kc_8k-exhibit10n.htm


    Exhibit
No. (10)n

     

    KIMBERLY-CLARK
CORPORATION

    PERFORMANCE
RESTRICTED STOCK UNIT

    AWARD
AGREEMENT

    


    


    This
Award, granted on the date approved by the Committee or the Chief Executive
Officer, as the case may be, and as reflected on the Merrill Lynch Benefits
OnLine site, or any successor system, via the Grant Summary screen as the Grant
Date, by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called
the "Corporation"), is subject to the terms and conditions of the 2001 Equity
Participation Plan (the “Plan”) and the Award Agreement, including any
country-specific terms contained in Appendix A to this Award
Agreement.

    W I T N E S S E T H:

    


    WHEREAS,
the Corporation has adopted the Plan to encourage those employees who materially
contribute, by managerial, scientific or other innovative means, to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or the Affiliate's long-term success;

    


    NOW,
THEREFORE, it is agreed as follows:

    


    
      	
              1.

            	
              Number of Share Units
      Granted.  The Corporation hereby grants to the
      Participant Performance Restricted Stock Units (“PRSUs”) at the target
      level approved on the date of grant and as reflected on the Merrill Lynch
      Benefits OnLine site, or any successor system, via the Grant Summary
      screen as the Units Granted (the “Target Level”), subject to the terms,
      conditions and restrictions set forth herein and in the Plan, and the
      Corporation's attainment of the Performance Goals established by the
      Committee as set forth on Appendix A-1. The actual number of PRSUs earned
      by the Participant at the end of the Restricted Period may range from 0 to
      200% of the Target Level.

            


    

    


    2.           Transferability
Restrictions.

    


    
      	
               
      

            	
              (a)

            	
              Restricted
      Period.  During the Restricted Period, the Participant
      may not sell, assign, transfer, or otherwise dispose of, or mortgage,
      pledge or otherwise encumber the Award.  Except as provided
      under paragraph 2, the Award, including any accrued dividend equivalents,
      shall be subject to forfeiture until the end of the Restricted Period
      three years after the date of this grant.  Participant becomes
      100% vested in the number of PRSUs earned based on attainment of the
      Performance Goal at the end of the Restricted Period as approved and
      authorized by the Committee.

            


    

    


    
      	
               
      

            	 	
              The
      Restricted Period shall begin on the date of the granting of this Award,
      and shall end three years after the date of this grant.  Holders
      of Awards shall have none of the rights of a shareholder with respect to
      such shares including, but not limited to, any right to receive dividends
      in cash or other property or
other

            


    


    
      
        
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              distribution
      or rights in respect of such shares except as otherwise provided in this
      Agreement, nor to vote such shares as the record owner
      thereof.

            


    

    


    During
each year in the Restricted Period, the Participant will not be paid dividend
equivalents on the unvested PRSUs but the Participant will receive a credit
equal to dividends declared on the Corporation’s Common Stock which will be
reinvested in additional PRSUs at the then fair market value of the
Corporation’s Common Stock on the date dividends are paid, and the additional
PRSUs will be accumulated and paid if and when the PRSUs vest, based on the
actual number of PRSUs that vest.  In the case of
dividends paid in property other than cash, the amount of the dividend shall be
deemed to be the fair market value of the property at the time of the payment of
the dividend, as determined in good faith by the Corporation.  The
Corporation shall not be required to segregate any cash or other property of the
Corporation.

    


    
      	
               
      

            	
              (b)

            	
              Termination of
      Employment.  Participant shall forfeit any unvested
      Award, including any accrued dividend equivalents, upon termination of
      employment unless such termination (i) is due to a Qualified Termination
      of Employment, or (ii) if more than six months after the date of grant,
      due to death, Retirement, Total and Permanent Disability, or the shutdown
      or divestiture of a business unit.  A termination of employment
      shall not be deemed to have occurred while a Participant is on military
      leave or other bona fide leave of absence if the period of such leave does
      not exceed six months, or if longer, so long as the Participant retains a
      right to reemployment with the Corporation or an Affiliate under an
      applicable statute or by contract.  For purposes of this
      subparagraph, a leave of absence constitutes a bona fide leave of absence
      only if there is a reasonable expectation that the Participant will return
      to perform services for the Corporation or an Affiliate.  If the
      period of leave exceeds six months and the Participant does not retain a
      right to reemployment under an applicable statute or by contract, the
      employment relationship is deemed to terminate on the first date
      immediately following such six-month period.  Notwithstanding
      the foregoing sentence, where a leave of absence is due to any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than six months, where such impairment causes the Participant to be unable
      to perform the duties of his or her position of employment or any
      substantially similar position of employment, a 29-month period of absence
      is substituted for such six-month period in determining whether a
      termination of employment shall be deemed to have occurred.  A
      termination of employment with the Corporation or an Affiliate to accept
      immediate reemployment with the Corporation or an Affiliate likewise shall
      not be deemed to be a termination of employment for purposes of the
      Plan.  A Participant who is classified as an intermittent
      employee shall be deemed to have a termination of employment for purposes
      of the Plan.  Notwithstanding anything in this Plan to the
      contrary, a termination of employment with respect to any Restricted Share
      Units that are required to meet the requirements of Section 409A of the
      Code and the regulations thereunder shall not be deemed to be a
      termination of employment for purposes of the Plan if it is anticipated
      that the level of bona fide services the Participant would perform after
      such date would continue at a rate equal to more than 20 percent of the
      average level of bona fide services performed over the immediately
      preceding 36-month period (or the full period of services to
      the

            


    


    
      
        
          


           

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              Corporation
      or an Affiliate if the Participant has been providing such services less
      than 36 months).

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                Death, Retirement, or Total and
      Permanent Disability.  In the event that more than six
      months after the date of grant the Participant’s termination of employment
      is due to death or Total and Permanent Disability, it shall result in pro
      rata vesting in the number of PRSUs earned.   This pro rata
      vesting shall be determined based on the Target Level of  PRSUs 
      (including any accrued dividend equivalents accumulated pursuant to
      Section 2(a)) (1) prorated for the number of full months of employment
      during the Restricted Period prior to the Participant’s termination of
      employment, multiplied by (2) the Performance Goal percentage as approved
      and authorized by the Committee at the end of the Restricted
      Period.  Any fractional share of the Company resulting from such
      a prorated award shall be rounded to the nearest whole share and shall be
      paid within 70 days following the end of the Restricted
      Period.  In the event that more than six months after the date
      of grant the Participant’s termination of employment is due to Retirement
      it shall result in 100% vesting in the number of PRSUs earned based on
      attainment of the Performance Goal at the end of the Restricted Period as
      approved and authorized by the Committee, and such Award shall be paid
      within 70 days following the end of the Restricted
  Period.

              


      

       

    

    
      	
               
      

            	
              Notwithstanding
      this Section 2(c), if the Corporation receives an opinion of counsel that
      there has been a legal judgment and/or legal development in the
      Participant’s jurisdiction that would likely result in the favorable
      Retirement treatment that applies to the PRSUs under this Section 2(c)
      being deemed unlawful and/or discriminatory, then the Corporation will not
      apply the favorable Retirement treatment and PRSUs will be treated as they
      would under the rules that apply if the Participant’s employment with the
      Corporation or an Affiliate ends for any other reason, as
      applicable.

            


    

     

    
      
        	
                 
      

              	
                (d)

              	
                Shutdown or
      Divestiture.  In the event that more than six months
      after the date of grant the Participant’s termination of employment is due
      to the shutdown or divestiture of the Corporation’s or its Affiliate’s
      business it shall result in pro rata vesting in the number of PRSUs
      earned.  This pro rata vesting shall be determined based on the
      Target Level of  PRSUs  (including any accrued dividend
      equivalents accumulated pursuant to Section 2(a)) (1)  prorated
      for the number of full years of employment during the Restricted Period
      prior to the Participant’s termination of employment, multiplied by (2)
      the Performance Goal percentage as approved and authorized by the
      Committee at the end of the Restricted Period. Any fractional share of the
      Company resulting from such a prorated award shall be rounded to the
      nearest whole share and shall be paid within 70 days following the end of
      the Restricted
Period.

              


      




    
      
        
          


           

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              (e)

            	
              Qualified Termination
      of Employment.  In the event of a Qualified Termination
      of Employment all restrictions will lapse and the shares will become fully
      vested and the number of shares that shall be considered to vest shall be
      the greater of the Target Level or the number of shares which would have
      vested based on the attainment of the Performance Goal as of the end of
      the prior calendar year and shall be paid within 10 days following the
      last day of employment of the Participant with the
      Corporation.  Notwithstanding anything in this Agreement to the
      contrary, the payment of an Award to a Key Employee who has separated from
      service due to a Qualified Termination of Employment shall be made at the
      earlier of the first day of the seventh month following the date of
      separation from service or the end of the Restricted Period.  A
      Key Employee is any Participant who meets the definition of a specified
      employee as defined in Section 409A(a)(2)(B)(i) of the Code and the
      regulations promulgated thereunder.

            


    

     

    
      
        	
                 
      

              	
                (f)

              	
                Payment of
      Awards.  The payment of the Award shall be made in shares
      of Common Stock except that any accrued dividend equivalents accumulated
      pursuant to Section 2(a) shall be paid in cash.  Except as may
      otherwise be provided in subparagraph 2(e), the payment of an Award shall
      be made within 70 days following the end of the Restricted
      Period.

              


      

       

    

    
      	
               
      

            	
              (g)

            	
              Payment of Withholding
      Taxes.  No shares of Common Stock, nor any cash payment,
      may be delivered under this Award, unless prior to or simultaneously with
      such issuance, the Participant or, in the event of his death, the person
      succeeding to his rights hereunder, shall pay to the Corporation such
      amount as the Corporation advises is required under applicable federal,
      state or local laws to withhold and pay over to governmental taxing
      authorities by reason of the delivery of such shares of Common Stock and
      any cash payment pursuant to this Award.  The Corporation may,
      in its discretion, withhold payment of required withholding taxes with
      cash or shares of Common Stock which otherwise would be delivered
      following the date of vesting of the Award under this paragraph
      2.

            


    

    


    
      	
              3.

            	
              Nontransferability.
      Neither the Award nor the Participant’s right to receive payment for
      vested Awards may be assigned or transferred except upon the death of the
      Participant (i) by will, (ii) by the laws of descent and distribution or
      (iii) for Participants residing in the U.S., pursuant to a designation by
      the Participant of a beneficiary or beneficiaries, provided that no such
      designation shall be effective unless filed with the Committee prior to
      the death of such Participant.

            


    

    


    
      	
              4.

            	
              Compliance with
      Law.  No payment may be made under this Award, unless
      prior to the issuance thereof, the Corporation shall have received an
      opinion of counsel to the effect that this Award by the Corporation to the
      Participant will not constitute a violation of the Securities Act of 1933,
      as amended.  As a condition of this Award, the Participant
      shall, if requested by the Corporation, submit a written statement in form
      satisfactory to counsel for the Corporation, to the effect that any shares
      received under this Award shall be for investment and not with a view to
      the distribution thereof within the meaning of the Securities Act of 1933,
      as amended, and the Corporation shall have the right, in its discretion,
      to cause the certificates representing shares hereunder to be
      appropriately legended to refer to such undertaking or to any legal
      restrictions imposed upon the transferability thereof by reason of such
      undertaking.

            


    


    
      
        
          


           

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              The
      Award granted hereby is subject to the condition that if the listing,
      registration or qualification of the shares subject hereto on any
      securities exchange or under any state or federal law, or if the consent
      or approval of any regulatory body shall be necessary as a condition of,
      or in connection with, the granting of the Award or the delivery of shares
      thereunder, such shares may not be delivered unless and until such
      listing, registration, qualification, consent or approval shall have been
      effected or obtained.  The Corporation agrees to use its best
      efforts to obtain any such requisite listing, registration, qualification,
      consent or approval.

            


    

    


    
      	 	
              The
      Participant is solely responsible for obtaining/providing whatever
      exchange control approvals, permits, licenses, or notices, which may be
      necessary for the Participant to hold the Award, or to receive any payment
      of cash or shares or to hold or sell the shares subject to the Award, if
      any.  Neither the Corporation nor its Affiliates will be
      responsible for obtaining any such approvals, licenses or permits, or for
      making any such notices, nor will the Corporation nor its Affiliates be
      liable for any fines or penalties the Participant may incur for failure to
      obtain any required approvals, permits or licenses or to make any required
      notices.

            


    

    


    
      	
              5.

            	
              No Right of Continued
      Employment.  The granting of this Award does not confer
      upon the Participant any legal right to be continued in the employ of the
      Corporation or its Affiliates, and the Corporation and its Affiliates
      reserve the right to discharge the Participant whenever the interest of
      the Corporation or its Affiliates may so require without liability to the
      Corporation or its Affiliates, the Board of Directors of the Corporation
      or its Affiliates, or the Committee, except as to any rights which may be
      expressly conferred on the Participant under this
  Award.

            


    

    


    
      	
              6.

            	
              Discretion of the
      Corporation, Board of Directors and the Committee.  Any
      decision made or action taken by the Corporation or by the Board of
      Directors of the Corporation or by the Committee arising out of or in
      connection with the construction, administration, interpretation and
      effect of this Award shall be within the absolute discretion of the
      Corporation, the Board of Directors of the Corporation or the Committee,
      as the case may be, and shall be conclusive and binding upon all
      persons.

            


    

    


    
      	
              7.

            	
              Inalienability of
      Benefits and Interest.  This Award and the rights and
      privileges conferred hereby shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or charge, and any such attempted action shall be void and no such benefit
      or interest shall be in any manner liable for or subject to debts,
      contracts, liabilities, engagements, or torts of the
      Participant.

            


    

    


    
      	
              8.

            	
              Delaware Law to
      Govern.  The Plan is governed by and subject to the laws
      of the United States of America.  All questions pertaining to
      the construction, interpretation, regulation, validity and effect of the
      provisions of this Award and any rights under the Plan shall be determined
      in accordance with the laws of the State of
  Delaware.

            


    

    


    
      	
              9.

            	
              Purchase of Common
      Stock.  The Corporation and its Affiliates may, but shall
      not be required to, purchase shares of Common Stock of the Corporation for
      purposes of satisfying the requirements of this Award.  The
      Corporation and its Affiliates shall have no obligation to retain and
      shall have the unlimited right to sell or otherwise deal with for their
      own account, any shares of common stock of the Corporation purchased for
      satisfying the requirements of this
Award.

            


    


    
      
        
          


           

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              10.

            	
              Notices.  Any
      notice to be given to the Corporation under this Award shall be addressed
      to the Corporation in care of its Director of Compensation located at the
      World Headquarters, and any notice to be given to the Participant under
      the terms of this Award may be addressed to him at his address as it
      appears on the Corporation's records, or at such other address as either
      party may hereafter designate in writing to the other.  Any such
      notice shall be deemed to have been duly given if and when enclosed in a
      properly sealed envelope or wrapper addressed as aforesaid, registered and
      deposited, postage and registry fee prepaid, in a post office or branch
      post office regularly maintained by the United States
      Government.

            


    

    


    
      	
              11.

            	
              Changes in
      Capitalization.  In the event there are any changes in
      the common stock or the capitalization of the Corporation through a
      corporate transaction, such as any merger, any acquisition through the
      issuance of capital stock of the Corporation, any consolidation, any
      separation of the Corporation (including a spin-off or other distribution
      of stock of the Corporation), any reorganization of the Corporation
      (whether or not such reorganization comes within the definition of such
      term in section 368 of the Code), or any partial or complete liquidation
      by the Corporation, recapitalization, stock dividend, stock split or other
      change in the corporate structure, appropriate adjustments and changes
      shall be made by the Committee in (a) the number of shares subject to this
      Award, and (b) such other provisions of this Award as may be necessary and
      equitable to carry out the foregoing
purposes.

            


    

    


    
      	
              12.

            	
              Effect on Other
      Plans.  All benefits under this Award shall constitute
      special compensation and shall not affect the level of benefits provided
      to or received by the Participant (or the Participant's estate or
      beneficiaries) as part of any employee benefit plan of the Corporation or
      an Affiliates.  This Award shall not be construed to affect in
      any way the Participant's rights and obligations under any other plan
      maintained by the Corporation or an Affiliate on behalf of
      employees.

            


    

    


    
      	
              13.

            	
              Discretionary Nature
      of Award.  The grant of an Award is a one-time benefit
      and does not create any contractual or other right to receive a grant of
      Awards or benefits in lieu of Awards in the future.  Future
      grants, if any, will be at the sole discretion of Kimberly-Clark,
      including, but not limited to, the timing of any grant, the number of
      PRSUs and vesting provisions.  The value of the Award is an
      extraordinary item of compensation outside the scope of the Participant’s
      employment contract, if any.  As such, the Award is not part of
      normal or expected compensation for purposes of calculating any severance,
      resignation, redundancy, end of service payments, bonuses, long-service
      awards, pension or retirement benefits or similar
  payments.

            


    

    


    
      	
              14.

            	
              Data
      Privacy.  The Participant hereby authorizes their
      employer to furnish the Corporation (and any agent of the Corporation
      administering the Plan or providing Plan recordkeeping services) with such
      information and data as it shall request in order to facilitate the grant
      of Awards and administration of the Plan and the Participant waives any
      data privacy rights such Participant might otherwise have with respect to
      such information.

            


    

    


    
      	
              15.

            	
              Conflict with
      Plan.  This Award is awarded pursuant to and subject to
      the Plan.  This Agreement is intended to supplement and carry
      out the terms of the Plan.  It is subject to all terms and
      provisions of the Plan and, in the event of a conflict, the Plan shall
      prevail.

            


    


    
      
        
          


           

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              16.

            	
              Successors.  This
      Award shall be binding upon and inure to the benefit of any successor or
      successors of the Corporation.

            


    

    


    
      	
              17.

            	
              Amendments.  The
      Committee may at any time alter or amend this Award to the extent (1)
      permitted by law, (2) permitted by the rules of any stock exchange on
      which the common stock or any other security of the Corporation is listed,
      and (3) permitted under applicable provisions of the Securities Act of
      1933, as amended, the Securities Exchange Act of 1934, as amended
      (including rule 16b-3 thereof).

            


    

    


    
      	
              18.

            	
              Defined
      Terms.  Terms which are capitalized are defined herein or
      in the Plan and have the same meaning set forth in the Plan, unless the
      context indicates otherwise.

            


    

    


    
      	
              19.

            	
              For U.S. Participant’s
      Only.  A U.S. Participant who has not previously signed a
      noncompete agreement has until the end of the one hundred twenty (120) day
      period beginning from the date of grant of this Award to sign and return
      the Noncompete Agreement provided to such Participant.  If the
      U.S. Participant does not sign and return the provided Noncompete
      Agreement on or before the end of such one hundred twenty (120) day period
      then the grant of the Award, as set forth in Section 1, shall not be
      binding on and shall be voidable by the Corporation, in which case it
      shall have no further force or
effect.

            


    

    


    
      	
              20.

            	
              Acceptance of Award
      terms and conditions.  An Participant has until the end
      of the one hundred twenty (120) day period beginning from the date of
      grant of this Award to accept this Award Agreement.  If the
      Participant does not accept this Award Agreement on or before the end of
      such one hundred twenty (120) day period then the grant of the Award, as
      set forth in Section 1, shall not be binding on and shall be voidable by
      the Corporation, in which case it shall have no further force or
      effect.

            


    

    


    
      	
               
      

            	
              Acknowledgment of
      Conditions

            


    

    


    I
understand and acknowledge the following conditions with respect to the Award
granted to me under Kimberly-Clark Corporation’s 2001 Equity Participation
Plan:

    


    
      	
              ·

            	
              The
      Plan is established voluntarily by the Corporation, it is discretionary in
      nature and the Corporation may modify, amend, suspend, cancel or terminate
      it at any time.  The grant of an Award is a one-time benefit and
      does not create any contractual or other right to receive an Award or
      benefits in lieu of an Award in the future, even if the Awards have been
      granted repeatedly in the past.  Future grants, if any, will be
      at the sole discretion of the Corporation, including, but not limited to,
      the timing of any grant, the number of Awards, vesting provisions and the
      exercise price.

            


    

    


    
      	
              ·

            	
              My
      participation in the Plan is voluntary. Participation in the Plan will not
      create a right to further employment with the Participant’s actual
      employer (the “Employer”) and shall not interfere with the ability of the
      Employer to terminate my employment relationship at any
      time.  Further, the Award and my participation in the Plan will
      not be interpreted to form an employment contract or relationship with the
      Corporation or any Affiliate.

            


    

    


    
      	
              ·

            	
              The
      value of the Award is an extraordinary item outside the scope of my
      employment contract, if any, and is not intended to replace any pension
      rights or compensation.  As such, the restricted share unit
      award is not part of normal or expected compensation for purposes of
      calculating any severance, resignation, termination, redundancy,
      dismissal,

            


    


    
      
        
          


           

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              end
      of service payments, bonuses, long-service awards, pension, retirement or
      welfare benefits or similar payments and in no event shall be considered
      as compensation for, or relating in any way to, past services for the
      Corporation or my Employer.

            


    

    


    
      	
              ·

            	
              The
      future value of the underlying shares is unknown and cannot be predicted
      with certainty.  If the underlying shares do not increase in
      value, the Award will have no
value.

            


    

    


    
      	
              ·

            	
              The
      Award and benefits under the Plan, if any, will not automatically transfer
      to another company in the case of a merger, take-over or transfer of
      liability.

            


    

     

    
      	
              ·

            	
              In
      consideration of the grant of the Award, no claim or entitlement to
      compensation or damages shall arise from termination of the Award, and no
      claim or entitlement to compensation or damages shall arise from any
      diminution in value of the PRSUs or shares received upon vesting of PRSUs
      resulting from termination of my employment by the Corporation or the
      Employer (for any reason whatsoever and whether or not in breach of local
      labor laws) and I irrevocably release the Corporation and the Employer
      from any such claim that may arise; if, notwithstanding the foregoing, any
      such claim is found by a court of competent jurisdiction to have arisen,
      then, by accepting this Award Agreement, I shall be deemed irrevocably to
      have waived any entitlement to pursue such
  claim.

            


    

     

    
      	
              ·

            	
              In
      the event of termination of my employment (whether or not in breach of
      local labor laws and except as otherwise explicitly provided in the Award
      Agreement of the Plan), my right to receive PRSUs and vest under the Plan,
      if any, will terminate effective as of the date that I am no longer
      actively employed and will not be extended by any notice period mandated
      under local law (e.g., active employment
      would not include a period of “garden leave” or similar period pursuant to
      local law); the Committee shall have the exclusive discretion to determine
      when I am no longer actively employed for purposes of the
      Award.

            


    

     

    
      	
              ·

            	
              The
      Corporation is not providing any tax, legal or financial advice, nor is
      the Corporation making any recommendations regarding participation in the
      Plan.  Further, I have been advised to consult with my own
      advisors regarding participation in the Plan before taking any action
      related to the Plan.

            


    

     

    
      	
              ·

            	
              Regardless
      of any action the Corporation or the Employer takes with respect to any or
      all income tax (including federal, state and local taxes), social
      insurance, payroll tax, payment on account or other tax-related items
      related to my participation in the Plan and legally applicable to me, or
      deemed by the Corporation or the Employer to be an appropriate charge to
      me even if technically due by the Corporation or the Employer
      (“Tax-Related Items”), I acknowledge that the ultimate liability for all
      Tax-Related Items is and remains my responsibility and may exceed the
      amount actually withheld by the Corporation or the Employer.  I
      further acknowledge that the Corporation and/or the Employer (i) make
      no representations or undertakings regarding the treatment of any
      Tax-Related Items in connection with any aspect of the Award, including
      the grant of the PRSUs, the vesting of PRSUs, the conversion of the PRSUs
      into shares or the receipt of an equivalent cash payment, the subsequent
      sale of any shares acquired at vesting and the receipt of any dividends;
      and (ii) do not commit to and are under no obligation to structure
      the terms of the grant or any aspect of the Award to reduce or eliminate
      the my liability for Tax-Related Items or achieve any particular tax
      result.  Further, if I have become subject to tax in more than
      one jurisdiction between the date of grant and the date of any relevant
      taxable or tax withholding event, as applicable, I acknowledge that the
      Corporation and/or the Employer

            


    


    
      
        
          


           

          Page 8 of
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              (or
      former employer, as applicable) may be required to withhold or account for
      Tax-Related Items in more than one
jurisdiction.

            


    

     

    
      	
              ·

            	
              Prior
      to the relevant taxable or tax withholding event, as applicable, I shall
      pay or make adequate arrangements satisfactory to the Corporation and/or
      the Employer to satisfy or account for all Tax-Related
      Items.  In this regard, I authorize the Corporation or the
      Employer, or their respective agents, at their discretion, to satisfy the
      obligations with regard to all Tax-Related Items by one or a combination
      of the following:

            


    

     

    
      	
               
      

            	
              1.

            	
              withholding
      from my wages or other cash compensation paid to me by the Corporation
      and/or the Employer; or

            


    

     

    
      	
               
      

            	
              2.

            	
              withholding
      from proceeds of the sale of shares acquired upon vesting of the Award
      either through a voluntary sale or through a mandatory sale arranged by
      the Corporation (on my behalf, pursuant to this authorization);
      or

            


    

     

    
      	
               
      

            	
              3.

            	
              withholding
      in shares to be issued upon vesting of the
  Award.

            


    

     

    
      	
              ·

            	
              To
      avoid negative accounting treatment, the Corporation may withhold or
      account for Tax-Related Items by considering applicable minimum statutory
      withholding amounts or other applicable withholding rates.  If
      the obligation for Tax-Related Items is satisfied by withholding in
      shares, for tax purposes, I am deemed to have been issued the full number
      of shares subject to the Award, notwithstanding that a number of shares
      are held back solely for the purpose of paying the Tax-Related Items due
      as a result of any aspect of my participation in the
  Plan.

            


    

     

    
      	
              ·

            	
              Finally,
      I shall pay to the Corporation or to the Employer any amount of
      Tax-Related Items that the Corporation or the Employer may be required to
      withhold or account for as a result of my participation in the Plan that
      cannot be satisfied by the means previously described.  The
      Corporation may refuse to deliver shares or the proceeds of  the
      sale of shares to me if I fail to comply with my obligations in connection
      with the Tax-Related Items.

            


    

     

    
      	
              ·

            	
              I
      hereby
      explicitly and unambiguously consent to the collection, use and transfer,
      in electronic or other form, of my personal data as described in this
      Award Agreement by and among, as applicable, my Employer, the Corporation,
      and its Affiliates for the exclusive purpose of implementing,
      administering and managing my participation in the
      Plan.

            


    

     

    
      	
              ·

            	
              I understand
      that the Corporation and my Employer
      may hold certain personal information about me, including, but not limited
      to, my name, home
      address and telephone number, date of birth, social insurance number or
      other identification number, salary, nationality, job title, any shares of
      common stock or directorships held in the Corporation, details of all
      Awards or any
      other entitlement to shares awarded, canceled, vested, unvested or
      outstanding in my favor, for
      the purpose of implementing, administering and managing the Plan
      (“Data”).  I understand
      that Data may be transferred to any third parties assisting in the
      implementation, administration and management of the Plan, that these
      recipients may be located in my country,
      or elsewhere, and that my country may have different data privacy laws and
      protections than my
      country.  I understand
      that I may
      request a list with the names and addresses of any potential recipients of
      the Data by contacting my local
      human resources representative.  I authorize
      the recipients to receive, possess,
use,

            


    


    
      
        
          


           

          Page 9 of
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              retain and
      transfer the Data, in electronic or other form, for the purposes of
      implementing, administering and managing my
      participation in the Plan, including any requisite transfer of such Data
      as may be required to a broker, escrow agent or other third party with
      whom the shares received upon vesting of the PRSUs may be
      deposited.  I understand
      that Data will be held only as long as is necessary to implement,
      administer and manage my
      participation in the Plan.  I understand
      that I may, at
      any time, view Data, request additional information about the storage and
      processing of Data, require any necessary amendments to Data or refuse or
      withdraw the consents herein, in any case without cost, by contacting in
      writing my local
      human resources representative.  I understand
      that refusal or withdrawal of consent may affect my ability to
      participate in the Plan.  For more information on the
      consequences of my refusal to
      consent or withdrawal of consent, I understand
      that I may
      contact my local
      human resources
representative.

            


    

     

    
      	
              ·

            	
              The
      Plan is governed by and subject to U.S. law.  Interpretation of
      the Plan and my rights under the Plan will be governed by provisions of
      U.S. law.  For purposes of litigating any dispute that arises
      under this Award or Award Agreement, the parties submit to and consent to
      the jurisdiction of the State of Delaware, and agree that such litigation
      shall be conducted in the federal courts for the United States for the
      Northern District of Texas and no other
courts.

            


    

     

    
      	
              ·

            	
              I
      understand that I am solely responsible for obtaining/providing whatever
      exchange control approvals, permits, licenses or notices, which may be
      necessary for my Award, to acquire the shares or to hold or sell the
      shares subject to the PRSU award. Neither the Corporation nor its
      Affiliates will be responsible for obtaining such approvals, licenses or
      permits, or for making any such notices, nor will the Corporation or its
      Affiliates be liable for any fines or penalties I may incur for failure to
      obtain any required approvals, permits or licenses or to make any required
      notices.

            


    

     

    
      	
              ·

            	
              If
      one or more of the provisions of this Award Agreement shall be held
      invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby and the invalid, illegal or unenforceable
      provisions shall be deemed null and void; however, to the extent
      permissible by law, any provisions which could be deemed null and void
      shall first be construed, interpreted or revised retroactively to permit
      this Award Agreement to be construed so as to foster the intent of this
      Award Agreement and the Plan.

            


    

     

    
      	
              ·

            	
              If
      I have received this Award Agreement or any other document related to the
      Plan translated into a language other than English and if the translated
      version is different than the English version, the English version will
      control.

            


    

     

    
      	
              ·

            	
              Notwithstanding
      any provisions in this Award Agreement, the Award shall be subject to any
      special terms and conditions set forth in Appendix A to this Award
      Agreement for my country.  Moreover, if I relocate to one of the
      countries included in Appendix A, the special terms and conditions for
      such country will apply to me, to the extent the Corporation determines
      that the application of such terms and conditions is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan.  Appendix A constitutes part of this
      Award Agreement.

            


    

     

    
      	
              ·

            	
              I
      recognize that the grant of this restricted share unit award is not an
      element of my normal or expected compensation and I acknowledge that I
      have no future rights to Awards
under

            


    


    
      
        
          


           

          Page 10 of
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              this
      or any other plans offered by the Corporation, including but not limited
      to, upon termination of the Plan or upon severance of my
      employment.

            


    

     

    
      	
              ·

            	
              The
      Corporation reserves the right to impose other requirements on my
      participation in the Plan, on the Award and on any shares acquired under
      the Plan, to the extent the Corporation determines it is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan, and to require me to sign any additional
      agreements or undertakings that may be necessary to accomplish the
      foregoing.

            


    

    


    


    Conclusion and
Acceptance

    


    I
accept this grant via electronic signature by clicking the "Accept" icon and
certify that I have read, understand and agree to the terms and conditions of
the Plan, the provisions of the applicable Award Agreement and all other
applicable documents (including any country-specific terms applicable to my
grant). I hereby authorize my Employer to furnish the Corporation (and any agent
administering the Plan or providing recordkeeping services) with such
information and data as it shall request in order to facilitate the grant of
Awards and enable administration of the Plan and I understand that such
information shall be used only as long and to the extent necessary to administer
my participation in the Plan. I agree that my participation in the Plan and the
Awards granted to me under the Plan will be governed solely by provisions of
U.S. law.


    
      
        
          1


           

          Page 11 of
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    KIMBERLY-CLARK
CORPORATION

    PERFORMANCE
RESTRICTED STOCK UNIT

    AWARD AGREEMENT 

    


    APPENDIX
A

    


    


    This
Appendix A includes additional terms and conditions that govern the Award
granted to the Participant under the Plan if the Participant resides in one of
the countries listed below.  Certain capitalized terms used but not
defined in this Appendix A have the meanings set forth in the Plan and/or the
Award Agreement.

    


    The
Appendix A also includes information regarding exchange controls and certain
other issues of which the Participant should be aware with respect to the
Participant’s participation in the Plan.  The information is based on
the securities, exchange control and other laws in effect in the respective
countries as of February 2009.  Such laws are often complex and change
frequently.  As a result, the Corporation strongly recommends that the
Participant not rely on the information noted herein as the only source of
information relating to the consequences of the Participant’s participation in
the Plan because the information may be out of date at vesting of the Award or
the subsequent sale of the shares or receipt of any dividends.

    


    In
addition, the information is general in nature and may not apply to the
Participant’s particular situation, and the Corporation is not in a position to
assure the Participant of any particular result.  Accordingly, the
Participant is advised to seek appropriate professional advice as to how the
relevant laws in the Participant’s country may apply to the Participant’s
situation.

    


    Finally,
if the Participant is a citizen or resident of a country other than the one in
which the Participant is currently working, the information contained herein may
not be applicable to the Participant.

    


    AUSTRALIA

    


    Securities
Law Notice

    


    If the
Participant acquires shares of the Corporation’s common stock pursuant to this
Award and the Participant offers his or her shares of the Corporation’s common
stock for sale to a person or entity resident in Australia, the offer may be
subject to disclosure requirements under Australian law.  The Participant should obtain legal
advice on his or her disclosure obligations prior to making any such
offer.

    


    Award
Payable Only in Shares

    


    Notwithstanding
any discretion contained in the Plan, or any provision in the Award Agreement to
the contrary, Awards granted to Participants in Australia shall be paid in
shares of the Corporation’s common stock only and do not provide any right for
Participant to receive a cash payment.


    
      
        
          


           

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    CANADA

    


    Award
Payable Only in Shares

    


    Notwithstanding
any discretion contained in the Plan, or any provision in the Award Agreement to
the contrary, Awards granted to Participants in Canada shall be paid in shares
of the Corporation’s Common Stock only and do not provide any right for
Participant to receive a cash payment.

    


    Securities
Law Notice

    


    The
Participant is permitted to sell shares acquired through the Plan through the
designated broker appointed under the Plan, if any, provided the resale of
shares acquired under the Plan takes place outside of Canada through the
facilities of a stock exchange on which the shares are listed.  The
Corporation’s shares are currently listed on New York Stock
Exchange.

    


    For
Awards Granted to Participants in Quebec:  Language
Consent

    


    The
parties acknowledge that it is their express wish that the Award Agreement, as
well as all documents, notices and legal proceedings entered into, given or
instituted pursuant hereto or relating directly or indirectly hereto, be drawn
up in English.

    


    Les
parties reconnaissent avoir exigé la rédaction en anglais de la convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

    


    Authorization
to Release and Transfer Necessary Personal Information

    


    The
Participant hereby authorizes the Corporation and the Corporation’s
representatives to discuss with and obtain all relevant information from all
personnel, professional or not, involved in the administration and operation of
the Plan.  The Participant further authorizes the Corporation, any
parent, subsidiary or Affiliate and the plan administrators to disclose and
discuss the Plan with their advisors.  The Participant further
authorizes the Corporation and any parent, subsidiary or Affiliate to record
such information and to keep such information in the Participant’s employee
file.

    


    CHINA

    


    Vesting
and Payment of Award Only After Exchange Control Approval

     

    Notwithstanding
anything to the contrary in the Award Agreement, due to regulatory requirements
in China, this Award,
including any accrued dividend equivalents, shall be subject to forfeiture and
no payment may be delivered under this Award, in whole or in part, until the
exchange control consent or approval shall have been effected or obtained from
the Chinese Central Bank and State Administration of Foreign Exchange or any
other regulatory body as shall be necessary as a condition of, or in connection
with, the granting, vesting or exercisability of the Award.


    
      
        
          


           

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    Exchange
Control Notice

     

    Notwithstanding
anything to the contrary in the Award Agreement, due to regulatory requirements
in China, the Corporation reserves the right to force the Participant to
immediately sell all of the shares upon vesting of the Award, upon notice to the
Participant.

     

    The
Participant understands and agrees that due to exchange control laws in China,
the Participant will be required to immediately repatriate the cash proceeds
from the sale of shares to China.  The Participant further understands
that such repatriation of the cash proceeds may need to be effected through a
special exchange control account established by the Corporation or a parent,
subsidiary or Affiliate, and the Participant hereby consents and agrees that the
cash proceeds may be transferred to such special account prior to being
delivered to the Participant.  In addition, the Participant
understands and agrees that the Corporation and its subsidiaries and Affiliates
assume no liability for any currency fluctuations or delays in delivery of
proceeds from the sale of shares.

    


    FRANCE

     

    Consent to Receive Information in
English

     

    By accepting the Award Agreement
providing for the terms and conditions of the Participant’s option grant, the
Participant confirms having read and understood the documents relating to this
grant (the Plan and this Award Agreement) which were provided in English
language.  The Participant accepts the terms of those documents
accordingly.

     

    En acceptant le Contrat
d'Attribution décrivant les termes et conditions de l’attribution d’options, le
participant confirme ainsi avoir lu et compris les documents relatifs à cette
attribution (le Plan U.S. et ce Contrat d'Attribution) qui ont été communiqués en langue
anglaise. Le participant
accepte les termes en connaissance de cause.

     

    HONG KONG

     

    Securities Law
Notice

     

    The offer of the option and the shares
to be issued upon vesting are available only to eligible employees of the
Corporation or its Affiliates participating in the Plan and is not a public
offer of securities.  The Participant should be aware that the
contents of this Award Agreement have not been reviewed by any regulatory
authority in Hong Kong.  The Participant is advised to exercise
caution in relation to the offer.  If the Participant is in any doubt
about any of the contents of the Award Agreement or the Plan, the Participant
should obtain independent professional advice.

     

    Sale of
Shares

     

    In the event the Award vests within six
months of the date of grant, the Participant agrees that he or she will not
dispose of the shares acquired prior to the six-month anniversary of the date of
grant.


    
      
        
          


           

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    Occupational Retirement Schemes
Ordinance Alert

     

    The Corporation
specifically intends that neither the Award nor the Plan will be an occupational
retirement scheme for purposes of the Occupational Retirement Schemes Ordinance
(“ORSO”).

    


    INDIA

    


    Fringe
Benefit Tax

    


    By
accepting this option and participating in the Plan, the Participant consents
and agrees to assume any and all liability for fringe benefit tax that may be
payable by the Participant or the Employer in connection with the Plan upon
request of the Corporation and at the Corporation’s sole
discretion.  The Participant understands that the grant of the Award
and participation in the Plan is contingent upon his or her agreement to assume
liability for fringe benefit tax payable on the shares of Common Stock acquired
under the Plan if the Corporation so requests.

    


    Further,
by accepting this Award and participating in the Plan, the Participant agrees
that the Corporation and/or the Employer may collect fringe benefit tax from the
Participant by any of the means set forth in the Acknowledgment of Conditions
section of the Award Agreement or any other reasonable method established by the
Corporation.  The Participant also agrees to execute any other
consents or elections required to accomplish the foregoing, promptly upon
request of the Corporation.

    


    ITALY

    


    Data
Privacy Notice and Consent.

    


    This
provision replaces in its entirety the data privacy section in the Award
Agreement:

    


    The
Participant hereby explicitly and unambiguously consents to the collection, use,
processing and transfer, in electronic or other form, of his or her personal
data as described in this section of this Appendix A by and among, as
applicable, the Employer, the Corporation and any Affiliate for the exclusive
purpose of implementing, administering, and managing the Participant’s
participation in the Plan.

    


    The
Participant understands that the Employer, the Corporation and any Affiliate
hold certain personal information about him or her, including, but not limited
to, the Participant’s name, home address and telephone number, date of birth,
social insurance or other identification number, salary, nationality, job title,
any shares of Common Stock or directorships held in the Corporation or any
Affiliate, details of all Awards, or any other entitlement to shares of Common
Stock awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the exclusive purpose of implementing, managing and
administering the Plan (“Data”).

    


    The
Participant also understands that providing the Corporation with Data is
necessary for the performance of the Plan and that his or her refusal to provide
such Data would make it impossible for the Corporation to perform its
contractual obligations and may affect the Participant’s ability to participate
in the Plan.  The Controller of personal data processing is
Kimberly-Clark Corporation  with registered offices at 351 Phelps
Drive,


    
      
        
          


           

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    Irving,
Texas  75038, United States of America, and, pursuant to Legislative
Decree no. 196/2003, its representative in Italy is Kimberly-Clark s.r.l. at Via
Della Rocca, 49, Torino, Italy.

    


    The
Participant understands that Data will not be publicized, but it may be
transferred to banks, other financial institutions, or brokers involved in the
management and administration of the Plan.  The Participant
understands that Data may also be transferred to the Corporation’s independent
registered public accounting firm.  The Participant further understand
that the Corporation and/or any Affiliate  will transfer Data among
themselves as necessary for the purpose of implementing, administering and
managing the Participant’s participation in the Plan, and that the Corporation
and/or any Affiliate may each further transfer Data to third parties assisting
the Corporation in the implementation, administration, and management of the
Plan, including any requisite transfer of Data to a broker or other third party
with whom the Participant may elect to deposit any shares of Common Stock
acquired under the Plan.  Such recipients may receive, possess, use,
retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing the Participant’s participation in the
Plan.  The Participant understands that these recipients may be
located in or outside the European Economic Area, such as in the United States
or elsewhere.  Should the Corporation exercise its discretion in
suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has completed all
the necessary legal obligations connected with the management and administration
of the Plan.

    


    The
Participant understands that Data processing related to the purposes specified
above shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which Data is collected and
with confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.

    


    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable laws and regulations, does not require the Participant’s
consent thereto as the processing is necessary to performance of contractual
obligations related to implementation, administration, and management of the
Plan.  The Participant understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, he or she has the right to, including but not
limited to, access, delete, update, correct, or terminate, for legitimate
reason, the Data processing.  Furthermore, the Participant is aware
that Data will not be used for direct marketing purposes.  In
addition, Data provided can be reviewed and questions or complaints can be
addressed by contacting the Participant’s local human resources
representative.

    


    Plan
Document Acknowledgment

    


    In
accepting the grant of this Award, the Participant acknowledges that he or she
has received a copy of the Plan and the Award Agreement and has reviewed the
Plan and the Award Agreement, including this Appendix A, in their entirety and
fully understands and accepts all provisions of the Plan and the Award
Agreement, including this Appendix A.

     

    
      
        
          
            


             

            Page 16 of
21

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    The
Participant acknowledges that he or she has read and specifically and expressly
approves the following sections of the Award Agreement: Section 2(6) on Payment
of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 8
on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the
Data Privacy Notice and Consent section included in this Appendix
A.

    


    MALAYSIA

     

    Insider Trading
Notification

     

    The Participant should be
aware of the Malaysian insider trading rules, which may impact the
Participant’s acquisition or disposal of shares
acquired under the Plan.  Under Malaysian insider trading rules, the
Participant is prohibited from acquiring or selling shares or rights to shares
(e.g., an Award) when in possession of
information that is not generally available and that the Participant knows or
should know will have a material effect on the price of shares once such
information is generally available.

     

    Director Notification
Obligation

     

    If the Participant is a
director of the Corporation’s Malaysian Affiliate, the Participant
is subject to certain notification requirements under the Malaysian Companies
Act.  Among these requirements is an obligation to notify the
Malaysian Affiliate in writing when the Participant receives or disposes of an
interest (e.g., an option or shares) in the
Corporation or any related company.  Such notifications must be made
within 14 days of receiving or disposing of any interest in the Corporation or
any related company.

    


    MEXICO

    


    Labor
Law Policy and Acknowledgment

    


    In
accepting the grant of this Award, the Participant expressly recognizes that
Kimberly-Clark Corporation, with registered offices at 351 Phelps Drive, Irving,
Texas  75038, United States of America, is solely responsible for the
administration of the Plan and that the Participant’s participation in the Plan
and acquisition of shares of Common Stock do not constitute an employment
relationship between the Participant and the Corporation since the Participant
is participating in the Plan on a wholly commercial basis and his or her sole
Employer is Kimberly-Clark de Mexico, S.A. de C.V.  Based on the
foregoing, the Participant expressly recognizes that the Plan and the benefits
that he or she may derive from participating in the Plan do not establish any
rights between the Participant and the Employer, Kimberly-Clark de Mexico, S.A.
de C.V. and do not form part of the employment conditions and/or benefits
provided by Kimberly-Clark de Mexico, S.A. de C.V., and any modification of the
Plan or its termination shall not constitute a change or impairment of the terms
and conditions of the Participant’s employment.

    


    The
Participant further understands that his or her participation in the Plan is as
a result of a unilateral and discretionary decision of the Corporation;
therefore, Kimberly-Clark Corporation reserves the absolute right to amend
and/or discontinue the Participant’s participation at any time without any
liability to the Participant.

    


    Finally,
the Participant hereby declares that he or she does not reserve to him- or
herself any action or right to bring any claim against Kimberly-Clark
Corporation for any compensation or

     

    
      
        
          
            


             

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21

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    damages
regarding any provision of the Plan or the benefits derived under the Plan, and
the Participant therefore grants a full and broad release to the Corporation,
its Affiliates, branches, representation offices, its shareholders, officers,
agents, or legal representatives with respect to any claim that may arise.


    


    Política
Laboral y Reconocimiento/Aceptación

    


    Al
aceptar el otorgamiento de este Premio, el Empleado expresamente reconoce que
Kimberly-Clark Corporation con oficinas registradas en 351 Phelps Drive, Irving,
Texas  75038, U.S.A., es la única responsable por la administración
del Plan y que la participación del Empleado en el Plan y en su caso la
adquisición de las Opciones de Compra de Acciones o Acciones no constituyen ni
podrán interpretarse como una relación de trabajo entre el Empleado y
Kimberly-Clark Corporation, ya que el Empleado participa en el Plan en un marco
totalmente comercial y su único Patrón lo es Kimberly-Clark de Mexico, S.A. de
C.V., con domicilio en Kimberly-Clark de Mexico, S.A. de C.V.
Mexico.  Derivado de lo anterior, el Empleado expresamente reconoce
que el Plan y los beneficios que pudieran derivar de la participación en el Plan
no establecen derecho alguno entre el Empleado y el Patrón, Kimberly-Clark de
Mexico, S.A. de C.V. y no forma parte de las condiciones de trabajo y/o las
prestaciones otorgadas por Kimberly-Clark de Mexico, S.A. de C.V. y que
cualquier modificación al Plan o su terminación no constituye un cambio o
impedimento de los términos y condiciones de la relación de trabajo del
Empleado.

    


    Asimismo,
el Empleado reconoce que su participación en el Plan es resultado de una
decisión unilateral y discrecional de Kimberly-Clark Corporation por lo tanto,
Kimberly-Clark Corporation se reserva el absoluto derecho de modificar y/o
terminar la participación del Empleado en cualquier momento y sin
responsabilidad alguna frente el Empleado.

    


    Finalmente,
el Empleado por este medio declara que no se reserva derecho o acción alguna que
ejercitar en contra de Kimberly-Clark Corporation por cualquier compensación o
daño en relación con las disposiciones del Plan o de los beneficios derivados
del Plan y por lo tanto, el Empleado otorga el más amplio finiquito que en
derecho proceda a Kimberly-Clark Corporation , sus afiliadas, subsidiarias,
oficinas de representación, sus accionistas, funcionarios, agentes o
representantes legales en relación con cualquier demanda que pudiera
surgir.

    


    NETHERLANDS

     

    Consent
to Comply with Dutch Securities Law

     

    The
Participant has been granted Awards under the Plan, pursuant to which the
Participant may acquire shares.  Participants who are residents of the
Netherlands should be aware of the Dutch insider trading rules, which may impact
the sale of such shares.  In particular, the Participant may be
prohibited from effecting certain share transactions if the Participant has
insider information regarding the Corporation.

     

    Below
is a discussion of the applicable restrictions.  The Participant is
advised to read the discussion carefully to determine whether the insider rules
apply to the Participant.  If it is uncertain whether the insider
rules apply, the Corporation recommends that the Participant consult with his or
her personal legal advisor.  Please note that the Corporation cannot
be held liable if the Participant violates the Dutch insider
rules.  The Participant is responsible for ensuring compliance with
these rules.

     

    
      
        
          
            


             

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    By
entering into the Award Agreement and participating in the Plan, the Participant
acknowledges having read and understood the notification below and acknowledges
that it is his or her own responsibility to comply with the Dutch insider
trading rules, as discussed herein.

     

    Prohibition
Against Insider Trading

     

    Dutch
securities laws prohibit insider trading.  Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Corporation is prohibited from effectuating a
transaction in securities in or from the Netherlands.  “Inside
information” is knowledge of a detail concerning the issuer to which the
securities relate that is not public and which, if published, would reasonably
be expected to affect the share price, regardless of the actual effect on the
price.  The insider could be any employee of the Corporation or its
Dutch Affiliate who has inside information as described
above.

     

    Given
the broad scope of the definition of inside information, certain employees of
the Corporation working at its Dutch Affiliate may have inside information and
thus, would be prohibited from effectuating a transaction in securities in the
Netherlands at a time when he or she had such inside
information.

    


    RUSSIA

    


    Securities
Law Notice

    


    This
Award Agreement, the Plan and all other materials the Participant may receive
regarding participation in the Plan do not constitute advertising or an offering
of securities in Russia.  The issuance of shares of Common Stock under
the Plan has not and will not be registered in Russia and hence the shares
described in any Plan-related documents may not be offered or placed in public
circulation in Russia.

    


    Please
note that, under the Russian law, the Participant is not permitted to sell the
Corporation’s shares directly to other Russian individuals and the Participant
is not permitted to bring share certificates into Russia.  All shares
issued upon vesting of the Award will be maintained on the Participant’s behalf
in the United States.

    


    SOUTH
AFRICA

    


    Tax
Acknowledgment

    


    By
accepting the Award, the Participant agrees to notify the Employer of the amount
of any gain realized upon vesting of the Award.  If the Participant
fails to advise the Employer of the gain realized upon vesting, the Participant
may be liable for a fine.  The Participant will be responsible for
paying any difference between the actual tax liability and the amount
withheld.

     

    
      
        
          
            


             

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    SPAIN

    


    Labor
Law Acknowledgment

    


    By
accepting the Award, the Participant acknowledges that he or she understands and
agrees to participation in the Plan and that he or she has received a copy of
the Plan.

    


    The
Participant understands that the Corporation has unilaterally, gratuitously and
discretionally decided to grant Awards under the Plan to individuals who may be
employees of the Corporation or its Affiliates throughout the
world.  The decision is a limited decision that is entered into upon
the express assumption and condition that any grant will not economically or
otherwise bind the Corporation or any of its Affiliates on an ongoing
basis.  Consequently, the Participant understands that any grant is
given on the assumption and condition that it shall not become a part of any
employment contract (either with the Corporation or any of its Affiliates) and
shall not be considered a mandatory benefit, salary for any purposes (including
severance compensation) or any other right whatsoever.  Further, the
Participant understands and freely accepts that there is no guarantee that any
benefit whatsoever shall arise from any gratuitous and discretionary grant since
the future value of the Award and the underlying shares is unknown and
unpredictable.  In addition, the Participant understands that this
grant would not be made but for the assumptions and conditions referred to
above; thus,  the Participant understands, acknowledges and freely
accepts that should any or all of the assumptions be mistaken or should any of
the conditions not be met for any reason, then the Award shall be null and
void.

     

    UNITED
KINGDOM

    


    Tax
Acknowledgment

    


    The
following information supplements the information regarding Tax-Related Items in
the Acknowledgment of Conditions section of the Award Agreement:

    


    If
payment or withholding of the income tax due is not made within 90 days of the
event giving rise to the Tax-Related Items or such other period specified in
section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the
“Due Date”), the amount of any uncollected Tax-Related Items shall constitute a
loan owed by the Participant to the Employer, effective on the Due
Date.  The Participant agrees that the loan will bear interest at the
then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate; it will
be immediately due and repayable.  Notwithstanding the foregoing, if
the Participant is an officer or executive director (as within the meaning of
Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the
terms of this provision will not apply to the Participant.  In the
event that the Participant is an officer or director, as defined above, and
Tax-Related Items are not collected from or paid by the Participant by the Due
Date, the amount of any uncollected Tax-Related Items may constitute a benefit
to the Participant on which additional income tax and National Insurance
Contributions may be payable.   The Participant acknowledges the
Corporation or the Employer may recover it at any time thereafter by any of the
means referred to in the Award Agreement.  The Participant authorizes
the Corporation to withhold the transfer of any shares unless and until the loan
is repaid in full.

    


    
      
        
          
            


             

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    VIETNAM

    


    Exchange
Control Notice

    


    Notwithstanding
anything to the contrary in the Award Agreement, due to regulatory requirements
in Vietnam, the Corporation reserves the right to force the Participant to
immediately sell all of the shares upon vesting of the Award, upon notice to the
Participant.

     

    The
Participant understands and agrees that due to exchange control laws in Vietnam,
the Participant will be required to immediately repatriate the cash proceeds
from the sale of shares to Vietnam.   The Participant further
understand that such repatriation of the cash proceeds may need to be effected
through a special exchange control account established by the Corporation or a
parent, subsidiary or Affiliate, and the Participant hereby consents and agrees
that the cash proceeds may be transferred to such special account prior to being
delivered to the Participant.

    



    
      
        
          


           

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