exv10wxpy






Exhibit (10)p




KIMBERLY-CLARK CORPORATION

SEVERANCE PAY PLAN




Amended and restated as of January 1, 2009














 





TABLE OF CONTENTS




	 	 	 
	ARTICLE	 	TITLE
	I

	 	NAME, PURPOSE AND EFFECTIVE DATE OF PLAN
	 
	 	 
	II

	 	DEFINITIONS
	 
	 	 
	III

	 	ELIGIBILITY AND PARTICIPATION
	 
	 	 
	IV

	 	SEVERANCE BENEFITS
	 
	 	 
	V

	 	PLAN ADMINISTRATION
	 
	 	 
	VI

	 	LIMITATIONS AND LIABILITIES
	 
	 	 
	 

	 	APPENDIX A — COVERED EMPLOYERS
















 






ARTICLE I




NAME, PURPOSE AND EFFECTIVE DATE OF PLAN





	1.1	 	Name of the Plan. Kimberly-Clark Corporation (the “Corporation”) hereby establishes
a severance pay plan for its Employees, to be known as the Kimberly-Clark Corporation
Severance Pay Plan (the “Plan”) as set forth in this document. The Plan is intended to
qualify as an employee welfare benefit plan within the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).
	 
	1.2	 	Purpose of the Plan. The purpose of the Plan is to provide Eligible Employees a
severance benefit in the event of involuntary termination of employment. The Plan is not
intended as a replacement or substitution for any confidentiality or noncompete agreement
between an Employee and Employer executed prior or subsequent to the effective date of the
Plan.
	 
	1.3	 	Effective Date. The Plan is effective as of January 1, 1998 and is amended and
restated to apply to involuntary Separations of Service after January 1, 2009.





ARTICLE II




DEFINITIONS AND CONSTRUCTION





	2.1	 	Definitions. When the following words and phrases appear in this Plan, they shall
have the respective meanings set forth below unless the context clearly indicates otherwise:






	 	(a)	 	Board: The Board of Directors of the Corporation.
	 
	 	(b)	 	Cause: Any termination of employment which is classified by the
Employer as for cause, including but not limited to: (i) unsatisfactory performance of
duties, or inability to meet the requirements of the position; (ii) any habitual
neglect of duty or misconduct of the Employee in discharging any of his duties and
responsibilities; (iii) excessive unexcused, or statutorily unprotected absenteeism or
inattention to duties; (iv) failure or refusal to comply with the provisions of the
Employer’s personnel manual or any other rule or policy of the Employer; (v)
misconduct, including but not limited to, engaging in conduct which the Committee
reasonably determines to be detrimental to the Employer; (vi) disloyal, dishonest or
illegal conduct by the Employee; (vii) theft, fraud, embezzlement or other criminal
activity involving the Employee’s relationship with the Employer; (viii) violation of
any applicable statute, regulation, or rule, or provision of any applicable code of
professional ethics; (ix) suspension, revocation, or other restriction of the
Participant’s professional license, if applicable; or (x) the Employer’s inability to
confirm, to its sole satisfaction, the references and/or credentials which the
Participant provided with respect to any professional license, educational background
and employment history.
	 
	 	(c)	 	COBRA: Medical continuation coverage elected under the provisions of
the Consolidated Omnibus Budget Reconciliation Act of 1985. Participants shall be




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	 	 	 	eligible to receive medical continuation coverage under COBRA for the number of months
provided under Article IV without payment of the applicable premium if the Participant
is otherwise eligible for, and timely elects, COBRA medical continuation coverage. The
Participant shall be responsible for any additional months of COBRA coverage elected
beyond the months of COBRA provided by the Corporation under this Plan. The Participant
may also enroll in other applicable COBRA coverage (e.g. dental and/or the health care
spending accounts); however, the Participant shall be responsible for and must pay the
COBRA premium for such coverage.
	 
	 	(d)	 	Code: The Internal Revenue Code of 1986, as amended from time to time,
and as construed and interpreted by valid regulations or rulings issued thereunder.
	 
	 	(e)	 	Committee: The Benefits Administration Committee appointed to
administer and regulate the Plan as provided in Article V.
	 
	 	(f)	 	Comparable Position: A position offered to an employee will be
considered a Comparable Position under this Plan unless the Committee determines in its
sole discretion that any of the following apply (i) there is a material diminution in
the Employee’s Earnings on the date of such offer, (ii) a material change in the
geographic location at which the Employee must perform the services, (iii) the position
offered to the Employee is a material diminution of the Employee’s authority, duties or
responsibilities. The Employee 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
offer of the non-Comparable Position to the employee, upon the notice of which the
Corporation must be provided a period of at least 30 days during which it may remedy
the offer and not be required to pay the severance amount. The determination whether a
position offered will be considered a Comparable Position under this Plan shall be in
the Committee’s sole discretion and the Committee shall have the power to promulgate
Committee Rules and other guidelines in connection with this determination. Any such
determination by the Committee whether a Participant is offered a Comparable Position
shall be final and conclusive as to all Eligible Employees and other persons claiming
rights under the Plan.
	 
	 	(g)	 	Earnings: The base salary of an Eligible Employee at his or her
current stated hourly, weekly, monthly or annual rate on his Termination Date. If
Eligible Employee is a full-time Employee, Earnings are the hourly pay rate (excluding
shift differential) times 40 (hours). If Eligible Employee is an Employee who works
less than 40 hours per week, Earnings are the hourly pay rate (excluding shift
differential) times the Employee’s regularly scheduled hours per week. Earnings do not
include overtime pay, MAAP, bonus or other remuneration for all Eligible Employees.
The calculation of a week of Earnings shall be made subject to any applicable Committee
rule.
	 
	 	(h)	 	Effective Date: January 1, 1998, or with respect to a particular
Subsidiary, such later date as of which the Committee deems such Subsidiary to be an
Employer,
or as set forth in Appendix A. The Plan is amended and restated to apply to
involuntary Separations of Service after January 1, 2009.




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	 	(i)	 	Eligible Employee: An hourly Employee not covered by a collective
bargaining unit, or salaried Employee, on the regular payroll of an Employer. For
purposes of this subsection, “on the regular payroll of an Employer” shall mean paid
through the payroll department of such Employer, and shall exclude employees classified
by an Employer as intermittent or temporary, and persons classified by an Employer as
independent contractors, regardless of how such employees may be classified by any
federal, state, or local, domestic or foreign, governmental agency or instrumentality
thereof, or court.
	 
	 	(j)	 	Employee: A person employed by an Employer.
	 
	 	(k)	 	Employer: The Corporation and each Subsidiary which the Committee
shall from time to time designate as an Employer for purposes of the Plan. A list of
Employers is set forth in Appendix A.
	 
	 	(l)	 	MAAP: The Management Achievement Award Program, the Executive Officer
Achievement Award Program or any successor plans.
	 
	 	(m)	 	MAAP Eligible: Eligible Employees who as of their date of termination
of employment meet the eligibility requirements to participate under MAAP.
	 
	 	(n)	 	Participant: An individual who has met the eligibility requirements to
receive Severance Pay pursuant to Article III.
	 
	 	(o)	 	Plan Year: A twelve calendar month period beginning January 1 through
December 31.
	 
	 	(p)	 	Separation from Service. Termination of employment with the
Corporation or a Subsidiary. A Separation from Service will be deemed to have occurred
if the Employee’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). The Committee shall have the power to promulgate Committee Rules
and other guidelines in connection with the determination of a Separation from Service
and any such determination by the Committee shall be final and conclusive as to all
Eligible Employees and other persons claiming rights under the Plan.
	 
	 	(q)	 	Severance Pay: Payment made to a Participant pursuant to Article IV
hereof.
	 
	 	(r)	 	Subsidiary: Any corporation, 50% or more of the voting shares of which
are owned directly or indirectly by the Corporation, which is incorporated under the
laws of one of the States of the United States.
	 
	 	(s)	 	Target MAAP: The Target Award Level that has been established and has
not yet been paid under MAAP. The Target Award Level is established under
MAAP by either the Board, or the Management Development and Compensation Committee
of the Board, prior to the beginning of each calendar year, or as soon thereafter as
reasonably practicable.
	 
	 	(t)	 	Termination Date: The date of an Employee’s Separation from Service.




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	 	(u)	 	Years of Service: An Employee shall be credited with a Year of Service
for each year commencing with the Employee’s vacation eligibility date as maintained by
the payroll department of such Employer until the Employee’s Termination Date, rounded
to the nearest whole year of service. Notwithstanding any provision in the Plan to the
contrary, an Employee’s credited Years of Service shall be reduced to the extent such
Years of Service have previously been used to calculate a prior severance payment to
the Employee.






	2.2	 	Construction: Where appearing in the Plan the masculine shall include the feminine
and the plural shall include the singular, unless the context clearly indicates otherwise.
The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall
mean and refer to the entire Plan and not to any particular Section or subsection.





ARTICLE III




ELIGIBILITY AND PARTICIPATION





	3.1	 	Participation. An Eligible Employee shall become a Participant on the later of the
Effective Date or the first day actively employed by an Employer.
	 
	3.2	 	Eligibility. Each Participant whose employment is involuntarily terminated shall
receive Severance Pay; provided, however, that Severance Pay shall not be paid to any
Participant who:






	 	(a)	 	is terminated for Cause;
	 
	 	(b)	 	is terminated during a period in which such Participant is not
actively at work (i.e. has been on leave) for more than 25 weeks, except to the
extent otherwise required by law;
	 
	 	(c)	 	voluntarily quits or retires;
	 
	 	(d)	 	dies;
	 
	 	(e)	 	is offered a Comparable Position as defined in Section 3.5 below.






	3.3	 	Duration. A Participant remains a Participant under the Plan until the earliest of:






	 	(a)	 	the date the Participant is no longer an Eligible Employee;
	 
	 	(b)	 	the Participant’s Termination Date; or
	 
	 	(c)	 	the date the Plan terminates.






	3.4	 	Severance Agreement and Release. No Participant shall be entitled to receive
Severance Pay hereunder unless such Participant executes a Separation Agreement and Full and
Final Release of Claims, in the form required by the Corporation, within the period specified
for such individual therein and such Participant does not revoke such Separation Agreement and
Full and Final Release of Claims in writing within the 7-day period following the date on
which it is executed.
	 
	3.5	 	Comparable Position. Severance Pay shall not be paid to any Employee whose
employment is involuntarily terminated related to




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	 	(a)	 	any separation or reorganization of the Corporation including, but not limited
to, a sale, spin-off or shutdown of a portion of the Corporation, including but not
limited to a portion of a mill or other location, if such Employee is offered a
Comparable Position with the successor entity,
	 
	 	(b)	 	the outsourcing of an Employee to a company other than an Employer, in which
such Employee is offered or continues in a Comparable Position, or
	 
	 	(c)	 	any elimination of a job function, or transfer of an Employee’s position to
another location, in which such Employee is offered a Comparable Position with the
Corporation.





ARTICLE IV




SEVERANCE BENEFITS





	 	4.1	 	Severance Pay. Whether any Severance Pay is payable under this Plan,
or any increase or decrease in the amount of Severance Pay, shall be in the sole
discretion and as authorized pursuant to subsection 5.7(b) below. Any such increase or
decrease in the amount of Severance Pay shall be final and conclusive as to all
Eligible Employees and other persons claiming rights under the Plan. Subject to the
exercise of such discretion, a Participant’s Severance Pay shall be determined as
follows:
	 
	 	(a)	 	Each individual who is eligible as provided in Article III above, shall
receive, the Severance Pay, COBRA, outplacement assistance services and Employee
Assistance Program services set forth below.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Other	 	 	 	 	 	 
	 	 	 	 	Grades	 	MAAP-	 	Salaried	 	Salaried	 	Production
	Provision	 	GSLT	 	1-4	 	Eligible	 	Exempt	 	Non-Exempt	 	Non-Union
	Severance - Termination
on or after 12 months employment
	 	2 x the sum of annual Earnings plus Target  MAAP	 	The sum of annual Earnings plus Target  MAAP	 	2 weeks of Earnings per Year of
Service (26 weeks Earnings minimum)	 	2 weeks of Earnings per Year of
Service (12 weeks Earnings minimum)	 	1 week of Earnings per Year of
Service (6 weeks Earnings minimum)	 	1 week of Earnings per Year of
Service (6 weeks Earnings minimum)
	 
	Severance –
Termination within
first 12 months
employment
	 	3 months Earnings	 	3 months Earnings	 	3 months Earnings	 	3 months Earnings	 	6 weeks Earnings	 	6 weeks Earnings






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	 	 	 	 	 	 	Other	 	 	 	 	 	 
	 	 	 	 	Grades	 	MAAP-	 	Salaried	 	Salaried	 	Production
	Provision	 	GSLT	 	1-4	 	Eligible	 	Exempt	 	Non-Exempt	 	Non-Union
	Current Year MAAP
	 	Pro-rated based on actual
performance if Separation from Service is after March 31 of the performance year	 	Pro-rated based on actual
performance if Separation from Service is after March 31 of the performance year	 	Pro-rated based on actual
performance if Separation from Service is after March 31 of the performance year	 	 	 	 	 	 
	 
	COBRA
	 	6 months	 	6 months	 	6 months	 	6 months	 	6 months	 	6 months
	 
	Outplacement
	 	6 months	 	6 months	 	6 months	 	3 months	 	2 weeks	 	2 weeks
	 
	EAP
	 	3 months	 	3 months	 	3 months	 	3 months	 	3 months	 	3 months







	 	(b)	 	Severance Pay shall be paid as a lump sum cash payment no later than 60 days
following the Participant’s Termination Date, provided, however, should any payments
under this Plan be delayed no interest will be owed to the Participant with respect to
such late payment. Notwithstanding the foregoing, any current year MAAP that is
payable shall be paid at the same time as it was payable under the provisions of MAAP
but no later than 60 days following the calendar year of the
Separation from Service.
	 
	 	(c)	 	The Severance Pay determined pursuant to subsection 4.1(a) above will be offset
by any amount paid to a Participant (but not less than zero) pursuant to the Worker
Adjustment and Retraining Notification Act (“WARN”), or any similar state law, in lieu
of notice thereunder. The benefits provided under this Plan are intended to satisfy
any and all statutory obligations that may arise out of an Eligible Employee’s
involuntary termination, and the Committee shall so construe and implement the terms of
the Plan.
	 
	 	(d)	 	If, at the time Severance Pay is to be made hereunder, a Participant is
indebted or obligated to an Employer or any affiliate, then such Severance Pay shall be
reduced by the amount of such indebtedness or obligation to the extent allowable under
applicable federal or state law; provided that the Corporation may in its sole
discretion elect not to reduce the Severance Pay by the amount of such indebtedness or
obligation and provided that any such election by the Corporation shall not constitute
a waiver of its claim of such indebtedness or obligation, in accordance with applicable
law.
	 
	 	(e)	 	Notwithstanding any provision in the Plan to the contrary, Severance Pay shall
be reduced by the amount of any other severance payments, whether under any severance
plan or offer letter or other individual agreement, made by an Employer.
	 
	 	(f)	 	Severance Pay hereunder shall not be considered “compensation” for purposes of
determining any benefits provided under any pension, savings, or other benefit plan
maintained by an Employer.




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	4.2	 	Withholding. A Participant shall be responsible for payment of any federal, Social
Security, state, local or other taxes on Severance Pay under the Plan. The Employer shall
deduct from Severance Pay any federal, Social Security, state, local or other taxes which are
subject to withholding, as determined by the Employer.
	 
	4.3	 	Recovery of Overpayments. If it is determined that any amount paid to an individual
under this Plan should not have been paid or should have been paid in a lesser amount, written
notice thereof shall be given and such individual shall promptly repay the amount of the
overpayment to the Plan.  Notwithstanding the foregoing, the Plan in all cases reserves the
right to pursue collection of any remaining overpayments if the above recovery efforts under
this paragraph have failed.





ARTICLE V




PLAN ADMINISTRATION




BENEFITS ADMINISTRATION COMMITTEE





	5.1	 	Membership. The Committee shall consist of at least three persons who shall be
officers or directors of the Corporation or Eligible Employees. Members of the Committee
shall be appointed from time to time by, and shall serve at the pleasure of, the Chief Human
Resources Officer of the Corporation (the “CHRO”). The CHRO shall appoint one of the members
of the Committee to serve as chairman. If the CHRO does not appoint a chairman, the
Committee, in its discretion, may elect one of its members as chairman. The Committee shall
appoint a Secretary who may be but need not be, a member of the Committee. The Committee
shall not receive compensation for its services. Committee expenses shall be paid by the
Corporation.
	 
	5.2	 	Powers. The Committee shall have all such powers as may be necessary to discharge
its duties hereunder, including, but not by way of limitation, the power to construe or
interpret the Plan, to determine all questions of eligibility hereunder, to adopt rules
relating to coverage, and to perform such other duties as may from time to time be delegated
to it by the Board. Any interpretations of this Plan by persons other than the Committee or
individuals or organizations to whom the Committee has delegated administrative duties shall
have no effect hereunder. The Committee may prescribe such forms and systems and adopt such
rules and methods and tables as it deems advisable. It may employ such agents, attorneys,
accountants, actuaries, medical advisors, or clerical assistants (none of whom need be members
of the Committee) as it deems necessary for the effective exercise of its duties, and may
delegate to such agents any power and duties, both ministerial and discretionary, as it may
deem necessary and appropriate. Notwithstanding the foregoing, any claim which arises under
any other plan shall not be subject to review under this Plan, and the Committee’s authority
under this Article V shall not extend to any matter as to which an Administrator under such
Program is empowered to make determinations under such
plan. In administering the Plan, the Committee will be entitled, to the extent permitted by
law, to rely conclusively on all tables, valuations, certificates, opinions and reports
which are furnished by, or in accordance with the instructions of, the Committee of each of
the Programs, or by accountants, counsel or other experts employed or engaged by the
Committee.




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	5.3	 	Procedures. The Committee may take any action upon a majority vote at any meeting at
which all members are present, and may take any action without a meeting upon the unanimous
written consent of all members. All action by the Committee shall be evidenced by a
certificate signed by the chairperson or by the secretary to the Committee. The Committee
shall appoint a secretary to the Committee who need not be a member of the Committee, and all
acts and determinations of the Committee shall be recorded by the secretary, or under his
supervision. All such records, together with such other documents as may be necessary for the
administration of the Plan, shall be preserved in the custody of the secretary.
	 
	5.4	 	Rules and Decisions. All rules and decisions of the Committee shall be uniformly and
consistently applied to all Eligible Employees and Participants under this Plan in similar
circumstances and shall be conclusive and binding upon all persons affected by them.
	 
	5.5	 	Books and Records. The records of the Employers shall be conclusive evidence as to
all information contained therein with respect to the basis for participation in the Plan and
for the calculation of Severance Pay.
	 
	5.6	 	Claim Procedure. The Committee procedure for handling all claims hereunder and
review of denied claims shall be consistent with the provisions of ERISA. If a claim for Plan
benefits is denied, the Committee shall provide a written notice within 90 days to the person
claiming the benefits that contains the specific reasons for the denial, specific references
to Plan provisions on which the Committee based its denial and a statement that the claimant
may (a) request a review upon written application to the Committee within 60 days, (b) may
review pertinent Plan documents and (c) may submit issues and comments in writing. If a claim
is denied because of incomplete information, the notice shall also indicate what additional
information is required. If additional time is required to make a decision on the claim, the
Committee shall notify the claimant of the delay within the original 90 day period. This
notice will also indicate the special circumstances requiring the extension and the date by
which a decision is expected. This extension period may not exceed 90 days beyond the end of
the first 90-day period.
	 
	 	 	The claimant may request a review of a denied claim by writing the Committee in care of the
Plan Administrator. The appeal must, however, be made within 60 days after the claimant’s
receipt of notice of the denial of the claim. Pertinent documents may be reviewed in
preparing an appeal, and issues and comments may be submitted in writing. An appeal shall
be given a complete review by the Committee, and a written decision, including reasons,
shall be provided within 60 days. If there are special circumstances requiring an extensive
review, the Committee shall notify the claimant in a written notice within the original 60
day period of its receipt of the appeal and indicating that the decision will be delayed. A
final decision on the appeal shall be made within 120 days of the Committee’s receipt of the
appeal.
	 
	 	 	The Committee shall have all of the authority with respect to all aspects of claims for
benefits under the Plan, and it shall administer this authority in its sole discretion.
	 
	5.7	 	Committee Discretion. 






	 	(a)	 	Any action on matters within the discretion of the Committee, including but not
limited to, the amount of Severance Pay conferred upon a Participant, shall be





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	 	 	 	final and conclusive as to all Eligible Employees and other persons claiming rights under the
Plan. The Committee shall exercise all of the powers, duties and responsibilities set
forth hereunder in its sole discretion. Notwithstanding anything in this Plan to the
contrary, the Committee shall have the sole discretion to interpret the terms of the
Plan included but not limited to, whether a termination is voluntarily or involuntary,
whether a Participant’s termination is for Cause, whether a Participant is offered a
Comparable Position, and whether Severance Pay shall be payable to any Participant
under this Plan.
	 
	 	(b)	 	Any increase or decrease in the amount of Severance Pay different than the
amount set forth in 4.1(a) above may be authorized in their sole discretion by (i) the
Committee, (ii) a Group President or Senior Vice President of the Corporation with the
endorsement of either the Senior Vice President Global Human Resources or the Vice
President Compensation and Benefits or (iii) the Chief Executive Officer. Any such
increase or decrease in the amount of Severance Pay shall be final and conclusive as to
all Eligible Employees and other persons claiming rights under the Plan.






	5.8	 	Plan Amendments. The Board may from time to time modify, alter, amend or terminate
the Plan. Any action permitted to be taken by the Board under the foregoing provision may be
taken by the CHRO if such action:






	 	(a)	 	is required by law, or
	 
	 	(b)	 	is estimated not to increase the annual cost of the Plan by more than
$5,000,000, or
	 
	 	(c)	 	is estimated not to increase the annual cost of the Plan by more than
$25,000,000 provided such action is approved and duly executed by the CEO.






	 	 	Any action taken by the Board or CHRO shall be made by or pursuant to a resolution duly
adopted by the Board or CHRO and shall be evidenced by such resolution or by a written
instrument executed by such persons as the Board or CHRO shall authorize for that purpose.
	 
	 	 	The Board or CHRO also shall have the right to make any amendment retroactively which is
necessary to bring the Plan into conformity with the Code or which is otherwise permitted by
applicable law. Any such amendment will be binding and effective for the Employer.
	 
	 	 	Any action which is required or permitted to be taken by the Board under the provisions of
this Plan may be taken by the Management and Development Compensation
Committee of the Board or any other duly authorized committee of the Board designated under
the By-Laws of the Corporation.
	 
	 	 	The Board, the Management and Development Compensation Committee or any duly authorized
committee of the Board, the CEO or the CHRO may authorize persons to carry out its policies
and directives subject to the limitations and guidelines set by it, and delegate its
authority under the Plan.




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	5.9	 	Annual Reporting to the CEO. The CHRO shall report to the CEO before January 31 of
each year all action taken by such position hereunder during the preceding calendar year.
	 
	5.10	 	Annual Reporting to the Board. The CEO shall report to the Board before January 31
of each year all action taken by such position hereunder during the preceding calendar year.
	 
	5.11	 	Delegation of Duties. This Plan is sponsored by Kimberly-Clark Corporation. The
Committee reserves the right to delegate any and all administrative duties to one or more
individuals or organizations. Any reference herein to any other entity or person, other than
the Committee or any of its members, which is performing administrative services shall also
include any other third party administrators. The responsibilities of any third party
administrator may be governed, in part, by a separate administrative services contract.
	 
	5.12	 	Funding. Benefits shall be paid from the general assets of the Corporation.





ARTICLE VI




LIMITATIONS AND LIABILITIES





	6.1	 	Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a
contract of employment between an Employer and a Participant, or as a right of any Participant
to be continued in the employment of his Employer, or as a limitation of the right of an
Employer to discharge any Participant with or without Cause. Nor shall anything contained in
this Plan affect the eligibility requirements under any other plans maintained by the
Employer, nor give any person a right to coverage under any other Plan.
	 
	6.2	 	Non-Alienation. Except as otherwise provided herein, no right or interest of any
Participant or Beneficiary in the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge, attachment, garnishment,
execution, levy, bankruptcy, or any other disposition of any kind, either voluntary or
involuntary, prior to actual receipt of payment by the person entitled to such right or
interest under the provisions hereof, and any such disposition or attempted disposition shall
be void.
	 
	6.3	 	Applicable Law. This Plan is construed under, to the extent not preempted by Federal
law, enforced in accordance with and governed by, the laws of the
State of Wisconsin. If any provision of this Plan is found to be invalid, such provision shall be deemed
modified to comply with applicable law and the remaining terms and provisions of this Plan
will remain in full force and effect.
	 
	6.4	 	Notice. Any notice given hereunder is sufficient if given to the Employee by the
Employer, or if mailed to the Employee to the last known address of the Employee as such
address appears on the records of the Employer.




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	6.5	 	Service of Process. The Plan Administrator shall be the designated recipient of the
services of process with respect to legal actions regarding the Plan.
	 
	6.6	 	No Guarantee of Tax Consequences. The Employer makes no commitment or guarantee that
any amounts paid to or for the benefit of a Participant under this Plan will be excludable
from the Participant’s gross income for Federal, Social Security, or state income tax
purposes, or that any other Federal, Social Security, or state income tax treatment will apply
to or be available to any Participant. It shall be the obligation of each Participant to
determine whether each payment under this Plan is excludable from the Participant’s gross
income for Federal, Social Security, and state income tax purposes, and to notify the Plan
Administrator if the Participant has reason to believe that any such payment is not so
excludable. This Plan is intended to be compliant with Section 409A of the Code and the
guidance promulgated thereunder. Notwithstanding any other provision of this Plan, the
Corporation and the Committee shall administer and interpret the Plan, and exercise all
authority and discretion under the Plan, to satisfy the requirements of Code Section 409A and
the guidance promulgated thereunder and any noncompliant provisions of this Plan will either
be void or deemed amended to comply with Section 409A of the Code and the guidance promulgated
thereunder.
	 
	6.7	 	Limitation of Liability. Neither the Employer, the Plan Administrator, nor the
Committee shall be liable for any act or failure to act which is made in good faith pursuant
to the provisions of the Plan, except to the extent required by applicable law. It is
expressly understood and agreed by each Eligible Employee who becomes a Participant that,
except for its or their willful misconduct or gross neglect, neither the Employer, the Plan
Administrator nor the Committee shall be subject to any legal liability to any Participant,
for any cause or reason whatsoever, in connection with this Plan, and each such Participant
hereby releases the Employer, its officers and agents, and the Plan Administrator, and its
agents, and the Committee, from any and all liability or obligation except as provided in this
paragraph.
	 
	6.8	 	Indemnification of the Committee. The Employer shall indemnify the Committee and
each of its members and hold them harmless from the consequences of their acts or conduct in
their official capacity, including payment for all reasonable legal expenses and court costs,
except to the extent that such consequences are the result of their own willful misconduct or
breach of good faith.




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APPENDIX A




EMPLOYERS COVERED BY THE KIMBERLY-CLARK CORPORATION

SEVERANCE PAY PLAN




	 	 	 
	Employers	 	Participating Units
	Avent, Inc.

	 	All salaried and hourly non-organized
employees, and hourly non-organized employees
at former Tecnol, Inc. facilities*
	 
	 	 
	Kimberly-Clark Corporation

	 	All salaried and hourly non-organized employees*
	 
	 	 
	Kimberly-Clark Financial Services, Inc.

	 	All salaried and hourly non-organized employees*
	 
	 	 
	Kimberly-Clark Global Sales, LLC

	 	All salaried employees*
	 
	 	 
	Kimberly-Clark International Services
Corporation

	 	All salaried and hourly non-organized employees
except those who transfer to a 50% or less
owned foreign subsidiary on a non-temporary
basis*
	 
	 	 
	Kimberly-Clark Michigan, Inc.

	 	All salaried employees*
	 
	 	 
	Kimberly-Clark Pennsylvania, LLC

	 	All salaried employees*
	 
	 	 
	Kimberly-Clark Worldwide, Inc.

	 	All salaried and hourly non-organized employees*








 




			
	*	 	including those on temporary assignment at other employers or in other classifications, but
excluding employees on temporary assignment from another Employer or classification.






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