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Exhibit (10)b




KIMBERLY-CLARK CORPORATION




EXECUTIVE SEVERANCE PLAN

As

Amended and Restated

As of November 13, 2008




          1. Preamble and Statement of Purpose. The purpose of this Plan is to assure the
Corporation that it will have the continued dedication of, and the availability of objective advice
and counsel from, key executives of the Corporation notwithstanding the possibility, threat or
occurrence of a change of control of the Corporation.




     In the event the Corporation receives any proposal from a third person concerning a possible
business combination with the Corporation, or acquisition of the Corporation’s equity securities,
or otherwise considers or pursues a transaction that could lead to a change of control, the
Committee believes it imperative that the Corporation and the Board of Directors of the Corporation
(the “Board”) be able to rely upon key executives to continue in their positions and be available
for advice, if requested, without concern that those individuals might be distracted by the
personal uncertainties and risks created by such a possibility.



     Should the Corporation receive or consider any such proposal or transaction, in addition to
their regular duties, such key executives may be called upon to assist in the assessment of the
proposal or transaction, to advise management and the Board as to whether the proposal or
transaction would be in the best interest of the Corporation and its stockholders, and to take such
other actions as the Board might determine to be appropriate.



          2. Definitions. As used in this Plan, the following terms shall have the following
respective meanings:





     (a) Agreements: Executive Severance Agreements in substantially the
forms approved by the Committee and attached hereto as Exhibit A (for Tier I
Participants) or Exhibit B (for Tier II Participants).




     (b) Annual Bonus Amount: For any Participant, the Target-level award
payable to the Participant for the year in which the Relevant Date occurred (or, if
not then established, for the preceding year) or, if higher, for any subsequent year
that begins before the Qualified Termination of Employment, under the Kimberly-Clark
Corporation Executive Officer Achievement Award Program or the Kimberly-Clark
Corporation Management Achievement Award Program, as applicable, or any successor or
additional plan. Notwithstanding anything in this Plan to the contrary, this
definition may be amended at the discretion of the



 









 







Committee to allow any amounts payable by the Corporation to comply with the
definition of performance based compensation under section 162(m) of the Code or any
successor section (including the rules and regulations promulgated
thereunder).




	 	(c)	 	Cause: The term “Cause” shall mean any of the following:
	 
	 	(i)	 	the commission by the Participant of a felony;
	 
	 	(ii)	 	the Participant’s dishonesty, habitual neglect
or incompetence in the management of the affairs of the Corporation; or
	 
	 	(iii)	 	the refusal or failure by the Participant to
act in accordance with any lawful directive or order of the
Corporation, or an act or failure to act by the Participant which is in
bad faith and which is detrimental to the Corporation.






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




     (e) Code: The Internal Revenue Code of 1986, as amended.




     (f) Committee: The Management Development and Compensation Committee
of the Board.




     (g) Corporation: Kimberly-Clark Corporation and any successor thereto
that assumes this Plan and the Agreements pursuant to Section 13 below.




     (h) Eligible Executive: Those key executives of the Corporation and
its Subsidiaries who are from time to time designated by the Committee as, or who
pursuant to criteria established by the Board or the Committee are, eligible to
receive an Agreement.




     (i) Equity Plans: The Kimberly-Clark Corporation 2001 Equity
Participation Plan, the Kimberly-Clark Corporation 1999 Restricted Stock Plan, the
Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or



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additional plans under which a Participant receives stock options, restricted
stock or other equity-based compensation.




     (j) Excise Tax: The excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.




     (k) Fair Market Value: With respect to any publicly traded equity
security, the reported closing price of such security on the relevant date as
reported on the composite list used by The Wall Street Journal for reporting
stock prices, or, if no such sale shall have been made on that day, on the last
preceding day on which there was such a sale; and with respect to any other
property, the fair market value thereof as determined by the Committee in good
faith.




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




	 	(i)	 	A material diminution in the Participant’s base compensation.
	 
	 	(ii)	 	A material diminution in the Participant’s
authority, duties, or responsibilities.
	 
	 	(iii)	 	A material diminution in the authority,
duties, or responsibilities of the supervisor to whom the Participant
is required to report, including a requirement that a Participant
report to a corporate officer or employee instead of reporting directly
to the board of directors of the Corporation.
	 
	 	(iv)	 	A material diminution in the budget over which
the Participant retains authority.
	 
	 	(v)	 	A material change in the geographic location at
which the Participant must perform the services.




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






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




     The Participant’s right to terminate the Participant’s employment for Good
Reason shall not be affected by the Participant’s incapacity due to physical or
mental illness. The Participant’s continued employment shall not constitute consent
to, or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.




     (m) Multiplier: For a Tier I Participant, two; and for a Tier II
Participant, one.




     (n) Net After Tax Receipt: The Value of a Payment, net of all taxes
imposed on a Participant with respect thereto under Sections 1 and 4999 of the Code,
determined by applying the highest marginal rate under Section 1 of the Code which
applied to the Participant’s taxable income for the immediately preceding taxable
year.




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




     (p) Participant: An Eligible Executive who is a party to an Agreement
which has not been terminated in accordance with the terms of this Plan.




     (q) Payment: Any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of a
Participant, whether paid or payable pursuant to this Plan or otherwise.




     (r) Qualified Termination of Employment: The separation of
Participant’s service with the Corporation and/or its Subsidiaries either (i) within
the two (2) year period following a Change of Control of the Corporation (A) by the
Cor-



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poration without Cause or, (B) by the Participant with Good Reason, or (ii) by
the Corporation without Cause before a Change of Control, if a Change of Control
occurs within one year after such Separation from Service and it is reasonably
demonstrated by the Participant that such Separation from Service was at the request
of a third party that had taken steps reasonably calculated to effect a Change of
Control or otherwise arose in connection with or in anticipation of a Change of
Control. A transfer of employment for administrative purposes among the Corporation
and its Subsidiaries shall not be deemed a Qualified Termination of Employment, but
if such a transfer results in the occurrence of Good Reason, the affected
Participant shall have the right to Separate from Service for Good Reason and such
separation shall be a Qualified Termination of Employment.




     (s) Reduced Amount: With respect to a Participant, the greatest
aggregate amount of Separation Payments which (a) is less than the sum of all
Separation Payments and (b) results in aggregate Net After Tax Receipts which are
equal to or greater than the Net After Tax Receipts which would result if the
Participant were paid the sum of all Separation Payments.




     (t) Relevant Date: In the case of a Qualified Termination of
Employment as described in clause (ii) of the definition of “Qualified Termination
of Employment,” the date of such Qualified Termination of Employment and, in all
other cases, the date of the Change of Control.




     (u) Safe Harbor Amount: The portion of the payment to or for the
benefit of a Participant that does not constitute an “excess
parachute payment” for
purposes of Section 280G of the Code.




     (v) Separation from Service. Termination of employment with the
Corporation or a Subsidiary. A Separation from Service will be deemed to have
occurred if the Participant’s services with the Corporation or a Subsidiary is
reduced to an annual rate that is 20 percent or less of the services rendered, on
average, during the immediately preceding three years of employment (or if employed
less than three years, such lesser period).




     (w) Separation Payment: With respect to a Participant, a Payment paid
or payable to the Participant pursuant to this Plan or an Agreement (disregarding
Section 9 of this Plan).




     (x) Severance Period: For a Tier I Participant, the period of two
years beginning on the date of the Qualified Termination of Employment; and for a
Tier



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II Participant, the period of one year beginning on the date of the Qualified
Termination of Employment.




     (y) Subsidiary: Any domestic or foreign corporation at least twenty
percent (20%) of whose shares normally entitled to vote in electing directors is
owned directly or indirectly by the Corporation or by other Subsidiaries, provided,
however, that “at least fifty percent (50%)” shall replace “at least twenty percent
(20%)” where there is not a legitimate business criteria for using such lower
percentage.




     (z) Tier I Participant: A Participant whose Agreement indicates that
he or she is a Tier I Participant.




     (aa) Tier II Participant: A Participant whose Agreement indicates that
he or she is a Tier II Participant.




     (bb) Value: With respect to a Payment, the economic present value of a
Payment as of the date of the change of control for purposes of Section 280G of the
Code, as determined by the Accounting Firm using the discount rate required by
Section 280G(d)(4) of the Code.



          3. Participation; Agreements. Eligible Executives shall be proffered an Agreement and
upon execution and delivery thereof by the Eligible Executive evidencing such Eligible Executive’s
agreement not to voluntarily leave the employ of the Corporation and its Subsidiaries and to
continue to render services during the pendency of any threatened Change of Control of the
Corporation, such Eligible Executive shall become a Participant. Each Agreement shall indicate
whether the Participant to whom it is proffered will be a Tier I Participant or a Tier II
Participant. A Participant shall cease to be a Participant in the Plan upon the termination of the
Participant’s Agreement in accordance with its terms.




          4. Separation from Service of Participants. Nothing in this Plan shall be deemed to
entitle a Participant to continued employment with the Corporation and its Subsidiaries and the
rights of the Corporation to separate a Participant from service shall continue as fully as though
this Plan were not in effect, provided that any Qualified Termination of Employment shall
entitle the Participant to the benefits herein provided. In addition, nothing in this Plan shall
be deemed to entitle a Participant under this Plan to any rights, or to payments under this Plan,
with respect to any plan in which the Participant was not a participant prior to a Qualified
Termination of Employment.





     Payments Upon Qualified Termination of Employment. In the event of a
Qualified Termination of Employment of a Participant, a lump sum



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cash payment or payments shall be made to such Participant as compensation for
services rendered, in an amount or amounts (subject to any applicable payroll or
other taxes required to be withheld) equal to the sum of the amounts specified in
subsections (a) through (i) below, such payments to be made within 10 days following
the later of the date of Separation from Service or the date of the Change of
Control except to the extent not yet calculable, in which case such portions shall
be paid as soon as practicable following the ability to calculate the amount.
Notwithstanding the foregoing, except as provided in Sections 9 and 10, all amounts
payable under the terms of this plan shall be payable no later than March 15 of the
year following the later of the date of Separation from Service or the date of the
Change of Control. Notwithstanding anything in this Section 5 to the contrary, any
amounts which are payable due to amounts the Executive would have been entitled
under a deferred compensation plan required to meet the requirements of Section 409A
of the Code and the regulations promulgated thereunder, such amounts shall be
payable at the date it would have been payable if the Executive were entitled to
this amount under the terms of the deferred compensation plan.




     (a) Salary Plus Incentive Compensation. A lump sum amount equal to the
Multiplier times the sum of (a) the Participant’s annual base salary at the rate in
effect immediately prior to the Relevant Date or, if higher, immediately before the
Qualified Termination of Employment and (b) the Annual Bonus Amount;




     (b) Equity Participation Plan — Participation Shares. A lump sum
amount equal to the payment to which the Participant would have been entitled had
all Participation Shares awarded to the Participant under any Equity Plan that were
outstanding on the Relevant Date and which had not matured as of the date of
Separation from Service and which will not mature as a result of the Separation from
Service, matured, such payment to be determined as though such award had matured and
its book value at maturity been determined on the last day of the calendar quarter
preceding the date of Participant’s Separation from Service;




     (c) Equity Participation Plan — Option Shares (i) Except with respect
to incentive stock options outstanding at the effective date of the Participant’s
Agreement for which the Option Price is lower than the Fair Market Value of the
Stock at such date, all stock options that were granted to the Participant under



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any of the Equity Plans, including but not limited to any substitute plans
adopted prior to the Relevant Date (or any successor or additional plan), that were
outstanding both on the Relevant Date and immediately before the Qualified
Termination of Employment, shall vest and become exercisable and the Qualified
Termination of Employment of the Participant shall be deemed a retirement for
purposes of exercising the stock options under the terms of the Equity Plans, and
(ii) notwithstanding the foregoing, with respect to Incentive Stock Options that
were outstanding at the effective date of the Participant’s Agreement for which the
Option Price is lower than the Fair Market Value of the Stock at such date, and
which were forfeited upon the Participant’s Separation from Service, a lump sum
amount equal to the excess of (I) the aggregate Fair Market Value on the date of
termination of the shares of common stock of the Corporation or other equity
security then subject to such Incentive Stock Options over (II) the aggregate option
price for such shares or other equity security;




     (d) Restricted Stock. With respect to restricted shares and/or
restricted share units granted to the Participant under any of the Equity Plans that
were outstanding but not vested on the Relevant Date and which are forfeited as a
result of the Participant’s Separation from Service, a lump sum amount equal to the
Fair Market Value of an equivalent number of shares of common stock of the
Corporation (or such other equity security into which the restricted shares and/or
restricted share units has been converted) on the date of Separation from Service;
in the event the number of restricted shares and/or restricted share units was to be
determined by the attainment of performance goals according to a schedule determined
by the Committee, the number of shares that shall be considered to vest shall the
greater of the target level established or the number of shares which would have
vested based on the attainment of the Performance Goal as of the end of the prior
year;




     (e) Successor or Additional Stock Appreciation Right, Incentive
Compensation, and Bonus Plan. A lump sum amount equal to the payment to which
the Participant would have been entitled had all amounts awarded or granted to the
Participant, vested or matured, under any stock appreciation right, incentive
compensation, and bonus plans, which are adopted after the effective date of the
Participant’s Agreement and in which the Participant participates immediately prior
to the Relevant Date, including but not limited to any substitute



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plans adopted prior to the Relevant Date (or any successor or additional plan),
which had not vested or matured as of the date of Separation from Service and will
not vest or mature as a result of the Participant’s Separation from Service, such
payment to be determined as though such award or grant had vested or matured on the
date of termination of the Participant’s employment;




     (f) Incentive Investment Plan. A lump sum amount equal to any benefits
under the Kimberly-Clark Corporation Salaried Employees Incentive Investment Plan
(or any successor or additional plan) that the Participant has accrued, but that are
forfeited as a result of his or her Separation from Service, based upon the value of
the Participant’s account as of the most recent valuation date before the date of
the Qualified Termination of Employment;




     (g) Retirement Contribution Plan. A lump sum amount equal to (a) in the
case of a Tier I Participant, the Participant’s annual Retirement Contributions
under the Kimberly-Clark Corporation Retirement Contribution Plan (or any successor
or additional plans) and the Kimberly-Clark Corporation Retirement Contribution
Excess Benefit Program (or any successor or additional plans) (individually the
“EBP” and collectively, the “Retirement Contribution Plan”) to which the Participant
would have been entitled if he had remained employed by the Corporation for the
Severance Period at the rate of annual compensation specified in Section 5(i) above
except that the Annual Bonus Amount shall be treated as earned for the year in which
separation occurred and the balance of the Severance Period and no award actually
earned in, and paid for, the year in which termination occurred shall be considered,
plus (b) for all Participants, the excess of (I) the benefits under the Retirement
Contribution Plan to which the Participant would be entitled if the Participant were
fully vested in all of his or her benefits under the Retirement Contribution Plan at
the date of Separation from Service, over (II) the value of the benefits to which
the Participant is actually entitled at the date of termination of employment, based
upon the value of the Participant’s account as of the most recent valuation date
before the date of the Qualified Termination of Employment. Notwithstanding
anything in Section 5 to the contrary, any amounts under subsection (b) of this
subparagraph which are payable due to amounts the Participant would have been
entitled under the EBP shall be payable at the date such amount would have been
payable if the Participant were entitled to this amount under the terms of the EBP;



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     (h) Salaried Retirement Plan. In the case of a Tier I Participant, a
lump sum retirement benefit, in addition to any benefits received under the
Supplemental Benefit Plan to the Kimberly-Clark Corporation Salaried Employees’
Retirement Plan (or any successor or additional plans) and the Second Supplemental
Benefit Plan to the Kimberly-Clark Corporation Salaried Employees’ Retirement Plan
(or any successor or additional plans) (collectively, the “Supplemental Plan”) and
the Kimberly-Clark Corporation Salaried Employees’ Retirement Plan (or any successor
or additional plans) (the “Salaried Retirement Plan”), such benefit to be equal to
the actuarial present value of a straight life annuity without level income option
and in an amount equal to the excess of (a) the benefits under the Salaried
Retirement Plan and the Supplemental Plan to which the Participant would have been
entitled in the form of a straight life annuity without level income option if such
Participant had remained employed by the Corporation for the Severance Period, at
the rate of annual compensation specified in Section 5(i) above except that the
Annual Bonus Amount shall be treated as earned for the year in which separation
occurred and the balance of the Severance Period and no award actually earned in,
and paid for, the year in which termination occurred shall be considered, over (b)
the benefits to which the Participant would actually have been entitled under the
Salaried Retirement Plan and the Supplemental Plan, had such benefit been paid in
the form of a straight life annuity without level income option; and




     (i) Medical and Dental Benefits. A lump sum amount equal to (a) the
amount of the monthly premiums that the Participant would be required to pay, if he
or she elected “COBRA” continuation coverage under the medical and dental plans of
the Corporation in which the Participant was participating immediately before the
Qualified Termination of Employment, based upon the premium rates in effect as of
the date of the Qualified Termination of Employment, times (b) for a Tier I
Participant, 24, and for a Tier II Participant, 12.



          5. Other Terms and Conditions. The Agreement to be entered into pursuant to this Plan
shall contain such other terms, provisions and conditions not inconsistent with this Plan as shall
be determined by the Committee. Where appearing in this Plan or the Agreement, the masculine shall
include the feminine and the plural shall include the singular, unless the context clearly
indicates otherwise.





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          6. Non-Assignability. Each Participant’s rights under this Plan shall be
non-transferable except by will or by the laws of descent and distribution.




          7. Unfunded Plan. The Plan shall be unfunded. Neither the Corporation nor the Board
shall be required to segregate any assets that may at any time be represented by benefits under the
Plan. Neither the Corporation nor the Board shall be deemed to be a trustee of any amounts to be
paid under the Plan. Any liability of the Corporation to any Participant with respect to any
benefit shall be based solely upon any contractual obligations created by the Plan and the
Agreement; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any
property of the Corporation.




          8. Certain Reduction of Payments by the Corporation when Payments Do Not Exceed 110% of
the Safe Harbor Amount.





               (a) This Section 9 shall only be applicable if it shall be determined that the
Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount.
Anything in this Plan to the contrary notwithstanding, in the event Deloitte &
Touche LLP or such other certified public accounting firm designated by the
Corporation (the “Accounting Firm”) shall determine that receipt of all Payments
would subject a Participant, other than a Participant entitled to a Gross-Up Payment
under Section 10 below, to tax under Section 4999 of the Code, it shall determine
whether some amount of Separation Payments would meet the definition of a “Reduced
Amount.” If the Accounting Firm determines that there is a Reduced Amount, the
aggregate Separation Payments shall be reduced to such Reduced Amount. All fees
payable to the Accounting Firm with respect to this Section 9 shall be paid solely
by the Corporation.




               (b) If the Accounting Firm determines that aggregate Separation Payments should
be reduced to the Reduced Amount, the Corporation shall promptly give the
Participant notice to that effect and a copy of the detailed calculation thereof,
and the Participant may then elect, in his or her sole discretion, which and how
much of the Separation Payments that are not required to meet the requirements of
Section 409A of the Code and the regulations promulgated thereunder shall be
eliminated or reduced (as long as after such election the Value of the aggregate
Separation Payments equals the Reduced Amount), and shall advise the Corporation in
writing of his or her election within ten days of his receipt of notice. If no such
election is made by the Participant within such ten-day period, the Corporation may
elect which of such Separation Payments that



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are not required to meet the requirements of Section 409A of the Code and the
regulations promulgated thereunder shall be eliminated or reduced (as long as after
such election the Value of the aggregate Separation Payments equals the Reduced
Amount) and shall notify the Participant promptly of such election. All
determinations made by the Accounting Firm under this Section shall be binding upon
the Corporation and the Participant and shall be made as promptly as practicable
following such determination, the Corporation shall pay to or distribute for the
benefit of the Participant such Separation Payments as are then due to the
Participant under Section 5 of this Plan and shall promptly pay to or distribute for
the benefit of the Participant in the future such Separation Payments as become due
to the Participant under this Plan. Notwithstanding the prior sentence, such
determination by the Accounting Firm shall be made within 60 days, and the payment
by the Corporation shall be made within 90 days, of the later of a Separation from
Service of the Executive or the date of the Change of Control.




               (c) While it is the intention of the Corporation to reduce the amounts payable
or distributable to a Participant hereunder only if the aggregate Net After Tax
Receipts to the Participant would thereby be increased, as a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that amounts
will have been paid or distributed by the Corporation to or for the benefit of a
Participant pursuant to this Plan which should not have been so paid or distributed
(“Overpayment”) or that additional amounts which will have not been paid or
distributed by the Corporation to or for the benefit of a Participant pursuant to
this Plan could have been so paid or distributed (“Underpayment”), in each case,
consistent with the calculation of the Reduced Amount hereunder. In the event that
the Accounting Firm determines that an Overpayment has been made, based upon the
assertion of a deficiency by the Internal Revenue Service against the Corporation or
the Participant which the Accounting Firm believes has a high probability of
success, any such benefit of a Participant shall be treated for all purposes as a
loan to the Participant which the Participant shall repay to the Corporation
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have
been made and no amount shall be payable by a Participant to the Corporation if and
to the extent such deemed loan and payment would not ei-



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ther reduce the amount on which the Participant is subject to tax under
Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the
event that the Accounting Firm, based upon controlling precedent or substantial
authority, determines that an Underpayment has occurred, any such Underpayment shall
be promptly paid by the Corporation to or for the benefit of the Participant
together with interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code. Notwithstanding anything in this Plan or any Agreement to
the contrary, the payment will be conditioned upon the Overpayment or Underpayment
meeting the requirements of Section 409A of the Code and the regulations promulgated
thereunder.




9. Certain Additional Payments by the Corporation to Participants.




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




               (b) Subject to the provisions of Section 10(c), all determinations required to
be made under this Section 10, including whether and when a Gross-Up Payment is
required, the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by the Accounting Firm. The
Accounting Firm shall provide detailed supporting calculations both to the
Corporation and the Participant within 15 business days of the
receipt of no-



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tice from the Participant that there has been a Payment or such earlier time as
is requested by the Corporation. All fees and expenses of the Accounting Firm shall
be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to
this Section 10 (including any Underpayment under this subsection (b) and any
payment under subsection (c)), shall be paid by the Corporation to or for the
benefit of the applicable Participant by the end of the year following the year in
which the Participant remits the related taxes, or, in the case of reimbursed audit
or litigation expenses, by the end of the year following the years the taxes
are remitted or, if no taxes are remitted, the end of the year following the year
the audit, settlement, or litigation is finally completed or resolved. Any
determination by the Accounting Firm shall be binding upon the Corporation and the
Participant. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that Gross-Up Payments that will not have been made by the
Corporation should have been made (an “Underpayment”), consistent with the
calculations required to be made hereunder. In the event the Corporation exhausts
its remedies pursuant to Section 10(c) and the Participant thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Corporation to or for the benefit of the Participant on the later of the date
of such determination or after the date payments are due under Section 5 of this
Plan.




               (c) Each Participant shall notify the Corporation in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by the
Corporation of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Participant is informed in
writing of such claim. The Participant shall apprise the Corporation of the nature
of such claim and the date on which such claim is requested to be paid. The
Participant shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Participant gives such notice to the Corporation (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Corporation notifies the Participant in writing prior to
the expiration of such period that the Corporation desires to contest such claim,
the Participant shall:



-14-









 






	 	(1)	 	give the Corporation any
information reasonably requested by the Corporation relating to
such claim,
	 
	 	(2)	 	take such action in connection
with contesting such claim as the Corporation shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by the Corporation,
	 
	 	(3)	 	cooperate with the Corporation in
good faith in order effectively to contest such claim, and
	 
	 	(4)	 	permit the Corporation to
participate in any proceedings relating to such claim;






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



-15-









 







the contest shall be limited to issues with respect to which the Gross-Up Payment
would be payable hereunder, and the Participant shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service
or any other taxing authority.




               (d) If, after the receipt by a Participant of a Gross-Up Payment or payment by
the Corporation of an amount on the Participant’s behalf pursuant to Section 10(c),
the Participant becomes entitled to receive any refund with respect to the Excise
Tax to which such Gross-Up Payment relates or with respect to such claim, the
Participant shall (subject to the Corporation’s complying with the requirements of
Section 10(c), if applicable) promptly pay to the Corporation the amount of such
refund (together with any interest paid or credited thereon after taxes applicable
thereto). If, after payment by the Corporation of an amount on the Participant’s
behalf pursuant to Section 10(c), a determination is made that the Participant shall
not be entitled to any refund with respect to such claim and the Corporation does
not notify the Participant in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then the amount of such
payment shall offset, to the extent thereof, the amount of Gross-Up Payment required
to be paid.




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



          10. No Duty to Mitigate. In no event shall any Participant be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Participant
under any of the provisions of this Plan, and such amounts shall not be reduced whether or not the
Participant obtains other employment.




          11. Termination and Amendment of this Plan. The Committee shall have power at any
time, in its discretion, to amend, abandon or terminate this Plan, in whole or in part; except
that no amendment, abandonment or termination shall impair or abridge the obligations of the
Corporation under any Agreements previously entered into pursuant to this Plan except as expressly
permitted by the terms of such Agreements.




          12. Successors. The Corporation shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of its busi-




-16-









 




ness and/or assets to assume expressly and agree to perform this Plan and the Agreements in
the same manner and to the same extent that the Corporation would be required to perform them if no
such succession had taken place.




          13. Effective Date. This amended and restated Plan shall become effective on November
13, 2008.





-17-









 






Exhibit A




Tier I Agreement




KIMBERLY-CLARK CORPORATION




Executive Severance Agreement




     AGREEMENT
between KIMBERLY-CLARK CORPORATION, a Delaware corporation, and
                                        
 (the “Executive”).



WITNESSETH:




     WHEREAS, the Committee has approved the Corporation entering into severance agreements with
key executives of the Corporation and its subsidiaries pursuant to the Executive Severance Plan
(the “Plan”); and



     WHEREAS, the Executive is a key executive of the Corporation or one of its subsidiaries and
has been selected by the Committee as a key executive to be an Executive under the Plan; and



     WHEREAS, should the Corporation receive or learn of any proposal by or from a third person
concerning a possible business combination with, or acquisition of equity securities of, the
Corporation, or should the Corporation otherwise consider or pursue a transaction that could lead
to a change of control, the Committee believes it imperative that the Corporation and the Board be
able to rely upon the Executive to continue in the Executive’s position, and that they be able to
receive and rely upon the Executive’s advice, if they request it, as to the best interests of the
Corporation and its stockholders, without concern that the Executive might be distracted by the
personal uncertainties and risks created by such a possibility; and



     WHEREAS, should the Corporation receive or consider any such proposal or transaction, in
addition to the Executive’s regular duties, the Executive may be called upon to assist in the
assessment of the proposal or transaction, advise management and the Board as to whether the
proposal or transaction would be in the best interest of the Corporation and its stockholders, and
to take such other actions as the Board might determine to be appropriate;



     NOW, THEREFORE, to assure the Corporation that it will have the continued dedication of the
Executive and the availability of the Executive’s advice and counsel notwithstanding the
possibility, threat or occurrence of such a proposal or transaction, and to induce the Executive



 









 







to remain in the employ of the Corporation, and for other good and valuable consideration, the
Corporation and the Executive agree as follows:



     In the event a third person, in order to effect a Change of Control (as hereinafter defined),
begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps, or in
the event the Corporation considers taking, or decides to take, steps that are expected to lead to
a Change of Control, the Executive agrees that the Executive will not voluntarily leave the employ
of the Corporation, and will render the services contemplated in the recitals to this Agreement and
the Plan, until the efforts by the third party or the Corporation to effect a Change of Control are
abandoned or until a Change of Control has occurred.




     A. Lump-Sum Cash Payment. In the event of a Qualified Termination of
Employment (as hereinafter defined) the Corporation will pay to the Executive, as
compensation for services rendered to the Corporation a lump-sum cash amount or amounts
(subject to any applicable payroll or other taxes required to be withheld) calculated by
adding the amounts specified in subparagraphs (i) through (viii) below, such payments to be
made within 10 day following the later of the date of Separation from Service or the date of
the Change of Control, except to the extent not yet calculable, in which case such portions
shall be paid as soon as practicable following the ability to calculate the amount.
Notwithstanding the foregoing, except as provided in Paragraphs E and F, all amounts payable
under the terms of this plan shall be payable no later than March 15 of the year following
the later of the date of Separation from Service or the date of the Change of Control.
Notwithstanding anything in this Paragraph A to the contrary, any amounts which are payable
due to amounts the Executive would have been entitled under a deferred compensation plan
required to meet the requirements of Section 409A of the Code and the regulations
promulgated thereunder, such amounts shall be payable at the date it would have been payable
if the Executive were entitled to this amount under the terms of the deferred compensation
plan.




     (i) Salary plus Incentive Compensation. A lump sum amount equal to two
times the sum of (a) the Executive’s annual base salary at the rate in effect
immediately prior to the Relevant Date or, if higher, immediately before the
Qualified Termination of Employment and (b) the Annual Bonus Amount;




     (ii) Equity Participation Plan — Option Shares (a) Except with respect
to incentive stock options outstanding at the effective date of the Executive’s
Agreement for which the Option Price is lower than the Fair Market Value of the



 - 2 - 









 







Stock at such date, all stock options that were granted to the Executive under
any of the Equity Plans, including but not limited to any substitute plans adopted
prior to the Relevant Date (or any successor or additional plan), that were
outstanding both on the Relevant Date and immediately before the Qualified
Termination of Employment, shall vest and become exercisable and the Qualified
Termination of Employment of the Executive shall be deemed a retirement for purposes
of exercising the stock options under the terms of the Equity Plans, and (b)
notwithstanding the foregoing, with respect to Incentive Stock Options that were
outstanding at the effective date of the Executive’s Agreement for which the Option
Price is lower than the Fair Market Value of the Stock at such date, and which were
forfeited upon the separation of the Executive’s service, a lump sum amount equal to
the excess of (I) the aggregate Fair Market Value on the date of separation of the
shares of common stock of the Corporation or other equity security then subject to
such Incentive Stock Options over (II) the aggregate option price for such shares or
other equity security;




     (iii) Restricted Stock. With respect to restricted shares and/or
restricted share units granted to the Executive under any of the Equity Plans that
were outstanding but not vested on the Relevant Date and which are forfeited as a
result of the separation of the Executive’s service, a lump sum amount equal to the
Fair Market Value of an equivalent number of shares of common stock of the
Corporation (or such other equity security into which the restricted shares and/or
restricted share units has been converted) on the date of separation of service; in
the event the number of restricted shares and/or restricted share units was to be
determined by the attainment of performance goals according to a schedule determined
by the Committee, the number of shares that shall be considered to vest shall be the
greater of the target level established or the number of shares which would have
vested based on the attainment of the Performance Goal as of the end of the prior
year;




     (iv) Successor or Additional Stock Appreciation Right, Incentive
Compensation, and Bonus Plan. A lump sum amount equal to the payment to which
the Executive would have been entitled had all amounts awarded or granted to the
Executive, vested or matured, under any stock appreciation right, incentive
compensation, and bonus plans, which are adopted after the effective date of



 - 3 - 









 







the Executive’s Agreement and in which the Executive participates immediately
prior to the Relevant Date, including but not limited to any substitute plans
adopted prior to the Relevant Date (or any successor or additional plan), which had
not vested or matured as of the date of separation of service and will not vest or
mature as a result of the separation of the Executive’s service, such payment to be
determined as though such award or grant had vested or matured on the date of
separation of the Executive’s service;




     (v) Incentive Investment Plan. A lump sum amount equal to any benefits
under the Kimberly-Clark Corporation Salaried Employees Incentive Investment Plan
(or any successor or additional plan) that the Executive has accrued, but that are
forfeited as a result of his or her separation of service, based upon the value of
the Executive’s account as of the most recent valuation date before the date of the
Qualified Termination of Employment;




     (vi) Retirement Contribution Plan. A lump sum amount equal to (a) the
Executive’s annual Retirement Contributions under the Kimberly-Clark Corporation
Retirement Contribution Plan (or any successor or additional plans) and the
Kimberly-Clark Corporation Retirement Contribution Excess Benefit Program (or any
successor or additional plans) (individually the “EBP” and collectively, the
“Retirement Contribution Plan”) to which the Executive would have been entitled if
he had remained employed by the Corporation for the Severance Period at the rate of
annual compensation specified in subparagraph (i) of Paragraph A above except that
the Annual Bonus Amount shall be treated as earned for the year in which separation
of service occurred and the balance of the Severance Period and no award actually
earned in, and paid for, the year in which separation of service occurred shall be
considered, plus (b) the excess of (I) the benefits under the Retirement
Contribution Plan to which the Executive would be entitled if the Executive were
fully vested in all of his or her benefits under the Retirement Contribution Plan at
the date of separation of service, over (II) the value of the benefits to which the
Executive is actually entitled at the date of separation of service, based upon the
value of the Executive’s account as of the most recent valuation date before the
date of the Qualified Termination of Employment. Notwithstanding anything in the
Paragraph A to the contrary, any amounts under subsection (b) of this subparagraph
which are payable due to amounts the Executive would



 - 4 - 









 







have been entitled under the EBP shall be payable at the date such amount would
have been payable if the Executive were entitled to this amount under the terms of
the EBP;




     (vii) Salaried Retirement Plan. A lump sum retirement benefit, in
addition to any benefits received under the Supplemental Benefit Plan to the
Kimberly-Clark Corporation Salaried Employees’ Retirement Plan (or any successor or
additional plans) and the Second Supplemental Benefit Plan to the Kimberly-Clark
Corporation Salaried Employees’ Retirement Plan (or any successor or additional
plans) (collectively, the “Supplemental Plan”) and the Kimberly-Clark Corporation
Salaried Employees’ Retirement Plan (or any successor or additional plans) (the
“Salaried Retirement Plan”), such benefit to be equal to the actuarial present value
of a straight life annuity without level income option and in an amount equal to the
excess of (a) the benefits under the Salaried Retirement Plan and the Supplemental
Plan to which the Executive would have been entitled in the form of a straight life
annuity without level income option if such Executive had remained employed by the
Corporation for the Severance Period, at the rate of annual compensation specified
in subparagraph (i) of Paragraph A above except that the Annual Bonus Amount shall
be treated as earned for the year in which separation of service occurred and the
balance of the Severance Period and no award actually earned in, and paid for, the
year in which separation of service occurred shall be considered, over (b) the
benefits to which the Executive would actually have been entitled under the Salaried
Retirement Plan and the Supplemental Plan, had such benefit been paid in the form of
a straight life annuity without level income option. Notwithstanding anything in the
Paragraph A to the contrary, any amounts under subsection (b) of this subparagraph
which are payable due to amounts the Executive would have been entitled under the
Supplemental Plan shall be payable at the date such amount would have been payable
if the Executive were entitled to this amount under the terms of the Supplemental
Plan; and




     (viii) Medical and Dental Benefits. A lump sum amount equal to (a) the
amount of the monthly premiums that the Executive would be required to pay, if he or
she elected “COBRA” continuation coverage under the medical and dental plans of the
Corporation in which the Executive was participating immediately be-



 - 5 - 









 







fore the Qualified Termination of Employment, based upon the premium rates in
effect as of the date of the Qualified Termination of Employment, times (b) 24.




     B. Other Matters.




     (i) Severance Pay Plan Payments. In the event of a Qualified
Termination of Employment, the Executive shall not be entitled to receive any
severance benefits that would otherwise be available to the Executive under the
Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan),
or any other severance program sponsored by the Corporation and/or any of its
Subsidiaries.




     (ii) Participation in Employee Benefit Plans. The Executive’s
participation in savings, retirement, profit sharing, stock option, and/or stock
appreciation rights plans of the Corporation and/or any of its Subsidiaries shall
continue only through the last day of the Executive’s employment. Any terminating
distributions and/or vested rights under such plans shall be governed by the terms
of those respective plans. Furthermore, the Executive’s participation in any
insurance plans of the Corporation and rights to any other fringe benefits shall
except as otherwise specifically provided in such plans or corporate policy,
terminate as of the close of the Executive’s last day of employment, except to the
extent specifically provided to the contrary in this Agreement. Nothing in this
Agreement shall be deemed to entitle the Executive to any rights, or to payments
under this Agreement, with respect to any employee benefit plan which the Executive
was not a participant prior to a Qualified Termination of Employment.




     (iii) Continuing Obligations. The Executive shall retain in confidence
any confidential information known to the Executive concerning the Corporation and
its business so long as such information is not publicly disclosed.




     (iv) No Guarantee of Employment. Nothing in this Agreement shall be
deemed to entitle the Executive to continued employment with the Corporation or any
of its Subsidiaries and the rights of the Corporation and its Subsidiaries to
terminate the employment of the Executive shall continue as fully as if this
Agreement were not in effect; provided that any Qualified Termination of Employment
shall entitle the Executive to the benefits herein provided.



 - 6 - 









 






     C. Definition of Change of Control. For the purpose of this Agreement, a
“Change of Control” shall be deemed to have taken place upon the first of the following to
occur after the date of this Agreement: (i) a third person, including a “group” as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the
Corporation having 30% or more of the total number of votes that may be cast for the
election of directors of the Corporation; or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, sale of assets or contested election,
or any combination of the foregoing transactions (a “Transaction”), the persons who were
directors of the Corporation before the Transaction shall cease to constitute a majority of
the Board of Directors of the Corporation or any successor to the Corporation.




     D. Definition of Subsidiary. For purposes of this Agreement, a “Subsidiary”
shall mean any domestic or foreign corporation at least twenty percent (20%) of whose shares
normally entitled to vote in electing directors is owned directly or indirectly by the
Corporation or by other Subsidiaries, provided, however, that “at least fifty percent (50%)”
shall replace “at least twenty percent (20%)” where there is not a legitimate business
criteria for using such lower percentage.




     E. Certain Reduction of Payments by the Corporation when Payments Do Not Exceed
110% of the Safe Harbor Amount.




     (i) This Paragraph E shall only be applicable if it shall be determined that
the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount.
If the Executive is not entitled to a Gross-Up Payment pursuant to Paragraph F
below, then anything in this Agreement to the contrary notwithstanding, in the event
Deloitte & Touche LLP or such other certified public accounting firm designated by
the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments
would subject the Executive to tax under Section 4999 of the Code, it shall
determine whether some amount of Separation Payments would meet the definition of a
“Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount,
the aggregate Separation Payment shall be reduced to such Reduced Amount. All fees
payable to the Accounting Firm with respect to this Paragraph E shall be paid solely
by the Corporation.




     (ii) If the Accounting Firm determines that aggregate Separation Payments
should be reduced to the Reduced Amount, the Corporation shall



 - 7 - 









 







promptly give the Executive notice to that effect and a copy of the detailed
calculation thereof, and the Executive may then elect, in the Executive’s sole
discretion, which and how much of the Separation Payments that are not required to
meet the requirements of Section 409A of the Code and the regulations promulgated
thereunder shall be eliminated or reduced (as long as after such election the Value
of the aggregate Separation Payments equals the Reduced Amount), and shall advise
the Corporation in writing of the Executive’s election within ten days of the
Executive’s receipt of notice. If no such election is made by the Executive within
such ten-day period, the Corporation may elect which of such Separation Payments
that are not required to meet the requirements of Section 409A of the Code and the
regulations promulgated thereunder shall be eliminated or reduced (as long as after
such election the Value of the aggregate Separation Payments equals the Reduced
Amount) and shall notify the Executive promptly of such election. All
determinations made by the Accounting Firm under this paragraph shall be binding
upon the Corporation and the Executive, and as promptly as practicable following
such determination the Corporation shall pay to or distribute for the benefit of the
Executive such Separation Payments as are then due to the Executive under this
Agreement, and shall promptly pay to or distribute for the benefit of the Executive
in the future such Separation Payments as become due to the Executive under this
Agreement. Notwithstanding the prior sentence, such determination by the Accounting
Firm shall be made within 60 days, and the payment by the Corporation shall be made
within 90 days, of the later of a Separation from Service of the Executive or the
date of the Change of Control. While it is the intention of the Corporation to
reduce the amounts payable or distributable to the Executive hereunder only if the
aggregate Net After Tax Receipts to the Executive would thereby be increased as a
result of the uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is possible that
amounts will have been paid or distributed by the Corporation to or for the benefit
of the Executive pursuant to this Agreement which should not have been so paid or
distributed (“Overpayment”), or that additional amounts which will have not been
paid or distributed by the Corporation to or for the benefit of the Executive
pursuant to this Agreement could have been so paid or distributed (“Underpayment”),
in each case, consistent with the calculation of the Reduced Amount hereunder.



 - 8 - 









 







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




     F. Certain Additional Payments by the Corporation when Payments Exceed 110% of the
Safe Harbor Amount.




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



 - 9 - 









 







Up Payment shall be made to the Executive and the provisions of Paragraph E
above shall apply to that Executive. The Corporation’s obligation to make Gross-Up
Payments under this Paragraph F shall not be conditioned upon the Executive’s
Separation from Service.




     (ii) Subject to the provisions of subparagraph (iii) of Paragraph F, all
determinations required to be made under this Paragraph F, including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by the
Accounting Firm. The Accounting Firm shall provide detailed supporting calculations
both to the Corporation and the Executive within 15 business days of the receipt of
notice from the Executive that there has been a Payment or such earlier time as is
requested by the Corporation. All fees and expenses of the Accounting Firm shall be
borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to
this Paragraph F (including any Underpayment under this subparagraph (ii) and any
payment under subparagraph (iii), shall be paid by the Corporation to or for the
benefit of the Executive by the end of the year following the year in which the
Executive remits the related taxes or, in the case of reimbursed audit or litigation
expenses, by the end of the year following the years the taxes are remitted or, if
no taxes are remitted, the end of the year following the year the audit, settlement,
or litigation is finally completed or resolved. Any determination by the Accounting
Firm shall be binding upon the Corporation and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Corporation should have been made (an
“Underpayment”), consistent with the calculations required to be made hereunder. In
the event the Corporation exhausts its remedies pursuant to subparagraph (iii) of
Paragraph F and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Corporation to or
for the benefit of the Executive on the later of the date of such determination or
after the date payments are due under Paragraph A of this Agreement.



 - 10 - 









 






     (iii) The Executive shall notify the Corporation in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Corporation of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Executive is informed in
writing of such claim. The Executive shall apprise the Corporation of the nature of
such claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following the
date on which the Executive gives such notice to the Corporation (or such shorter
period ending on the date that any payment of taxes with respect to such claim is
due). If the Corporation notifies the Executive in writing prior to the expiration
of such period that the Corporation desires to contest such claim, the Executive
shall:




	 	(1)	 	give the Corporation any
information reasonably requested by the Corporation relating to
such claim,
	 
	 	(2)	 	take such action in connection
with contesting such claim as the Corporation shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by the Corporation,
	 
	 	(3)	 	cooperate with the Corporation in
good faith in order effectively to contest such claim, and
	 
	 	(4)	 	permit the Corporation to
participate in any proceedings relating to such claim;






provided, however, that the Corporation shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with
such contest, and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income tax (including interest and penalties) imposed
as a result of such representation and payment of costs and expenses. Without
limitation of the foregoing provisions of this subparagraph (iii) of Paragraph F,
the Corporation shall control all proceedings taken in connection with such contest,
and, at its sole discretion, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the applicable tax-



 - 11 - 









 







ing authority in respect of such claim and may, at its sole discretion, either pay
the tax claimed to the appropriate taxing authority on behalf of the Executive and
direct the Executive to sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Corporation shall determine; provided, however, that, if
the Corporation directs the Executive to pay such claim and directs the Executive to
sue for a refund, the Corporation shall indemnify and hold the Executive harmless,
on an after-tax basis, from any Excise Tax or income tax (including interest or
penalties) imposed with respect to such payment or with respect to any imputed
income in connection with such payment;and provided, further, that any extension of
the statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Corporation’s control of
the contest shall be limited to issues with respect to which the Gross-Up Payment
would be payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service
or any other taxing authority.




     (iv) If, after the receipt by the Executive of a Gross-Up Payment or payment by
the Corporation of an amount on the Executive’s behalf pursuant to subparagraph
(iii) of this Paragraph F, the Executive becomes entitled to receive any refund with
respect to the Excise Tax to which such Gross-Up Payment relates or with respect to
such claim, the Executive shall (subject to the Corporation’s complying with the
requirements of subparagraph (iii) of this Paragraph F, if applicable) promptly pay
to the Corporation the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after payment by the
Corporation of an amount on the Executive’s behalf pursuant to subparagraph (iii) of
this Paragraph F, a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Corporation does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then the amount of such payment
shall offset, to the extent thereof, the amount of Gross-Up Payment required to be
paid.



 - 12 - 









 






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




     G. Definitions.




     (i) Annual Bonus Amount: The Target-level award payable to the
Executive for the year in which the Relevant Date occurred (or, if not then
established, for the preceding year) or, if higher, for any subsequent year that
begins before the Qualified Termination of Employment, under the Kimberly-Clark
Corporation Executive Officer Achievement Award Program or the Kimberly-Clark
Corporation Management Achievement Award Program, as applicable, or any successor or
additional plan. Notwithstanding anything in this Agreement to the contrary, this
definition may be amended at the discretion of the Committee consistent with any
amendment of the definition of Annual Bonus Amount under the Plan to allow any
amounts payable by the Corporation to comply with the definition of performance
based compensation under section 162(m) of the Code or any successor section
(including the rules and regulations promulgated thereunder).




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




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




     (a) the commission by the Executive of a felony;




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




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




     (iv) Code: The Internal Revenue Code of 1986, as amended.




     (v) Committee: The Management Development and Compensation Committee of
the Board of Directors of the Corporation.



 - 13 - 









 






     (vi) Corporation: Kimberly-Clark Corporation and any successor thereto
that assumes this Plan and the Agreements pursuant to Paragraph H.(v) below.




     (vii) Equity Plans: The Kimberly-Clark Corporation 2001 Equity
Participation Plan, the Kimberly-Clark Corporation 1999 Restricted Stock Plan, the
Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or
additional plans under which the Executive receives stock options, restricted stock
or other equity-based compensation.




     (viii) Excise Tax: The excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.




     (ix) Fair Market Value: With respect to any publicly traded equity
security, the reported closing price of such security on the relevant date as
reported on the composite list used by The Wall Street Journal for reporting
stock prices, or, if no such sale shall have been made on that day, on the last
preceding day on which there was such a sale; and with respect to any other
property, the fair market value thereof as determined by the Committee in good
faith.




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




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




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




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




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



 - 14 - 









 






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




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




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




     
The Executive’s right to terminate the Executive’s employment for Good
Reason shall not be affected by the Executive’s incapacity due to physical or mental
illness. The Executive’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason
hereunder.

     (xi)
Net After Tax Receipt: The Value of a Payment, net of all taxes
imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code,
determined by applying the highest marginal rate under Section 1 of the Code which
applied to the Executive’s taxable income for the immediately preceding taxable
year.




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




     (xiii) Qualified Termination of Employment: The separation of the
Executive’s service with the Corporation and/or its Subsidiaries either (i) within
the two (2) year period following a Change of Control of the Corporation (A) by the
Corporation without Cause or, (B) by the Executive with Good Reason, or (ii) by the
Corporation without Cause before a Change of Control, if a Change of Control occurs
within one year after such Separation from Service and it is reasonably demonstrated
by the Executive that such Separation from Service was at the



 - 15 - 









 







request of a third party that had taken steps reasonably calculated to effect a
Change of Control or otherwise arose in connection with or in anticipation of a
Change of Control. A transfer of employment for administrative purposes among the
Corporation and its Subsidiaries shall not be deemed a Qualified Termination of
Employment, but if such a transfer results in the occurrence of Good Reason, the
Executive shall have the right to terminate employment for Good Reason and such
separation shall be a Qualified Termination of Employment.




     (xiv) Reduced Amount: The greatest aggregate amount of Separation
Payments which (a) is less than the sum of all Separation Payments and (b) results
in aggregate Net After Tax Receipts which are equal to or greater than the Net After
Tax Receipts which would result if the Executive were paid the sum of all Separation
Payments.




     (xv) Relevant Date: In the case of a Qualified Termination of
Employment as described in clause (ii) of the definition of “Qualified Termination
of Employment,” the date of such Qualified Termination of Employment and, in all
other cases, the date of the Change of Control.




     (xvi) Safe Harbor Amount: The portion of the payment to or for the
benefit of an Executive that does not constitute an “excess parachute payment for
purposes of Section 280G of the Code.




     (xvii) Separation from Service. Termination of employment with the
Corporation or a Subsidiary. A Separation from Service will be deemed to have
occurred if the Executive’s services with the Corporation or a Subsidiary is reduced
to an annual rate that is 20 percent or less of the services rendered, on average,
during the immediately preceding three years of employment (or if employed less than
three years, such lesser period).




     (xviii) Separation Payment: A Payment paid or payable to the Executive
pursuant to this Plan or an Agreement.




     (xix) Severance Period: The period of two years beginning on the date
of the Qualified Termination of Employment.




     (xx) Value: With respect to a Payment, the economic present value of a
Payment as of the date of the change of control for purposes of Section 280G



 - 16 - 









 







of the Code, as determined by the Accounting Firm using the discount rate
required by Section 280G(d)(4) of the Code.




H. General.




     (i) No Duty to Mitigate. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Plan, and such
amounts shall not be reduced whether or not the Executive obtains other employment.




     (ii) Indemnification. If litigation shall be brought to enforce or
interpret any provision contained herein, the Corporation hereby agrees to indemnify
the Executive for the Executive’s reasonable attorney’s fees and disbursements
incurred in such litigation, and hereby agrees to pay prejudgment interest on any
money judgment obtained by the Executive calculated at Citibank’s (or any successor
entity) prime rate of interest in effect from time to time from the date that
payment(s) to the Executive should have been made under this Agreement. The
reimbursement of an attorney’s fees and disbursements incurred in such litigation
will be made on or before the last day of the calendar year following the calendar
year in which the expense was incurred.




     (iii) Payment Obligations Absolute. The Corporation’s obligation to
pay the Executive the compensation and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any circumstances,
including without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Corporation may have against the Executive or anyone else.
All amounts payable by the Corporation hereunder shall be paid without notice or
demand. Except as expressly provided herein, the Corporation waives all rights
which it may now have or may hereafter have conferred upon it, by statute or
otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Each
and every payment made hereunder by the Corporation shall be final and the
Corporation will not seek to recover all or any part of such payment from the
Executive or from whosoever may be entitled thereto, for any reason whatsoever.



 - 17 - 









 






     (iv) Unfunded Obligation. The obligation of the Corporation under this
Agreement shall be unfunded. The Corporation shall not be required to segregate any
assets that may at any time be represented by benefits under this Agreement. The
Corporation shall not be deemed to be a trustee of any amounts to be paid under this
Agreement. Any liability of the Corporation to the Executive with respect to any
benefit shall be based solely upon any contractual obligations created hereunder; no
such obligation shall be deemed to be secured by any pledge or any encumbrance on
any property of the Corporation.




     (v) Successors. This Agreement shall be binding upon and inure to the
benefit of the Executive and the Executive’s estate, and the Corporation and any
successor of the Corporation, but neither this Agreement nor any rights arising
hereunder may be assigned or pledged by the Executive. The Corporation shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business and/or
assets to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Corporation would be required to perform it if no
such succession had taken place.




     (vi) Severability. Any provision in this Agreement which is prohibited
or unenforceable in any jurisdiction shall as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




     (vii) Controlling Law. This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of Delaware.
Where appearing in this Agreement, the masculine shall include the feminine and the
plural shall include the singular, unless the context clearly indicates otherwise.




     (viii) Entire Agreement. The Executive and the Corporation acknowledge
that upon its execution, this Agreement supersedes any and all prior agreements
between the Executive and the Corporation under the Plan as in effect at this time
or at any prior time. From and after the Relevant Date, except as specifically
provided herein, this Agreement shall supersede any other agreement between the
parties with respect to severance pay and benefits. Notwith-



 - 18 - 









 







standing the foregoing, any previously executed noncompetition agreement shall
continue in effect following the execution of this Agreement and the Relevant Date.




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



  IN
WITNESS WHEREOF, the parties have executed this Agreement on the ___ day of
                                        
, 20                    .



	 	 	 	 	 	 
	 	 	 
	 
	 

	 	Executive	 	 	 
	 
	 	 	 	 	 
	 	 	KIMBERLY-CLARK CORPORATION	 
	 
	 	 	 	 	 
	 

	 	By:	 	 	 
	 

	 	 
	 






 - 19 - 











 



Exhibit B


Tier II Agreement




KIMBERLY-CLARK CORPORATION




Executive Severance Agreement




     AGREEMENT between KIMBERLY-CLARK CORPORATION, a Delaware corporation, and
                                        

(the “Executive”).



WITNESSETH:




     WHEREAS, the Committee has approved the Corporation entering into severance agreements with
key executives of the Corporation and its subsidiaries pursuant to the Executive Severance Plan
(the “Plan”); and



     WHEREAS, the Executive is a key executive of the Corporation or one of its subsidiaries and
has been selected by the Committee as a key executive to be an Executive under the Plan; and



     WHEREAS, should the Corporation receive or learn of any proposal by or from a third person
concerning a possible business combination with, or acquisition of equity securities of, the
Corporation, or should the Corporation otherwise consider or pursue a transaction that could lead
to a change of control, the Committee believes it imperative that the Corporation and the Board be
able to rely upon the Executive to continue in the Executive’s position, and that they be able to
receive and rely upon the Executive’s advice, if they request it, as to the best interests of the
Corporation and its stockholders, without concern that the Executive might be distracted by the
personal uncertainties and risks created by such a possibility; and



     WHEREAS, should the Corporation receive or consider any such proposal or transaction, in
addition to the Executive’s regular duties, the Executive may be called upon to assist in the
assessment of the proposal or transaction, advise management and the Board as to whether the
proposal or transaction would be in the best interest of the Corporation and its stockholders, and
to take such other actions as the Board might determine to be appropriate;



     NOW, THEREFORE, to assure the Corporation that it will have the continued dedication of the
Executive and the availability of the Executive’s advice and counsel notwithstanding the
possibility, threat or occurrence of such a proposal or transaction, and to induce the Executive



 









 







to remain in the employ of the Corporation, and for other good and valuable consideration, the
Corporation and the Executive agree as follows:



     In the event a third person, in order to effect a Change of Control (as hereinafter defined),
begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps, or in
the event the Corporation considers taking, or decides to take, steps that are expected to lead to
a Change of Control, the Executive agrees that the Executive will not voluntarily leave the employ
of the Corporation, and will render the services contemplated in the recitals to this Agreement and
the Plan, until the efforts by the third party or the Corporation to effect a Change of Control are
abandoned or until a Change of Control has occurred.




     A. Lump-Sum Cash Payment. In the event of a Qualified Termination of
Employment (as hereinafter defined) the Corporation will pay to the Executive, as
compensation for services rendered to the Corporation a lump-sum cash amount or amounts
(subject to any applicable payroll or other taxes required to be withheld) calculated by
adding the amounts specified in subparagraphs (i) through (viii) below, such payments to be
made within 10 day following the later of the date of Separation from Service or the date of
the Change of Control, except to the extent not yet calculable, in which case such portions
shall be paid as soon as practicable following the ability to calculate the amount.
Notwithstanding the foregoing, except as provided in Paragraphs E and F, all amounts payable
under the terms of this plan shall be payable no later than March 15 of the year following
the later of the date of Separation from Service or the date of the Change of Control.
Notwithstanding anything in this Paragraph A to the contrary, any amounts which are payable
due to amounts the Executive would have been entitled under a deferred compensation plan
required to meet the requirements of Section 409A of the Code and the regulations
promulgated thereunder, such amounts shall be payable at the date it would have been payable
if the Executive were entitled to this amount under the terms of the deferred compensation
plan.




     (i) Salary plus Incentive Compensation. A lump sum amount equal to the
sum of (a) the Executive’s annual base salary at the rate in effect immediately
prior to the Relevant Date or, if higher, immediately before the Qualified
Termination of Employment and (b) the Annual Bonus Amount;




     (ii) Equity Participation Plan — Option Shares. (a) Except with
respect to incentive stock options outstanding at the effective date of the
Executive’s Agreement for which the Option Price is lower than the Fair Market Value
of the



 - 2 - 









 






Stock at such date, all stock options that were granted to the Executive under
any of the Equity Plans, including but not limited to any substitute plans adopted
prior to the Relevant Date (or any successor or additional plan), that were
outstanding both on the Relevant Date and immediately before the Qualified
Termination of Employment, shall vest and become exercisable and the Qualified
Termination of Employment of the Executive shall be deemed a retirement for purposes
of exercising the stock options under the terms of the Equity Plans, and (b)
notwithstanding the foregoing, with respect to Incentive Stock Options that were
outstanding at the effective date of the Executive’s Agreement for which the Option
Price is lower than the Fair Market Value of the Stock at such date, and which were
forfeited upon the Executive’s Separation from Service, a lump sum amount equal to
the excess of (I) the aggregate Fair Market Value on the date of termination of the
shares of common stock of the Corporation or other equity security then subject to
such Incentive Stock Options over (II) the aggregate option price for such shares or
other equity security;




     (iii) Restricted Stock. With respect to restricted shares and/or
restricted share units granted to the Executive under any of the Equity Plans that
were outstanding but not vested on the Relevant Date and which are forfeited as a
result of the Executive’s Separation from Service, a lump sum amount equal to the
Fair Market Value of an equivalent number of shares of common stock of the
Corporation (or such other equity security into which the restricted shares and/or
restricted share units has been converted) on the date of Separation from Service;
in the event the number of restricted shares and/or restricted share units was to be
determined by the attainment of performance goals according to a schedule determined
by the Committee, the number of shares that shall be considered to vest shall be the
greater of the target level established or the number of shares which would have
vested based on the attainment of the Performance Goal as of the end of the prior
year;




     (iv) Successor or Additional Stock Option, Stock Appreciation Right,
Incentive Compensation, and Bonus Plan. A lump sum amount equal to the payment
to which the Executive would have been entitled had all amounts awarded or granted
to the Executive, vested or matured, under any stock appreciation right, incentive
compensation, and bonus plans, which are adopted after



 - 3 - 









 







the effective date of the Executive’s Agreement and in which the Executive
participates immediately prior to the Relevant Date, including but not limited to
any substitute plans adopted prior to the Relevant Date (or any successor or
additional plan), which had not vested or matured as of the date of separation from
service and will not vest or mature as a result of the Executive’s Separation from
Service, such payment to be determined as though such award or grant had vested or
matured on the date of the Executive’s Separation from Service;




     (v) Incentive Investment Plan. A lump sum amount equal to any benefits
under the Kimberly-Clark Corporation Salaried Employees Incentive Investment Plan
(or any successor or additional plan) that the Executive has accrued, but that are
forfeited as a result of his or her Separation from Service, based upon the value of
the Executive’s account as of the most recent valuation date before the date of the
Qualified Termination of Employment;




     (vi) Retirement Contribution Plan. A lump sum amount equal to the
excess of (A) the benefits under the Retirement Contribution Plan to which the
Executive would be entitled if the Executive were fully vested in all of his or her
benefits under the Retirement Contribution Plan at the date of Separation from
Service, over (B) the value of the benefits to which the Executive is actually
entitled at the date of Separation from Service, based upon the value of the
Executive’s account as of the most recent valuation date before the date of the
Qualified Termination of Employment;




     (vii) Medical and Dental Benefits. A lump sum amount equal to (a) the
amount of the monthly premiums that the Executive would be required to pay, if he or
she elected “COBRA” continuation coverage under the medical and dental plans of the
Corporation in which the Executive was participating immediately before the
Qualified Termination of Employment, based upon the premium rates in effect as of
the date of the Qualified Termination of Employment, times (b) 12.




     B. Other Matters.




     (i) Severance Pay Plan Payments. In the event of a Qualified
Termination of Employment, the Executive shall not be entitled to receive any
severance benefits that would otherwise be available to the Executive under the
Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional



 - 4 - 









 







plan), or any other severance program sponsored by the Corporation and/or any
of its Subsidiaries.




     (ii) Participation in Employee Benefit Plans. The Executive’s
participation in savings, retirement, profit sharing, stock option, and/or stock
appreciation rights plans of the Corporation and/or any of its Subsidiaries shall
continue only through the last day of the Executive’s employment. Any terminating
distributions and/or vested rights under such plans shall be governed by the terms
of those respective plans. Furthermore, the Executive’s participation in any
insurance plans of the Corporation and rights to any other fringe benefits shall
except as otherwise specifically provided in such plans or corporate policy,
terminate as of the close of the Executive’s last day of employment, except to the
extent specifically provided to the contrary in this Agreement. Nothing in this
Agreement shall be deemed to entitle the Executive to any rights, or to payments
under this Agreement, with respect to any employee benefit plan which the Executive
was not a participant prior to a Qualified Termination of Employment.




     (iii) Continuing Obligations. The Executive shall retain in confidence
any confidential information known to the Executive concerning the Corporation and
its business so long as such information is not publicly disclosed.




     (iv) No Guarantee of Employment. Nothing in this Agreement shall be
deemed to entitle the Executive to continued employment with the Corporation or any
of its Subsidiaries and the rights of the Corporation and its Subsidiaries to
terminate the employment of the Executive shall continue as fully as if this
Agreement were not in effect; provided that any Qualified Termination of Employment
shall entitle the Executive to the benefits herein provided.




     C. Definition of Change of Control. For the purpose of this Agreement, a
“Change of Control” shall be deemed to have taken place upon the first of the following to
occur after the date of this Agreement: (i) a third person, including a “group” as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the
Corporation having 30% or more of the total number of votes that may be cast for the
election of directors of the Corporation; or (ii) as the result of any cash tender or
exchange offer, merger or other business combination, sale of assets or contested election,
or any combination of the foregoing transactions (a “Transaction”), the persons who




 - 5 - 












 






were directors of the Corporation before the Transaction shall cease to constitute a
majority of the Board of Directors of the Corporation or any successor to the Corporation.




     D. Definition of Subsidiary. For purposes of this Agreement, a “Subsidiary”
shall mean any domestic or foreign corporation at least twenty percent (20%) of whose shares
normally entitled to vote in electing directors is owned directly or indirectly by the
Corporation or by other Subsidiaries, provided, however, that “at least fifty percent (50%)”
shall replace “at least twenty percent (20%)” where there is not a legitimate business
criteria for using such lower percentage.




     E. Certain Reduction of Payments by the Corporation when Payments Do Not Exceed
110% of the Safe Harbor Amount.




     (i) This Paragraph E shall only be applicable if it shall be determined that
the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount.
If the Executive is not entitled to a Gross-Up Payment pursuant to Paragraph F
below, then anything in this Agreement to the contrary notwithstanding, in the event
Deloitte & Touche LLP or such other certified public accounting firm designated by
the Corporation (the “Accounting Firm”) shall determine that receipt of all Payments
would subject the Executive to tax under Section 4999 of the Code, it shall
determine whether some amount of Separation Payments would meet the definition of a
“Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount,
the aggregate Separation Payment shall be reduced to such Reduced Amount. All fees
payable to the Accounting Firm with respect to this Paragraph E shall be paid solely
by the Corporation.




     (ii) If the Accounting Firm determines that aggregate Separation Payments
should be reduced to the Reduced Amount, the Corporation shall promptly give the
Executive notice to that effect and a copy of the detailed calculation thereof,
and the Executive may then elect, in the Executive’s sole discretion, which and
how much of the Separation Payments that are not required to meet the requirements
of Section 409A of the Code and the regulations promulgated thereunder shall be
eliminated or reduced (as long as after such election the Value of the aggregate
Separation Payments equals the Reduced Amount), and shall advise the Corporation
in writing of the Executive’s election within ten days of the Executive’s receipt
of notice. If no such election is made



- 6 -









 







by the Executive within such ten-day period, the Corporation may elect which
of such Separation Payments that are not required to meet the requirements of
Section 409A of the Code and the regulations promulgated thereunder shall
be eliminated or reduced (as long as after such election the Value of the
aggregate Separation Payments equals the Reduced Amount) and shall notify the
Executive promptly of such election. All determinations made by the Accounting
Firm under this paragraph shall be binding upon the Corporation and the Executive,
and shall be made as promptly as practicable following such determination, the
Corporation shall pay to or distribute for the benefit of the Executive such
Separation Payments as are then due to the Executive under this Agreement, and
shall promptly pay to or distribute for the benefit of the Executive in the future
such Separation Payments as become due to the Executive under this Agreement.
Notwithstanding the prior sentence, such determination by the Accounting Firm
shall be made within 60 days, and the payment by the Corporation shall be made
within 90 days, of the later of a Separation from Service of the Executive or the
date of the Change of Control.




     (iii) While it is the intention of the Corporation to reduce the amounts
payable or distributable to the Executive hereunder only if the aggregate Net After
Tax Receipts to the Executive would thereby be increased as a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that amounts
will have been paid or distributed by the Corporation to or for the benefit of the
Executive pursuant to this Agreement which should not have been so paid or
distributed (“Overpayment”), or that additional amounts which will have not been
paid or distributed by the Corporation to or for the benefit of the Executive
pursuant to this Agreement could have been so paid or distributed (“Underpayment”),
in each case, consistent with the calculation of the Reduced Amount hereunder. In
the event that the Accounting Firm determines that an Overpayment has been made,
based upon the assertion of a deficiency by the Internal Revenue Service against the
Corporation or the Executive which the Accounting Firm believes has a high
probability of success, any such benefit of the Executive shall be treated for all
purposes as a loan to the Executive which the Executive shall repay to the
Corporation, together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code; provided, however, that no such loan shall be



- 7 -









 






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




     F. Certain Additional Payments by the Corporation when Payments Exceed 110% of the
Safe Harbor Amount.




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




     (ii) Subject to the provisions of subparagraph (iii) of Paragraph F, all
determinations required to be made under this Paragraph F, including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Pay-



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ment and the assumptions to be utilized in arriving at such determination,
shall be made by the Accounting Firm. The Accounting Firm shall provide detailed
supporting calculations both to the Corporation and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment or
such earlier time as is requested by the Corporation. All fees and expenses of the
Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as
determined pursuant to this Paragraph F, (including any Underpayment under this
subparagraph (ii) and any payment under subparagraph (iii), shall be paid by the
Corporation to or for the benefit of the Executive by the end of the year following
the year in which the Executive remits the related taxes or, in the case of
reimbursed audit or litigation expenses, by the end of the year following the years
the taxes are remitted or, if no taxes are remitted, the end of the year following
the year the audit, settlement, or litigation is finally completed or resolved. Any
determination by the Accounting Firm shall be binding upon the Corporation and the
Executive. As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder, it
is possible that Gross-Up Payments that will not have been made by the Corporation
should have been made (an “Underpayment”), consistent with the calculations required
to be made hereunder. In the event the Corporation exhausts its remedies pursuant
to subparagraph (iii) of Paragraph F and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Corporation to or for the benefit of the Executive on the later of the date
of such determination or after the date payments are due under Paragraph A of this
Agreement.




     (iii) The Executive shall notify the Corporation in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Corporation of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Executive is informed in
writing of such claim. The Executive shall apprise the Corporation of the nature of
such claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following the
date on which the Executive gives such notice to the Corpo-



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ration (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Corporation notifies the Executive in
writing prior to the expiration of such period that the Corporation desires to
contest such claim, the Executive shall:




	 	(1)	 	give the Corporation any
information reasonably requested by the Corporation relating to
such claim,
	 
	 	(2)	 	take such action in connection
with contesting such claim as the Corporation shall reasonably
request in writing from time to time, including, without
limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by the Corporation,
	 
	 	(3)	 	cooperate with the Corporation in
good faith in order effectively to contest such claim, and
	 
	 	(4)	 	permit the Corporation to
participate in any proceedings relating to such claim;






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



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ecutive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with
respect to any imputed income in connection with such payment; and provided,
further, that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Corporation’s control of the contest shall be limited to issues
with respect to which the Gross-Up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.




     (iv) If, after the receipt by the Executive of a Gross-Up Payment or payment by
the Corporation of an amount on the Executive’s behalf pursuant to subparagraph
(iii) of this Paragraph F, the Executive becomes entitled to receive any refund with
respect to the Excise Tax to which such Gross-Up Payment relates or with respect to
such claim, the Executive shall (subject to the Corporation’s complying with the
requirements of subparagraph (iii) of this Paragraph F, if applicable) promptly pay
to the Corporation the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after payment by the
Corporation of an amount on the Executive’s behalf pursuant to subparagraph (iii) of
this Paragraph F, a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Corporation does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then the amount of such payment
shall offset, to the extent thereof, the amount of Gross-Up Payment required to be
paid.




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




     G. Definitions.




     (i) Annual Bonus Amount: The Target-level award payable to the
Executive for the year in which the Relevant Date occurred (or, if
not then estab-



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lished, for the preceding year) or, if higher, for any subsequent year that
begins before the Qualified Termination of Employment, under the Kimberly-Clark
Corporation Executive Officer Achievement Award Program or the Kimberly-Clark
Corporation Management Achievement Award Program, as applicable, or any successor or
additional plan. Notwithstanding anything in this Agreement to the contrary, this
definition may be amended at the discretion of the Committee consistent with any
amendment of the definition of Annual Bonus Amount under the Plan to allow any
amounts payable by the Corporation to comply with the definition of performance
based compensation under section 162(m) of the Code or any successor section
(including the rules and regulations promulgated thereunder).




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




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




               (a) the commission by the Executive of a felony;




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




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




     (iv) Code: The Internal Revenue Code of 1986, as amended.




     (v) Committee: The Management Development and Compensation Committee of
the Board of Directors of the Corporation.




     (vi) Corporation: Kimberly-Clark Corporation and any successor thereto
that assumes this Plan and the Agreements pursuant to Paragraph H.(v) below.




     (vii) Equity Plans: The Kimberly-Clark Corporation 2001 Equity
Participation Plan, the Kimberly-Clark Corporation 1999 Restricted Stock Plan, the
Kimberly-Clark Corporation 1992 Equity Participation Plan, and any successor or
additional plans under which the Executive receives stock options, restricted stock
or other equity-based compensation.



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     (viii) Excise Tax: The excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.




     (ix) Fair Market Value: With respect to any publicly traded equity
security, the reported closing price of such security on the relevant date as
reported on the composite list used by The Wall Street Journal for reporting
stock prices, or, if no such sale shall have been made on that day, on the last
preceding day on which there was such a sale; and with respect to any other
property, the fair market value thereof as determined by the Committee in good
faith.




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




	 	(a)	 	A material diminution in the Executive’s base compensation.
	 
	 	(b)	 	A material diminution in the Executive’s
authority, duties, or responsibilities.
	 
	 	(c)	 	A material diminution in the authority, duties,
or responsibilities of the supervisor to whom the Executive is required
to report, including a requirement that a Executive report to a
corporate officer or employee instead of reporting directly to the
board of directors of the Corporation.
	 
	 	(d)	 	A material diminution in the
budget over which the Executive retains authority.
	 
	 	(e)	 	A material change in the geographic location at
which the Executive must perform the services.
	 
	 	(f)	 	Any other action or inaction that constitutes a
material breach by the Corporation of any agreement under which the
Executive provides services.






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



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     The Executive’s right to terminate the Executive’s employment for Good Reason
shall not be affected by the Executive’s incapacity due to physical or mental
illness. The Executive’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good Reason
hereunder.




     (xi) Net After Tax Receipt: The Value of a Payment, net of all taxes
imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code,
determined by applying the highest marginal rate under Section 1 of the Code which
applied to the Executive’s taxable income for the immediately preceding taxable
year.




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




     (xiii) Qualified Termination of Employment: The separation of the
Executive’s service with the Corporation and/or its Subsidiaries either (i) within
the two (2) year period following a Change of Control of the Corporation (A) by the
Corporation without Cause or (B) by the Executive with Good Reason, or (ii) by the
Corporation without Cause before a Change of Control, if a Change of Control occurs
within one year after such Separation from Service and it is reasonably demonstrated
by the Executive that such Separation from Service was at the request of a third
party that had taken steps reasonably calculated to effect a Change of Control or
otherwise arose in connection with or in anticipation of a Change of Control. A
transfer of employment for administrative purposes among the Corporation and its
Subsidiaries shall not be deemed a Qualified Termination of Employment, but if such
a transfer results in the occurrence of Good Reason, the Executive shall have the
right to terminate employment for Good Reason and such separation shall be a
Qualified Termination of Employment.




     (xiv) Reduced Amount: The greatest aggregate amount of Separation
Payments which (a) is less than the sum of all Separation Payments and (b) results
in aggregate Net After Tax Receipts which are equal to or greater than the



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Net After Tax Receipts which would result if the Executive were paid the sum of
all Separation Payments.




     (xv) Relevant Date: In the case of a Qualified Termination of
Employment as described in clause (ii) of the definition of “Qualified Termination
of Employment,” the date of such Qualified Termination of Employment and, in all
other cases, the date of the Change of Control.




     (xvi) Safe Harbor Amount: The portion of the payment to or for the
benefit of an Executive that does not constitute an “excess parachute payment for
purposes of Section 280G of the Code.




     (xvii)
Separation from Service: Termination of employment with the Corporation
or a Subsidiary. A Separation from Service will be deemed to have occurred if the
Executive’s services with the Corporation or a Subsidiary is reduced to an annual
rate that is 20 percent or less of the services rendered, on average, during the
immediately preceding three years of employment (or if employed less than three
years, such lesser period).




     (xviii) Separation Payment: A Payment paid or payable to the Executive
pursuant to this Plan or an Agreement.




     (xix) Severance Period: The period of one year beginning on the date
of the Qualified Termination of Employment.




     (xx) Value: With respect to a Payment, the economic present value of a
Payment as of the date of the change of control for purposes of Section 280G of the
Code, as determined by the Accounting Firm using the discount rate required by
Section 280G(d)(4) of the Code.




     H. General.




     (i) No Duty to Mitigate. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Plan, and such
amounts shall not be reduced whether or not the Executive obtains other employment.




     (ii) Indemnification. If litigation shall be brought to enforce or
interpret any provision contained herein, the Corporation hereby agrees to indemnify
the



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Executive for the Executive’s reasonable attorney’s fees and disbursements
incurred in such litigation, and hereby agrees to pay prejudgment interest on any
money judgment obtained by the Executive calculated at Citibank’s (or any successor
entity) prime rate of interest in effect from time to time from the date that
payment(s) to the Executive should have been made under this Agreement. The
reimbursement of an attorney’s fees and disbursements incurred in such litigation
will be made on or before the last day of the calendar year following the calendar
year in which the expense was incurred.




     (iii) Payment Obligations Absolute. The Corporation’s obligation to
pay the Executive the compensation and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any circumstances,
including without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Corporation may have against the Executive or anyone else.
All amounts payable by the Corporation hereunder shall be paid without notice or
demand. Except as expressly provided herein, the Corporation waives all rights
which it may now have or may hereafter have conferred upon it, by statute or
otherwise, to terminate, cancel or rescind this Agreement in whole or in part. Each
and every payment made hereunder by the Corporation shall be final and the
Corporation will not seek to recover all or any part of such payment from the
Executive or from whosoever may be entitled thereto, for any reason whatsoever.




     (iv) Unfunded Obligation. The obligation of the Corporation under this
Agreement shall be unfunded. The Corporation shall not be required to segregate any
assets that may at any time be represented by benefits under this Agreement. The
Corporation shall not be deemed to be a trustee of any amounts to be paid under this
Agreement. Any liability of the Corporation to the Executive with respect to any
benefit shall be based solely upon any contractual obligations created hereunder; no
such obligation shall be deemed to be secured by any pledge or any encumbrance on
any property of the Corporation.




     (v) Successors. This Agreement shall be binding upon and inure to the
benefit of the Executive and the Executive’s estate, and the Corporation and any
successor of the Corporation, but neither this Agreement nor any rights arising
hereunder may be assigned or pledged by the Executive. The Corporation



- 16 -









 






shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business and/or
assets to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Corporation would be required to perform it if no
such succession had taken place.




     (vi) Severability. Any provision in this Agreement which is prohibited
or unenforceable in any jurisdiction shall as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.




     (vii) Controlling Law. This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of Delaware.
Where appearing in this Agreement, the masculine shall include the feminine and the
plural shall include the singular, unless the context clearly indicates otherwise.




     (viii) Entire Agreement. The Executive and the Corporation acknowledge
that upon its execution, this Agreement supersedes any and all prior agreements
between the Executive and the Corporation under the Plan as in effect at this time
or at any prior time. From and after the Relevant Date, except as specifically
provided herein, this Agreement shall supersede any other agreement between the
parties with respect to severance pay and benefits. Notwithstanding the foregoing,
any previously executed noncompetition agreement shall continue in effect following
the execution of this Agreement and the Relevant Date.




     (ix) Termination. This Agreement shall terminate on the third
anniversary of the date hereof unless either (1) a Change of Control occurs on or
before such third anniversary or (2) the Committee or the Chief Executive Officer of
the Corporation determines to extend this Agreement for an additional three-year
term or such shorter period as he or she determines to be appropriate.
Notwithstanding the foregoing, if at the time when this Agreement would otherwise
terminate, a third party has taken steps reasonably calculated to effect a Change of
Control or a Change of Control is otherwise under consideration, then this Agreement
shall automatically continue in effect until (A) a Change of
Control oc-



- 17 -









 






curs, in which event this Agreement shall thereafter remain in effect in
accordance with its terms, or (B) the Board makes a good faith determination that in
its opinion, the efforts by the third party or the Corporation to effect a Change of
Control have been abandoned, at which time the Agreement shall terminate unless it
is extended pursuant to clause (2) of the preceding sentence.



     IN WITNESS WHEREOF, the parties have executed this Agreement on the
                     day of
                                        
                    ,
20                    
..



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	Executive	 	 
	 
	 	 	 	 	 	 
	 	 	KIMBERLY-CLARK CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 	 	 
	 

	 	 	 
	 	 






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