reason, the Executive shall have the right to terminate employment for Good
Reason and such separation shall be a Qualified Termination of Employment. 
 (xiv) Reduced Amount: The
greatest aggregate amount of Separation Payments which (a) is less than the sum of all Separation Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result
if the Executive were paid the sum of all Separation Payments. 
 (xv) Relevant Date: In the case of a
Qualified Termination of Employment as described in clause (ii) of the definition of “Qualified Termination of Employment,” the date of such Qualified Termination of Employment and, in all other cases, the date of the Change of
Control. 
 (xvi) Safe Harbor Amount: The portion of the payment to or for the benefit of an Executive
that does not constitute an “excess parachute payment for purposes of Section 280G of the Code. 
 (xvii) Separation from Service. Termination of employment with the Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred if the Executive’s services with the Corporation or a Subsidiary is
reduced to an annual rate that is 20 percent or less of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period). 
  

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 (xviii) Separation Payment: A Payment paid or payable to the
Executive pursuant to this Plan or an Agreement. 
 (xix) Severance Period: The period of two years
beginning on the date of the Qualified Termination of Employment. 
 (xx) Value: With respect to a
Payment, the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

 H. General. 
 (i) No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Plan, and such amounts shall not be reduced whether or not the Executive obtains other employment. 
 (ii) Indemnification. If litigation shall be brought to enforce or interpret any provision contained herein, the
Corporation hereby agrees to indemnify the Executive for the Executive’s reasonable attorney’s fees and disbursements incurred in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the
Executive calculated at Citibank’s (or any successor entity) prime rate of interest in effect from time to time from the date that payment(s) to the Executive should have been made under this Agreement. The reimbursement of an attorney’s
fees and disbursements incurred in such litigation will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. 
 (iii) Payment Obligations Absolute. The Corporation’s obligation to pay the Executive the compensation and to
make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or anyone else. All amounts payable by the Corporation hereunder shall be paid without notice or demand. Except as expressly provided herein, the Corporation waives all rights which it may now have or may hereafter have
conferred upon it,

  

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by statute or otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Each and every payment made hereunder by the Corporation shall be final and the Corporation will not
seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. 
 (iv) Unfunded Obligation. The obligation of the Corporation under this Agreement shall be unfunded. The Corporation shall not be required to segregate any assets that may at any time be represented
by benefits under this Agreement. The Corporation shall not be deemed to be a trustee of any amounts to be paid under this Agreement. Any liability of the Corporation to the Executive with respect to any benefit shall be based solely upon any
contractual obligations created hereunder; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Corporation. 
 (v) Successors. This Agreement shall be binding upon and inure to the benefit of the Executive and the
Executive’s estate, and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive. The Corporation shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be
required to perform it if no such succession had taken place. 
 (vi) Severability. Any provision in this
Agreement which is prohibited or unenforceable in any jurisdiction shall as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 (vii) Controlling Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware. Where appearing in this Agreement, the masculine
shall include the feminine and the plural shall include the singular, unless the context clearly indicates otherwise. 
  

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 (viii) Entire Agreement. The Executive and the Corporation
acknowledge that upon its effective date, this Agreement supersedes any and all prior agreements between the Executive and the Corporation under the Plan as in effect at this time or at any prior time. From and after the Relevant Date, except as
specifically provided herein, this Agreement shall supersede any other agreement between the parties with respect to severance pay and benefits. Notwithstanding the foregoing, any previously executed noncompetition agreement shall continue in effect
following the execution of this Agreement and the Relevant Date. 
 (ix) Termination. This Agreement shall
terminate on the third anniversary of the date hereof unless either (1) a Change of Control occurs on or before such third anniversary or (2) the Committee determines to extend this Agreement for an additional three-year term or such
shorter period as it determines to be appropriate. Notwithstanding the foregoing, if at the time when this Agreement would otherwise terminate, a third party has taken steps reasonably calculated to effect a Change of Control or a Change of Control
is otherwise under consideration, then this Agreement shall automatically continue in effect until (A) a Change of Control occurs, in which event this Agreement shall thereafter remain in effect in accordance with its terms, or (B) the
Board makes a good faith determination that in its opinion, the efforts by the third party or the Corporation to effect a Change of Control have been abandoned, at which time the Agreement shall terminate unless it is extended pursuant to clause
(2) of the preceding sentence. 
 IN WITNESS WHEREOF, the parties have executed this Agreement on the
     day of            , 20    . 
  

			
	  

	Executive
	
	KIMBERLY-CLARK CORPORATION
		
	By:	 	  



  

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 Exhibit B 
 Tier II Agreement 
 KIMBERLY-CLARK CORPORATION 
 Executive Severance Agreement 
 As of December 31, 2009 
 AGREEMENT made effective as of
the 31st day of December 2009 between KIMBERLY-CLARK
CORPORATION, a Delaware corporation, and                     (the “Executive”). 
 W I T N E S S E T H: 
 WHEREAS, the Committee has approved the Corporation entering into severance agreements with key executives of the Corporation and its subsidiaries pursuant to the Executive Severance Plan (the
“Plan”); and 
 WHEREAS, the Executive is a key executive of the Corporation or one of its subsidiaries and has been
selected by the Committee as a key executive to be an Executive under the Plan; and 
 WHEREAS, should the Corporation receive
or learn of any proposal by or from a third person concerning a possible business combination with, or acquisition of equity securities of, the Corporation, or should the Corporation otherwise consider or pursue a transaction that could lead to a
change of control, the Committee believes it imperative that the Corporation and the Board be able to rely upon the Executive to continue in the Executive’s position, and that they be able to receive and rely upon the Executive’s advice,
if they request it, as to the best interests of the Corporation and its stockholders, without concern that the Executive might be distracted by the personal uncertainties and risks created by such a possibility; and 
 WHEREAS, should the Corporation receive or consider any such proposal or transaction, in addition to the Executive’s regular duties,
the Executive may be called upon to assist in the assessment of the proposal or transaction, advise management and the Board as to whether the proposal or transaction would be in the best interest of the Corporation and its stockholders, and to take
such other actions as the Board might determine to be appropriate; 







 NOW, THEREFORE, to assure the Corporation that it will have the continued dedication of the
Executive and the availability of the Executive’s advice and counsel notwithstanding the possibility, threat or occurrence of such a proposal or transaction, and to induce the Executive to remain in the employ of the Corporation, and for other
good and valuable consideration, the Corporation and the Executive agree as follows: 
 In the event a third person, in order to
effect a Change of Control (as hereinafter defined), begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps, or in the event the Corporation considers taking, or decides to take, steps that are expected to lead
to a Change of Control, the Executive agrees that the Executive will not voluntarily leave the employ of the Corporation, and will render the services contemplated in the recitals to this Agreement and the Plan, until the efforts by the third party
or the Corporation to effect a Change of Control are abandoned or until a Change of Control has occurred. 
 A.
Lump-Sum Cash Payment. In the event of a Qualified Termination of Employment (as hereinafter defined) the Corporation will pay to the Executive, as compensation for services rendered to the Corporation a lump-sum cash amount or amounts
(subject to any applicable payroll or other taxes required to be withheld) calculated by adding the amounts specified in subparagraphs (i) through (viii) below, such payments to be made within 10 day following the later of the date of
Separation from Service or the date of the Change of Control, except to the extent not yet calculable, in which case such portions shall be paid as soon as practicable following the ability to calculate the amount. Notwithstanding the foregoing,
except as provided in Paragraphs E and F, all amounts payable under the terms of this plan shall be payable no later than March 15 of the year following the later of the date of Separation from Service or the date of the Change of Control.
Notwithstanding anything in this Paragraph A to the contrary, any amounts which are payable due to amounts the Executive would have been entitled under a deferred compensation plan required to meet the requirements of Section 409A of the Code
and the regulations promulgated thereunder, such amounts shall be payable at the date it would have been payable if the Executive were entitled to this amount under the terms of the deferred compensation plan. 
 (i) Salary plus Incentive Compensation. A lump sum amount equal to the sum of (a) the Executive’s annual
base salary at the rate in effect immediately prior to the Relevant Date or, if higher, immediately before the Qualified Termination of Employment and (b) the Annual Bonus Amount; 
  

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 (ii) Equity Participation Plan - Option Shares. (a) Except with
respect to incentive stock options outstanding at the effective date of the Executive’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date, all stock options that were granted to the Executive
under any of the Equity Plans, including but not limited to any substitute plans adopted prior to the Relevant Date (or any successor or additional plan), that were outstanding both on the Relevant Date and immediately before the Qualified
Termination of Employment, shall vest and become exercisable and the Qualified Termination of Employment of the Executive shall be deemed a retirement for purposes of exercising the stock options under the terms of the Equity Plans, and
(b) notwithstanding the foregoing, with respect to Incentive Stock Options that were outstanding at the effective date of the Executive’s Agreement for which the Option Price is lower than the Fair Market Value of the Stock at such date,
and which were forfeited upon the Executive’s Separation from Service, a lump sum amount equal to the excess of (I) the aggregate Fair Market Value on the date of termination of the shares of common stock of the Corporation or other equity
security then subject to such Incentive Stock Options over (II) the aggregate option price for such shares or other equity security; 
 (iii) Restricted Stock. A lump sum amount equal to the sum of (i) with respect to restricted shares and/or restricted share units granted to the Executive under any of the Equity Plans that
were outstanding but not vested on the Relevant Date, where such vesting of restricted shares and/or restricted share units was not determined by the attainment of performance goals, and which are forfeited as a result of the Executive’s
Separation from Service, an amount equal to the Fair Market Value of an equivalent number of shares of common stock of the Corporation (or such other equity security into which the restricted shares and/or restricted share units has been converted)
on the date of Separation from Service, (ii) in the event the number of restricted shares and/or restricted share units was to be determined by the attainment of performance goals according to a schedule determined by the Committee, with
respect to a grant prior to 2010, with a performance period starting on or before January 1, 2009, an amount equal to the Fair Market Value of the number of shares that shall be considered to vest based on the greater of the target level
established or the number of shares which would have vested based on the attainment of the Performance

  

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Goal as of the end of the prior year, and (iii) an amount equal to the Average PRSU Payout multiplied by the number of annual PRSU grants with a performance period starting after
January 1, 2009 which are forfeited due to the Qualified Termination of Employment. With respect to any grants with a performance period starting after January 1, 2009 the forfeited restricted shares and/or restricted share units
determined by the attainment of performance goals according to a schedule determined by the Committee will not be paid. For purposes of this subsection (c) the Average PRSU Payout shall mean the three year average of the dollar amount of the
restricted shares and/or restricted share units determined by the attainment of performance goals (the “PRSU’s”) awards paid to the Executive under the Equity Plans, or any successor or additional plan. The three year average of the
PRSU’s paid to the Executive will be determined based on the higher of two dollar amount averages computed during alternative three year periods consisting of either (i) the year in which the Relevant Date occurred (or, if the award is not
yet paid as of the Relevant Date, for the preceding year) and the two preceding years or, (ii) the year of the Qualified Termination of Employment (or, if the award is not yet paid as of the Qualified Termination of Employment, for the
preceding year) and the two preceding years. If an Executive has been paid less than three years of PRSU’s the three year average of the PRSU’s paid to the Executive will be determined based on the average dollar amount of the PRSU’s
paid in prior years to the Executive under the Equity Plans, or any successor or additional plan. If an Executive has not received any prior payment of PRSU’s, the Average PRSU Payout under the Equity Plans, or any successor or additional plan,
will be determined as follows: 
 (1) For an Executive classified at the Corporation’s Grade 1 through 4 level, as defined
by the Corporation’s compensation department, the Average PRSU Payout shall be calculated based on the prior three year average dollar amount of the PRSU’s paid to other employees at the same grade level. 
 (2) For an Executive at GSLT level (except for the Chief Executive Officer of the Corporation), the Average PRSU Payout shall be calculated
based on the prior three year average dollar amount of the PRSU’s paid to Executives at GSLT level. 
  

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 (3) For the Chief Executive Officer of the Corporation, the Average PRSU Payout shall be
calculated based on the prior three year average dollar amount of the PRSU’s paid to the previous Chief Executive Officer(s) of the Corporation. 
 Notwithstanding anything in this Plan to the contrary, this definition may be amended at the discretion of the Committee to allow any amounts payable by the Corporation to comply with the definition of
performance based compensation under section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder); 
 (iv) Successor or Additional Stock Option, Stock Appreciation Right, Incentive Compensation, and Bonus Plan. A lump sum amount equal to the payment to which the Executive would have been entitled
had all amounts awarded or granted to the Executive, vested or matured, under any stock appreciation right, incentive compensation, and bonus plans, which are adopted after the effective date of the Executive’s Agreement and in which the
Executive participates immediately prior to the Relevant Date, including but not limited to any substitute plans adopted prior to the Relevant Date (or any successor or additional plan), which had not vested or matured as of the date of separation
from service and will not vest or mature as a result of the Executive’s Separation from Service, such payment to be determined as though such award or grant had vested or matured on the date of the Executive’s Separation from Service;

 (v) 401(k) and Profit Sharing Plan. A lump sum amount equal to the excess of (A) the benefits
under the 401(k) and Profit Sharing Plan and the Kimberly-Clark Corporation Retirement Contribution Excess Benefit Program (or any successor or additional plans) (individually the “EBP” and collectively, the “401(k) and Profit Sharing
Plan”) to which the Executive would be entitled if the Executive were fully vested in all of his or her benefits under 401(k) and Profit Sharing Plan at the date of Separation from Service, over (B) the value of the benefits to which the
Executive is actually entitled at the date of Separation from Service, based upon the value of the Executive’s account as of the most recent valuation date before the date of the Qualified Termination of Employment. Notwithstanding anything in
the Paragraph A to the contrary, any amounts under subsection (b) of this subparagraph which are payable due to amounts the Executive would have been entitled under the EBP shall be payable at the date such amount would have been payable if the
Executive were entitled to this amount under the terms of the EBP; and 
  

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 (vi) Medical and Dental Benefits. A lump sum amount equal to
(a) the amount of the monthly premiums that the Executive would be required to pay, if he or she elected “COBRA” continuation coverage under the medical and dental plans of the Corporation in which the Executive was participating
immediately before the Qualified Termination of Employment, based upon the premium rates in effect as of the date of the Qualified Termination of Employment, times (b) 12. 
 B. Other Matters. 
 (i) Severance Pay Plan Payments. In the event of a Qualified Termination of Employment, the Executive shall not be entitled to receive any severance benefits that would otherwise be available to
the Executive under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation and/or any of its Subsidiaries. 
 (ii) Participation in Employee Benefit Plans. The Executive’s participation in savings, retirement, profit
sharing, stock option, and/or stock appreciation rights plans of the Corporation and/or any of its Subsidiaries shall continue only through the last day of the Executive’s employment. Any terminating distributions and/or vested rights under
such plans shall be governed by the terms of those respective plans. Furthermore, the Executive’s participation in any insurance plans of the Corporation and rights to any other fringe benefits shall except as otherwise specifically provided in
such plans or corporate policy, terminate as of the close of the Executive’s last day of employment, except to the extent specifically provided to the contrary in this Agreement. Nothing in this Agreement shall be deemed to entitle the
Executive to any rights, or to payments under this Agreement, with respect to any employee benefit plan which the Executive was not a participant prior to a Qualified Termination of Employment. 
 (iii) Continuing Obligations. The Executive shall retain in confidence any confidential information known to the
Executive concerning the Corporation and its business so long as such information is not publicly disclosed. 
  

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 (iv) No Guarantee of Employment. Nothing in this Agreement shall be
deemed to entitle the Executive to continued employment with the Corporation or any of its Subsidiaries and the rights of the Corporation and its Subsidiaries to terminate the employment of the Executive shall continue as fully as if this Agreement
were not in effect; provided that any Qualified Termination of Employment shall entitle the Executive to the benefits herein provided. 
 C. Definition of Change of Control. For the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of
this Agreement: (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the Corporation having 30% or more of the total number of votes that may be cast
for the election of directors of the Corporation; or (ii) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a
“Transaction”), the persons who were directors of the Corporation before the Transaction shall cease to constitute a majority of the Board of Directors of the Corporation or any successor to the Corporation. 
 D. Definition of Subsidiary. For purposes of this Agreement, a “Subsidiary” shall mean any domestic or
foreign corporation at least twenty percent (20%) of whose shares normally entitled to vote in electing directors is owned directly or indirectly by the Corporation or by other Subsidiaries, provided, however, that “at least fifty percent
(50%)” shall replace “at least twenty percent (20%)” where there is not a legitimate business criteria for using such lower percentage. 
 E. Certain Reduction of Payments by the Corporation when Payments Do Not Exceed 110% of the Safe Harbor Amount. 
 (i) This Paragraph E shall only be applicable if it shall be determined that the Parachute Value of all Payments does not
exceed 110% of the Safe Harbor Amount. If the Executive is not entitled to a Gross-Up Payment pursuant to Paragraph F below, then anything in this Agreement to the contrary notwithstanding, in the event Deloitte & Touche LLP or such other
certified public accounting firm designated by the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, it shall determine whether some
amount of Separation Payments would meet the definition of a “Reduced Amount.” If the Accounting

  

 - 7 - 








 
Firm determines that there is a Reduced Amount, the aggregate Separation Payment shall be reduced to such Reduced Amount. All fees payable to the Accounting Firm with respect to this Paragraph E
shall be paid solely by the Corporation. 
 (ii) If the Accounting Firm determines that aggregate Separation
Payments should be reduced to the Reduced Amount, the Corporation shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in the Executive’s sole discretion,
which and how much of the Separation Payments that are not required to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder shall be eliminated or reduced (as long as after such election the Value of the
aggregate Separation Payments equals the Reduced Amount), and shall advise the Corporation in writing of the Executive’s election within ten days of the Executive’s receipt of notice. If no such election is made by the Executive within
such ten-day period, the Corporation may elect which of such Separation Payments that are not required to meet the requirements of Section 409A of the Code and the regulations promulgated thereunder shall be eliminated or reduced (as long as
after such election the Value of the aggregate Separation Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. All determinations made by the Accounting Firm under this paragraph shall be binding upon the
Corporation and the Executive, and shall be made as promptly as practicable following such determination, the Corporation shall pay to or distribute for the benefit of the Executive such Separation Payments as are then due to the Executive under
this Agreement, and shall promptly pay to or distribute for the benefit of the Executive in the future such Separation Payments as become due to the Executive under this Agreement. Notwithstanding the prior sentence, such determination by the
Accounting Firm shall be made within 60 days, and the payment by the Corporation shall be made within 90 days, of the later of a Separation from Service of the Executive or the date of the Change of Control. 
 (iii) While it is the intention of the Corporation to reduce the amounts payable or distributable to the Executive hereunder
only if the aggregate Net After Tax Receipts to the Executive would thereby be increased as a result of the

  

 - 8 - 








 
uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or
distributed by the Corporation to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”), or that additional amounts which will have not been paid or distributed by
the Corporation to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the
Accounting Firm determines that an Overpayment has been made, based upon the assertion of a deficiency by the Internal Revenue Service against the Corporation or the Executive which the Accounting Firm believes has a high probability of success, any
such benefit of the Executive shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Corporation, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Executive to the Corporation if and to the extent such deemed loan and payment would not either reduce the amount on which the
Executive is subject to tax under Section 1 and Section 4999 of the Code, or generate a refund of such taxes. In the event the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. Notwithstanding anything in
this Agreement to the contrary, payment will be conditioned upon the Overpayment or Underpayment meeting the requirements of Section 409A of the Code and the regulations promulgated thereunder. 
 F. Certain Additional Payments by the Corporation when Payments Exceed 110% of the Safe Harbor Amount. 
 (i) Anything in this Agreement to the contrary notwithstanding and except as set forth in this paragraph, in the event that
it shall be determined that any Payment to the Executive would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the
Executive of all taxes (and

  

 - 9 - 








 
any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this subparagraph (i) of Paragraph F, if it shall be determined
that the Executive would (absent this sentence) be entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the
provisions of Paragraph E above shall apply to that Executive. The Corporation’s obligation to make Gross-Up Payments under this Paragraph F shall not be conditioned upon the Executive’s Separation from Service. 
 (ii) Subject to the provisions of subparagraph (iii) of Paragraph F, all determinations required to be made under this
Paragraph F, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm. The Accounting Firm shall provide
detailed supporting calculations both to the Corporation and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Corporation. All fees and
expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Paragraph F, (including any Underpayment under this subparagraph (ii) and any payment under subparagraph (iii), shall
be paid by the Corporation to or for the benefit of the Executive by the end of the year following the year in which the Executive remits the related taxes or, in the case of reimbursed audit or litigation expenses, by the end of the year following
the years the taxes are remitted or, if no taxes are remitted, the end of the year following the year the audit, settlement, or litigation is finally completed or resolved. Any determination by the Accounting Firm shall be binding upon the
Corporation and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have
been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the

  

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event the Corporation exhausts its remedies pursuant to subparagraph (iii) of Paragraph F and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Corporation to or for the benefit of the Executive on the later of the date of such determination or after the date payments are
due under Paragraph A of this Agreement. 
 (iii) The Executive shall notify the Corporation in writing of any
claim by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is
informed in writing of such claim. The Executive shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies the Executive in writing prior to the
expiration of such period that the Corporation desires to contest such claim, the Executive shall: 
  

	 	(1)	give the Corporation any information reasonably requested by the Corporation relating to such claim, 

  

	 	(2)	take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, 

  

	 	(3)	cooperate with the Corporation in good faith in order effectively to contest such claim, and 

  

	 	(4)	permit the Corporation to participate in any proceedings relating to such claim; 

 provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with

  

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such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such
representation and payment of costs and expenses. Without limitation of the foregoing provisions of this subparagraph (iii) of Paragraph F, the Corporation shall control all proceedings taken in connection with such contest, and, at its sole
discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate
taxing authority on behalf of the Executive and direct the Executive to sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that, if the Corporation directs the Executive to pay such claim and directs the Executive to sue for a refund, the
Corporation shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with
such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to
such contested amount. Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 
 (iv) If, after
the receipt by the Executive of a Gross-Up Payment or payment by the Corporation of an amount on the Executive’s behalf pursuant to subparagraph (iii) of this Paragraph F, the Executive becomes entitled to receive any refund with respect
to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Corporation’s complying with the requirements of subparagraph (iii) of this Paragraph F, if applicable) promptly
pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Corporation of an amount on the Executive’s behalf pursuant to

  

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subparagraph (iii) of this Paragraph F, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the
Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

 (v) Notwithstanding any other provision of this Plan, the Corporation may, in its sole discretion, withhold
and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and by signing this Agreement, the Executive consents to such withholding.

 G. Definitions. 
 (i) Annual Bonus Amount: The three year average of the annual awards paid to the Executive under the Kimberly-Clark
Corporation Executive Officer Achievement Award Program or the Kimberly-Clark Corporation Management Achievement Award Program, as applicable, or any successor or additional plan. The three year average of the annual awards paid to the Executive
will be determined based on the higher of the three year period consisting of either (i) the year in which the Relevant Date occurred (or, if the bonus is not yet paid as of the Relevant Date, for the preceding year) and the two preceding years
or, (ii) the year of the Qualified Termination of Employment (or, if the bonus is not yet paid as of the Qualified Termination of Employment, for the preceding year) and the two preceding years. If an Executive has been paid less than three
years of annual awards the Annual Bonus Amount will be determined based on the average dollar amount of the annual awards paid in prior years to the Executive under the Bonus Program. If an Executive has not received any prior payment of annual
awards, the Annual Bonus Amount under the Bonus Program will be determined as follows: 
 (1) For an Executive classified at the
Corporation’s Grade 1 through 4 level, the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over the three year period to other employees at the same grade level. 
  

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 (2) For an Executive at GSLT level (except for the Chief Executive Officer of the
Corporation), the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over the three year period to Executives at GSLT level. 
 (3) For the Chief Executive Officer of the Corporation, the Annual Bonus Amount shall be based on the average dollar amount of the annual awards paid over a three year period to the previous Chief
Executive Officer(s) of the Corporation. 
 Notwithstanding anything in this Agreement to the contrary, this definition may be
amended at the discretion of the Committee consistent with any amendment of the definition of Annual Bonus Amount under the Plan to allow any amounts payable by the Corporation to comply with the definition of performance based compensation under
section 162(m) of the Code or any successor section (including the rules and regulations promulgated thereunder). 
  

	 	(ii)	Board: The Board of Directors of the Corporation. 

  

	 	(iii)	Cause: The term “Cause” shall mean any of the following: 

 (a) the commission by the Executive of a felony; 
 (b) the Executive’s dishonesty, habitual neglect or incompetence in the management of the affairs of the Corporation;
or 
 (c) the refusal or failure by the Executive to act in accordance with any lawful directive or order of the
Corporation, or an act or failure to act by the Executive which is in bad faith and which is detrimental to the Corporation. 
 (iv) Code: The Internal Revenue Code of 1986, as amended. 
 (v) Committee: The Management Development and Compensation Committee of the Board of Directors of the Corporation. 
 (vi) Corporation: Kimberly-Clark Corporation and any successor thereto that assumes this Plan and the Agreements pursuant to Paragraph H.(v) below. 
  

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 (vii) Equity Plans: The Kimberly-Clark Corporation 2001 Equity
Participation Plan, the Kimberly-Clark Corporation 1999 Restricted Stock Plan, the Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or additional plans under which the Executive receives stock options, restricted stock or
other equity-based compensation. 
 (viii) Excise Tax: The excise tax imposed by Section 4999 of the
Code, together with any interest or penalties imposed with respect to such excise tax. 
 (ix) Fair Market
Value: With respect to any publicly traded equity security, the reported closing price of such security on the relevant date as reported on the composite list used by The Wall Street Journal for reporting stock prices, or, if no such sale
shall have been made on that day, on the last preceding day on which there was such a sale; and with respect to any other property, the fair market value thereof as determined by the Committee in good faith. 
 (x) Good Reason: Termination by the Executive for “Good Reason” shall mean the separation from service
during the two year time period following the initial existence (without the Executive’s express written consent) of any one of the following conditions: 
  

	 	(a)	A material diminution in the Executive’s base compensation. 

  

	 	(b)	A material diminution in the Executive’s authority, duties, or responsibilities. 

  

	 	(c)	A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that a
Executive report to a corporate officer or employee instead of reporting directly to the board of directors of the Corporation. 

  

	 	(d)	A material diminution in the budget over which the Executive retains authority. 

  

	 	(e)	A material change in the geographic location at which the Executive must perform the services. 

  

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	 	(f)	Any other action or inaction that constitutes a material breach by the Corporation of any agreement under which the Executive provides services.


 The Executive must provide notice to the Corporation of the existence of any of the above
conditions within a period not to exceed 90 days of the initial existence of the condition, upon the notice of which the Corporation must be provided a period of at least 30 days during which it may remedy the condition and not be required to pay
the amount. 
 The Executive’s right to terminate the Executive’s employment for Good Reason shall not
be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason
hereunder. 
 (xi) Net After Tax Receipt: The Value of a Payment, net of all taxes imposed on the
Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive’s taxable income for the immediately preceding taxable year.

 (xii) Parachute Value: With respect to a Payment, the present value as of the date of the change of
control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what
extent the Excise Tax will apply to such Payment. 
 (xiii) Qualified Termination of Employment: The
separation of the Executive’s service with the Corporation and/or its Subsidiaries either (i) within the two (2) year period following a Change of Control of the Corporation (A) by the Corporation without Cause or (B) by the
Executive with Good Reason, or (ii) by the Corporation without Cause before a Change of Control, if a Change of Control occurs within one year after such Separation from Service and it is reasonably demonstrated by the Executive that such
Separation from Service was at the request of a third party that had taken steps reasonably calculated to effect a Change of Control or otherwise arose in connection with or in anticipation of a

  

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Change of Control. A transfer of employment for administrative purposes among the Corporation and its Subsidiaries shall not be deemed a Qualified Termination of Employment, but if such a
transfer results in the occurrence of Good Reason, the Executive shall have the right to terminate employment for Good Reason and such separation shall be a Qualified Termination of Employment. 
 (xiv) Reduced Amount: The greatest aggregate amount of Separation Payments which (a) is less than the sum of all
Separation Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the Executive were paid the sum of all Separation Payments. 
 (xv) Relevant Date: In the case of a Qualified Termination of Employment as described in clause (ii) of the
definition of “Qualified Termination of Employment,” the date of such Qualified Termination of Employment and, in all other cases, the date of the Change of Control. 
 (xvi) Safe Harbor Amount: The portion of the payment to or for the benefit of an Executive that does not constitute an
“excess parachute payment for purposes of Section 280G of the Code. 
 (xvii) Separation from
Service: Termination of employment with the Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred if the Executive’s services with the Corporation or a Subsidiary is reduced to an annual rate that is 20
percent or less of the services rendered, on average, during the immediately preceding three years of employment (or if employed less than three years, such lesser period). 
 (xviii) Separation Payment: A Payment paid or payable to the Executive pursuant to this Plan or an Agreement.

 (xix) Severance Period: The period of one year beginning on the date of the Qualified Termination of
Employment. 
 (xx) Value: With respect to a Payment, the economic present value of a Payment as of the
date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code. 
  

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 H. General. 
 (i) No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Plan, and such amounts shall not be reduced whether or not the Executive obtains other employment. 
 (ii) Indemnification. If litigation shall be brought to enforce or interpret any provision contained herein, the
Corporation hereby agrees to indemnify the Executive for the Executive’s reasonable attorney’s fees and disbursements incurred in such litigation, and hereby agrees to pay prejudgment interest on any money judgment obtained by the
Executive calculated at Citibank’s (or any successor entity) prime rate of interest in effect from time to time from the date that payment(s) to the Executive should have been made under this Agreement. The reimbursement of an attorney’s
fees and disbursements incurred in such litigation will be made on or before the last day of the calendar year following the calendar year in which the expense was incurred. 
 (iii) Payment Obligations Absolute. The Corporation’s obligation to pay the Executive the compensation and to
make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have
against the Executive or anyone else. All amounts payable by the Corporation hereunder shall be paid without notice or demand. Except as expressly provided herein, the Corporation waives all rights which it may now have or may hereafter have
conferred upon it, by statute or otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Each and every payment made hereunder by the Corporation shall be final and the Corporation will not seek to recover all or any part of
such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever. 
 (iv)
Unfunded Obligation. The obligation of the Corporation under this Agreement shall be unfunded. The Corporation shall not be required to segregate any assets that may at any time be represented by benefits under this Agreement. The Corporation
shall not be deemed to be a trustee of any

  

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amounts to be paid under this Agreement. Any liability of the Corporation to the Executive with respect to any benefit shall be based solely upon any contractual obligations created hereunder; no
such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Corporation. 
 (v) Successors. This Agreement shall be binding upon and inure to the benefit of the Executive and the Executive’s estate, and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights
arising hereunder may be assigned or pledged by the Executive. The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to
assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. 
 (vi) Severability. Any provision in this Agreement which is prohibited or unenforceable in any jurisdiction shall as
to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. 
 (vii) Controlling Law. This Agreement
shall in all respects be governed by, and construed in accordance with, the laws of the State of Delaware. Where appearing in this Agreement, the masculine shall include the feminine and the plural shall include the singular, unless the context
clearly indicates otherwise. 
 (viii) Entire Agreement. The Executive and the Corporation acknowledge
that upon its effective date, this Agreement supersedes any and all prior agreements between the Executive and the Corporation under the Plan as in effect at this time or at any prior time. From and after the Relevant Date, except as specifically
provided herein, this Agreement shall supersede any other agreement between the parties with respect to severance pay and benefits. Notwithstanding the foregoing, any previously executed noncompetition agreement shall continue in effect following
the execution of this Agreement and the Relevant Date. 
  

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 (ix) Termination. This Agreement shall terminate on the third
anniversary of the date hereof unless either (1) a Change of Control occurs on or before such third anniversary or (2) the Committee or the Chief Executive Officer of the Corporation determines to extend this Agreement for an additional
three-year term or such shorter period as he or she determines to be appropriate. Notwithstanding the foregoing, if at the time when this Agreement would otherwise terminate, a third party has taken steps reasonably calculated to effect a Change of
Control or a Change of Control is otherwise under consideration, then this Agreement shall automatically continue in effect until (A) a Change of Control occurs, in which event this Agreement shall thereafter remain in effect in accordance with
its terms, or (B) the Board makes a good faith determination that in its opinion, the efforts by the third party or the Corporation to effect a Change of Control have been abandoned, at which time the Agreement shall terminate unless it is
extended pursuant to clause (2) of the preceding sentence. 
 IN WITNESS WHEREOF, the parties have executed this Agreement
on the    day of             , 20    . 
  

			
	  

	 Executive

	
	KIMBERLY-CLARK CORPORATION
		
	 By:
	 	  



  

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