exv10w2



 





EXHIBIT 10.2




EMPLOYEE MATTERS AGREEMENT




     This
Employee Matters Agreement, dated as of November 30, 2004, is between
Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and
Neenah Paper, Inc. (“Neenah Paper”), a Delaware corporation.



RECITALS




     A. Kimberly-Clark and Neenah Paper have entered into a Distribution
Agreement dated as of November 30, 2004 (the “Distribution Agreement”) pursuant
to which all of the outstanding shares of Neenah Paper’s common stock will be
distributed on a pro rata basis to the holders of Kimberly-Clark’s common stock
(the “Distribution”).



     B. Pursuant to the Distribution Agreement, Kimberly-Clark will transfer,
or cause its subsidiaries to transfer, to Neenah Paper certain assets and
properties prior to the Distribution in exchange for a cash payment and the
assumption by Neenah Paper of certain liabilities and obligations of
Kimberly-Clark and its subsidiaries.



     C. In connection with the Distribution, Kimberly-Clark and Neenah Paper
desire to enter into this Employee Matters Agreement.



     In consideration of the mutual agreements contained herein and in the
Distribution Agreement, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     As used in this Agreement, the following terms shall have the meanings set
forth below. Capitalized terms used but not defined herein shall have the
meanings set forth in the Distribution Agreement.



     1.01 “Business Employee” means an individual employed at any time on or
prior to the Distribution Date by Kimberly-Clark or any of its subsidiaries or
affiliates who has, as of the Distribution Date, or who, immediately prior to
his or her termination of employment with all of Kimberly-Clark, its
subsidiaries and affiliates, had employment duties primarily related to the
Neenah Business, excluding any individuals with administrative support
functions who are based in one of the Dallas, Knoxville or Neenah
administrative centers.



     1.02 “Canadian Business Employee” means a Business Employee employed in
Canada by Kimberly-Clark, Inc., a Canadian corporation and wholly owned
subsidiary of Kimberly-Clark.



     1.03 “Cessation Time” has the meaning set forth in Section 3.01.



     1.04 “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of
1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at section
4980B of the Code.



 









 





     1.05 “Code” means the U.S. Internal Revenue Code of 1986, as amended.



     1.06 “Domestic Business Employee” means a Business Employee who is not a
Canadian Business Employee.



     1.07 “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended, 29 U.S.C. §1001, et. seq.



     1.08 “IRS” means the U.S. Internal Revenue Service.



     1.09 “Non-ERISA Benefit Arrangement” means each contract, agreement,
policy, practice, program, plan, trust or arrangement, other than a Pension
Plan or Welfare Plan, providing for benefits, perquisites or compensation of
any nature to any Business Employee, or to any family member, dependent or
beneficiary of any such Business Employee, including, without limitation,
disability, severance, health, dental, life, accidental death and
dismemberment, travel and accident, tuition reimbursement, supplemental
unemployment, vacation, sick, personal or bereavement days, holidays,
retirement, deferred compensation, profit sharing, bonus, stock-based
compensation or other forms of incentive compensation.



     1.10 “Pension Plan” means any pension plan as defined in section 3(2) of
ERISA, without regard to sections 4(b)(4) or 4(b)(5) of ERISA.



     1.11 “Transferred Employee” means a Business Employee described in Section
2.01(a) or 2.01(b) who is employed by Neenah Paper.



     1.12 “Welfare Plan” means any employee welfare plan as defined in section
3(1) of ERISA, without regard to sections 4(b)(4) or 4(b)(5) of ERISA.



ARTICLE II

TRANSFERRED EMPLOYEE MATTERS




     2.01 Employment.



          (a) Union Employees. On or before the Distribution Date, Neenah Paper
shall employ or continue to employ each Business Employee who, as of the day
immediately prior thereto, (i) is employed by Kimberly-Clark or any of its
affiliates or subsidiaries, including any such employee who is then an inactive
employee on approved medical, non-medical or short-term disability, long-term
disability or weekly indemnity leave of absence or absent from active
employment due to occupational illness or injury covered by workers’
compensation, and (ii) is represented by a union certified as the bargaining
agent of such Business Employee. Such employment shall be subject to the terms
and conditions negotiated in the collective bargaining agreement or collective
agreement between such union and Kimberly-Clark or any of its affiliates or
subsidiaries.



          (b) Non-Union Employees. On or before the Distribution Date, Neenah Paper
shall employ or continue to employ each Domestic Business Employee and offer to
employ each Canadian Business Employee who, as of the day immediately prior
thereto (i) is employed by Kimberly-Clark or any of its affiliates or
subsidiaries, including any such employee who is then an inactive employee on
approved medical, non-medical or short-term disability,



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long-term disability or weekly indemnity leave of absence or absent from
active employment due to occupational illness or injury covered by workers’
compensation, and (ii) is not represented by a union certified as the
bargaining agent of such Business Employee, on terms and conditions
substantially similar to the terms and conditions of such Business Employee’s
employment with Kimberly-Clark or any of its affiliates or subsidiaries. The
terms and conditions of employment with Neenah Paper (x) shall be communicated
to each such Business Employee prior to the Distribution Date in a form
mutually satisfactory to Neenah Paper and Kimberly-Clark, (y) shall include
credit, for all purposes, for all years of service credited by Kimberly-Clark
and its subsidiaries and affiliates, and (z) may include a requirement to
execute a confidentiality and non-compete agreement between such Business
Employee and Neenah Paper.




     2.02 Severance. It is not intended that any Transferred Employee will be
eligible for termination or severance payments or benefits from Kimberly-Clark
or its subsidiaries or affiliates as a result of the transfer or change of
employment from Kimberly-Clark to Neenah Paper or their respective subsidiaries
or affiliates. Notwithstanding the preceding sentence, in the event that any
such termination or severance payments or benefits become payable on account of
such transfer, change or the refusal of a Business Employee to accept
employment with Neenah Paper, Neenah Paper shall indemnify Kimberly-Clark, or
its subsidiaries or affiliates, for the amount of such termination or severance
payments or benefits. Neenah Paper shall be liable, and indemnify
Kimberly-Clark, or its subsidiaries or affiliates, for any termination or
severance obligations owed to Business Employees on or after the Distribution
Date, including obligations to Business Employees whose employment ceased prior
to the Distribution Date.



     2.03 Employment Solicitation. For a period of three (3) years following
the Distribution Date, neither Kimberly-Clark nor Neenah Paper may, and will
not permit any of their respective subsidiaries, affiliates or agents to,
solicit or recruit for employment any then current exempt salaried, managerial
or supervisory employees of the other company or its subsidiaries or
affiliates, without the prior written consent of the other company. Nothing in
this Section 2.03 shall be construed so as to (i) prohibit the hiring by either
company or its subsidiaries or affiliates of any exempt salaried, managerial or
supervisory employee of the other company who in good faith is believed to be
actively seeking employment on his/her own initiative without prior contact
initiated by any employee or agent of the company where employment is sought,
or (ii) prohibit the hiring of any person who applied for employment with
either company in response to any public advertising medium.



     2.04 Personnel Records. Subject to applicable law, all information and
records regarding employment and personnel matters of Transferred Employees
will be Transferred Assets and shall be retained after the Distribution Date by
Neenah Paper in accordance with all laws relating to the collection, storage,
retention and disclosure of such records. Access to such records after the
Distribution Date will be provided to Kimberly-Clark in accordance with Article
2 and Section 12.1 of the Distribution Agreement. Notwithstanding the
foregoing, Kimberly-Clark shall retain reasonable access to those records
necessary to Kimberly-Clark’s continued administration of any plans or programs
on behalf of Transferred Employees after the Distribution Date for so long as
said administration continues pursuant to this Agreement. Kimberly-Clark shall
also retain copies of all confidentiality and non-compete agreements with any
Business Employee in which Kimberly-Clark has an interest. Personnel files for
Business Employees who are not Transferred Employees shall be retained by
Kimberly-Clark with



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provision for access by Neenah Paper in accordance with Article 2 and
Section 12.1 of the Distribution Agreement.




ARTICLE III

WELFARE PLANS




     3.01 Cessation of Participation in Kimberly-Clark Welfare Plans. Except
as otherwise provided in this Agreement or as required by the terms of any
Kimberly-Clark Welfare Plan or by COBRA or any comparable state or provincial
law, participation in the Kimberly-Clark Welfare Plans by all Transferred
Employees and all Canadian Business Employees who are not Transferred Employees
will cease as of 11:59 p.m. on the Distribution Date (the “Cessation Time”).



     3.02 Neenah Paper’s Welfare Plans. Effective as of the Cessation Time,
Neenah Paper shall have in place for the benefit of Transferred Employees and
Canadian Business Employees who are not Transferred Employees and their
respective eligible dependents, health (including medical, vision and dental),
post-retirement health, life, post-retirement life, accidental death and
dismemberment, disability and other Welfare Plans substantially similar to the
Welfare Plans maintained by Kimberly-Clark or any of its subsidiaries or
affiliates in which such individuals participate. Transferred Employees and,
as applicable, Canadian Business Employees who are not Transferred Employees
shall be eligible to participate in the Neenah Paper Welfare Plans immediately
following the Cessation Time on the same basis on which they were eligible to
participate in the Kimberly-Clark Welfare Plans immediately prior to the
Cessation Time.



     3.03 Welfare Plan Liabilities.



          (a) Neenah Paper Liabilities. Except as provided in this Agreement, as of
the Cessation Time, Neenah Paper shall assume, and be solely responsible for
(i) all Welfare Plan liabilities incurred by any Transferred Employee after the
Cessation Time and (ii) all post-retirement medical, dental and life plan or
program liabilities incurred by any Canadian Business Employee who is
participating in a Kimberly-Clark-sponsored continuation plan as of the
Cessation Time; provided, that any benefits for claims incurred prior to the
Cessation Time pursuant to the terms of a fully insured plan maintained by
Kimberly-Clark shall be paid pursuant to such plan.



          (b) Kimberly-Clark Liabilities. Kimberly-Clark shall continue to be
responsible after the Cessation Time for employer liabilities under its Welfare
Plans with respect to the following:




          (1) Terminated Domestic Employees. Any Domestic Business Employee
whose employment terminated prior to the Cessation Time for any reason
and who elected or is eligible to elect, pursuant to a
Kimberly-Clark-sponsored continuation plan or rights under COBRA or any
comparable state law, to continue participation in any Welfare Plan in
which he/she was enrolled on the applicable date of termination.




          (2) Dependents. Any dependent of a Domestic Business Employee whose
employment terminated prior to the Cessation Time who elected, or is
eligible to elect pursuant to rights under COBRA or any comparable state
law continuation coverage under Kimberly-Clark’s Welfare Plans as of the
Cessation Time.



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          (3) Retirees. Any Domestic Business Employee whose employment
terminated prior to the Cessation Time due to retirement and who elected
or is eligible to elect, pursuant to a Kimberly-Clark-sponsored
continuation plan or rights under COBRA, or any comparable state law, to
continue participation in any Welfare Plan.




          (4) Disabled Persons. Any Domestic Business Employee who is not on
Kimberly-Clark’s payroll and is receiving long-term disability benefits
as of the Cessation Time who is eligible to elect, pursuant to a
Kimberly-Clark-sponsored continuation plan or rights under COBRA, or any
comparable state law, to continue participation in any Welfare Plan.




          (5) Pre-Distribution Claims. Except as provided in Sections 2.02,
3.04 and 3.08, all claims for welfare benefits incurred by Transferred
Employees prior to the Cessation Time, whether such claims have been paid
or remain unpaid as of such date. Claims for health benefits shall be
considered to be incurred prior to the Cessation Time if the services
related to such claims were provided prior to the Cessation Time. Claims
for all other welfare benefits shall be considered to be incurred prior
to the Cessation Time if the date of loss occurred prior to the Cessation
Time.



     3.04 Flexible Spending Accounts. Effective as of the Cessation Time,
Neenah Paper shall have in place a flexible spending account plan in which
Transferred Employees shall maintain their existing eligibility and
participation status under the flexible spending account plan maintained by
Kimberly-Clark. Salary reduction elections made by Transferred Employees under
the Kimberly-Clark flexible spending account plan shall continue to apply with
respect to the Neenah Paper flexible spending account plan at least through the
end of the 2004 calendar year. As of the Cessation Time, Neenah Paper shall
credit or debit (as applicable) the account of each Transferred Employee under
the Neenah Paper flexible spending account plan with an amount equal to the
positive or negative balance of such Transferred Employee’s flexible spending
accounts under the Kimberly-Clark flexible spending account plan immediately
prior to the Cessation Time. Kimberly-Clark shall pay, or cause to have paid,
to Neenah Paper any net positive balance of the amounts credited to the
flexible spending accounts of Transferred Employees as of the Cessation Time,
and Neenah Paper shall pay, or cause to have paid, to Kimberly-Clark any net
negative balance of the amounts credited to such accounts. Any such payments
shall be made as soon as administratively practicable after the Cessation Time.
Neenah Paper shall assume and be solely responsible for (i) all claims which
have been submitted by Transferred Employees under the Kimberly-Clark flexible
spending account plan but not yet paid as of the Cessation Time, and (ii) all
claims submitted under the Neenah Paper flexible spending account plan after
the Cessation Time. Kimberly-Clark shall provide Neenah Paper with copies of
any records available to Kimberly-Clark to document the claims described in
clause (i) above.



     3.05 Kimberly-Clark Assets. Except as provided in Section 3.04 above,
Kimberly-Clark shall retain all claim reserves, bank accounts, trust funds or
other balances maintained by or on behalf of Kimberly-Clark’s Welfare Plans.



     3.06 Past Service Credit. Neenah Paper shall credit Transferred Employees
and, as applicable, Canadian Business Employees who are not Transferred
Employees with all years of service credited to such individuals by
Kimberly-Clark and its subsidiaries and affiliates for all



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purposes relating to Neenah Paper’s Welfare Plans. Kimberly-Clark shall
provide Neenah Paper with copies of any records available to Kimberly-Clark to
document such service.




     3.07 Past Credit for Amounts Paid. Neenah Paper shall credit Transferred
Employees and, as applicable, Canadian Business Employees who are not
Transferred Employees with any amounts paid under the Kimberly-Clark Welfare
Plans toward satisfaction of applicable deductible amounts and copayments,
coinsurance and out-of-pocket maximums under the corresponding Welfare Plans
maintained by Neenah Paper to the extent such payments would have been taken
into account under the Kimberly-Clark Welfare Plans. Kimberly-Clark shall
provide Neenah Paper with copies of any records available to Kimberly-Clark to
document such payments.



     3.08 Disability.



          (a) Weekly Indemnity/Short-Term Disability Benefits. Neenah Paper shall
be responsible for all claims for weekly indemnity and short-term disability
benefits payable to Business Employees on or after the Distribution Date.
Kimberly-Clark shall continue to be responsible after the Distribution Date for
all claims for weekly indemnity and short-term disability benefits incurred by
a Business Employee prior to the Distribution Date which are payable under an
insured weekly indemnity or short-term disability plan.



          (b) Long-Term Disability Benefits. Kimberly-Clark shall continue to be
responsible after the Cessation Time for all claims for long-term disability
incurred prior to the Cessation Time by any Business Employee who is absent
from active employment due to a total disability, as defined in the
Kimberly-Clark disability plan, on or prior to the Cessation Time to the extent
that such long-term disability benefits are provided under an insured Welfare
Plan. Kimberly-Clark shall also remain responsible for long-term disability
benefits for any Transferred Employee who is receiving weekly indemnity or
short-term disability benefits as of the Cessation Time and who becomes
eligible for long-term disability benefits thereafter, provided that the total
disability relates to the same condition for which weekly indemnity or
short-term disability benefits were paid and, provided further, that such
long-term disability benefits are payable under an insured Welfare Plan.
Neenah Paper shall assume and be solely responsible for all other claims for
long-term disability payable after the Cessation Time with respect to any
Business Employee.



ARTICLE IV

COMPENSATION MATTERS

AND NON-ERISA BENEFIT ARRANGEMENTS




     4.01 Cessation of Participation in Kimberly-Clark Non-ERISA Benefit
Arrangements. Except as otherwise provided in this Agreement or as required by
the terms of any Kimberly-Clark Non-ERISA Benefit Arrangement, or by provincial
law, participation in Kimberly-Clark Non-ERISA Benefit Arrangements will cease
for all Transferred Employees and all Canadian Business Employees who are not
Transferred Employees as of the Cessation Time.



     4.02 Assumption of Certain Employee Related Obligations. Effective as of
the Cessation Time, Neenah Paper shall assume, and none of Kimberly-Clark or
any of its subsidiaries or affiliates shall have any further liability for, the
following agreements, obligations



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and liabilities; provided, however, that if any such agreement, obligation
or liability cannot be assumed by Neenah Paper for a reason beyond the control
of the parties hereto, including the refusal of a third party to agree to such
an assumption, then Neenah Paper shall indemnify Kimberly-Clark or its
subsidiaries and affiliates and hold them harmless with respect to such
agreement, obligation or liability, as though it had been assumed by Neenah
Paper.




          (a) Agreements entered into between Kimberly-Clark, its subsidiaries or
affiliates and Transferred Employees.



          (b) Agreements entered into between Kimberly-Clark, its subsidiaries or
affiliates and independent contractors providing services to the Neenah
Business, including independent contractors working at the Effluent Treatment
Plant in Pictou.



          (c) All confidentiality and non-compete agreements between Kimberly-Clark,
its subsidiaries or affiliates and Transferred Employees.



          (d) All collective bargaining agreements and collective agreements entered
into between Kimberly-Clark, its subsidiaries or affiliates and any union
representing a Business Employee.



          (e) All wages, salary, incentive compensation, commissions and bonuses
payable to Business Employees after the Cessation Time except that
Kimberly-Clark shall retain liability for amounts payable to Business Employees
under the Kimberly-Clark Management Achievement Award Program for the portion
of the 2004 calendar year occurring prior to the Cessation Time.



          (f) Any severance payments owed, but not yet paid, to any Business
Employee whose employment terminated prior to the Cessation Time.



          (g) All commitments under the Kimberly-Clark Global Assignment Program
with respect to Business Employees, except those maintained for the benefit of
Sean Erwin, Bill O’Conner and Dennis Runsten.



          (h) All moving expenses incurred by Transferred Employees in connection
with the Distribution except those listed on Schedule 4.02(h) hereto.



          (i) All immigration-related rights, obligations and liabilities related to
Transferred Employees, including but not limited to, all obligations,
liabilities and undertakings of any labor condition applications filed on
behalf of H-1B employees.



          (j) All liabilities and obligations whatsoever of the Neenah Business with
respect to claims made by or with respect to Business Employees or any other
persons who at any time prior to the Distribution Date had employment duties
primarily related to the Neenah Paper Business relating to Non-ERISA Benefit
Arrangements with respect to the Neenah Business and not otherwise retained or
assumed by Kimberly-Clark pursuant to this Agreement, including such
liabilities relating to actions or omissions of or by Neenah Paper or any
officer, director, employee or agent thereof prior to the Distribution Date.



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     4.03 Equity Compensation Plans.



          (a) Unexercisable Options. As of the Cessation Time, each outstanding
option to purchase Kimberly-Clark common stock, other than an option granted
under the Kimberly-Clark Corporation Global Stock Option Plan, that is held by
a Transferred Employee (an “Option”) shall, to the extent such Option is not
exercisable as of the Cessation Time, be cancelled and replaced with a
substitute option to purchase shares of Neenah Paper common stock, granted by
Neenah Paper in accordance with FASB Interpretation No. 44 of APB Opinion No.
25, Accounting for Stock Issued to Employees. Employment or service credited
by Kimberly-Clark and its subsidiaries and affiliates and Neenah Paper shall be
taken into account in determining when such substitute options become
exercisable, and when they terminate. Except as otherwise provided herein,
each substitute option shall be exercisable upon the same terms and conditions
as were applicable under the related Option immediately prior to the Cessation
Time.



          (b) Exercisable Options. Prior to the Distribution Date, each Transferred
Employee who holds an Option that is, or is scheduled to be, exercisable as of
the Cessation Time shall be permitted to elect to convert such Option into a
substitute option to purchase Neenah Paper common stock, in the manner set
forth in Section 4.03(a). Such elections shall be made at such time and
pursuant to such procedures as shall be mutually satisfactory to Kimberly-Clark
and Neenah Paper. Any such Option that is not so converted shall remain
exercisable following the Distribution Date, pursuant to its terms, only for
the period during which such Option remains exercisable following the holder’s
termination of employment with Kimberly-Clark, its subsidiaries or affiliates.



          (c) Restricted Stock. In connection with the Distribution, each
outstanding restricted stock award held by a Transferred Employee shall become
vested on a prorated basis based on the number of such Transferred Employee’s
full years of employment with Kimberly-Clark, its subsidiaries and affiliates
during the applicable restriction period in accordance with the terms of the
applicable Kimberly-Clark equity compensation plan and award agreement. With
respect to any partial year of employment completed during the applicable
restriction period by such a holder of an outstanding restricted stock award
prior to the Distribution, Kimberly-Clark shall pay to the holder of such
outstanding restricted stock award a cash payment equal to the prorated value
of the additional shares of restricted stock that would have become vested upon
the completion of such year, but for the Distribution, based on the number of
full months of employment with Kimberly-Clark, its subsidiaries or affiliates
during such year which are completed prior to the Distribution.



          (d) Other Equity Awards. Except as provided in Sections 4.03(a), (b) and
(c), all outstanding equity compensation awards held by Business Employees
under the Kimberly-Clark equity compensation plans shall be subject to the
terms of such plans and applicable award agreements.



     4.04 Workers’ Compensation.



          (a) U.S. Employees. Except as provided herein, Neenah Paper shall be
solely responsible for all claims for workers’ compensation reported by a
Transferred Employee employed in the U.S. on or after the Distribution Date.
Kimberly-Clark shall continue to be



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responsible after the Distribution Date for administering all claims for
workers’ compensation reported by a Domestic Business Employee prior to the
Distribution Date under the terms of any Kimberly-Clark workers’ compensation
policy or plan; however, Neenah Paper shall reimburse, and shall indemnify
Kimberly-Clark, or its subsidiaries or affiliates, for any amounts payable
under such claims. In accordance with Section 6.05, Kimberly-Clark shall
transfer, or cause to have transferred, to Neenah Paper the amount of any
reserves related to such claims which have been set aside by Kimberly-Clark,
its subsidiaries or affiliates prior to the Distribution Date.




          (b) Canadian Employees. Neenah Paper shall be solely responsible, and
shall indemnify Kimberly-Clark, or its subsidiaries or affiliates, for all
claims for workers’ compensation reported by a Canadian Business Employee
before, on or after the Distribution Date. Any experience refunds which relate
to such claims shall be paid to Neenah Paper, or if received by Kimberly-Clark
or its subsidiaries or affiliates, paid by Kimberly-Clark or its subsidiaries
or affiliates to Neenah Paper. Neenah Paper shall be solely responsible for,
and shall indemnify Kimberly-Clark, or its subsidiaries or affiliates, for any
experience surcharges which relate to such claims.



     4.05 Accrued Vacation Days Off. Neenah Paper shall recognize and assume
all liability for all vacation, holiday, flex days and personal days off,
including banked vacation, accrued by Transferred Employees as of the Cessation
Time and Neenah Paper shall credit each Transferred Employee with such days off
accrual.



     4.06 Leaves of Absence. Neenah Paper shall establish leave of absence
policies which are substantially similar to the leave of absence policies
maintained by Kimberly-Clark and will continue to apply such policies to
inactive Transferred Employees who are on an approved leave of absence as of
the Distribution Date. Transferred Employees shall be eligible for leaves of
absence after the Distribution Date to the same extent they would have been had
they remained employed by Kimberly-Clark, its subsidiaries or affiliates.
Leaves of absence taken by Transferred Employees prior to the Distribution Date
shall be deemed to have been taken as employees of Neenah Paper.



     4.07 Past Service Credit. Neenah Paper shall credit Transferred Employees
with all years of service credited to such Transferred Employees by
Kimberly-Clark and its subsidiaries and affiliates for all purposes relating to
Neenah Paper’s Non-ERISA Benefit Arrangements. Kimberly-Clark shall provide
Neenah Paper with copies of any records available to Kimberly-Clark to document
such service.



     4.08 Kimberly-Clark Assets. Kimberly-Clark shall retain all reserves,
bank accounts, trust funds or other balances maintained with respect to
Kimberly-Clark’s Non-ERISA Benefit Arrangements.



ARTICLE V

PENSION PLANS




     5.01 Canadian Plans.



          (a) Registered Pension Plans. Effective as of the Distribution Date,
Kimberly-Clark shall cause to have assigned and transferred to Neenah Paper all
of the rights, duties, obligations and liabilities of Kimberly-Clark, Inc.
under, and in relation to each of (i) the



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Pension Plan for Hourly-Paid Employees of Kimberly-Clark, Inc. at Nova
Scotia, (ii) the Pension Plan for Salaried Employees of Kimberly-Clark, Inc. at
Nova Scotia, and (iii) the Kimberly-Clark Forest Products (Ontario) Retirement
Plan as administrator, sponsor and employer in respect of such plans and Neenah
Paper shall accept such assignment and transfer and shall assume all rights,
duties, obligations and liabilities of Kimberly-Clark, Inc., as the successor
administrator, sponsor and employer in respect of such plans.




          (b) Savings Plan. Effective as of the Distribution Date, Neenah Paper
shall establish a savings plan that is substantially similar to the
Kimberly-Clark, Inc. Employee Savings Plan (the “KCI Savings Plan”) for all
Canadian Business Employees (the “Neenah Paper Canadian Savings Plan”).
Canadian Business Employees will be offered the opportunity to transfer the
account balance of their select investments and self-directed investments in
the RRSP component of the KCI Savings Plan to the Neenah Paper Canadian Savings
Plan and with respect to any spousal or common-law partner RRSP accounts, their
spouses or common-law partners shall be offered the same opportunity. Canadian
Business Employees shall be permitted to continue the account balances of their
select investments in the non-registered component of the KCI Savings Plan for
a period of 120 days after the Distribution Date.



     5.02 U.S. Defined Contribution Plans.



          (a) Employees’ Incentive Investment Plan.




          (1) Establishment of Neenah Paper 401(k) Plan. Effective as of the
Distribution Date, Neenah Paper shall adopt, establish and maintain a
Pension Plan and trust qualified under section 401(a) and section 501(a)
of the Code (the “Neenah Paper 401(k) Plan”) that is substantially
similar to the Kimberly-Clark Corporation Employees’ Incentive Investment
Plan and trust (the “IIP”). Neenah Paper shall assume and thereafter be
solely responsible for all then existing or future employer liabilities
related to Transferred Employees under either the IIP or the Neenah Paper
401(k) Plan and the administration thereof. As soon as practicable after
the adoption of the Neenah Paper 401(k) Plan, Neenah Paper shall submit
an application to the IRS for a determination regarding the qualification
of the Neenah Paper 401(k) Plan and shall take any actions not
inconsistent with Neenah Paper’s other general commitments contained in
this Agreement and make any amendments necessary to receive a favorable
determination letter.




          (2) Transfer of Account Balances. As soon as administratively
practicable after the Distribution Date, there shall be transferred to
the Neenah Paper 401(k) Plan assets having a value as of the applicable
valuation date that are equal to the value of the account balances of,
and liabilities with respect to, all Transferred Employees with an
account balance under the IIP as of such valuation date, as determined by
Kimberly-Clark. Such transferred assets shall be in cash and
Kimberly-Clark stock (except for any promissory notes evidencing
outstanding loan balances of Transferred Employees), and shall be in
accordance with section 414(l) of the Code. Liabilities under any
qualified domestic relations orders (as defined in section 414(p) of the
Code) received with respect to any assets transferred to the Neenah Paper
401(k) Plan shall be transferred to Neenah Paper at the time such assets
are transferred.



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          (b) Retirement Contribution Plan.




          (1) Establishment of Neenah Paper Retirement Contribution Plan.
Effective as of the Distribution Date, Neenah Paper shall adopt,
establish and maintain a Pension Plan and trust qualified under section
401(a) and section 501(a) of the Code (the “Neenah Paper RCP”) that is
substantially similar to the Kimberly-Clark Corporation Retirement
Contribution Plan and trust (the “RCP”). Neenah Paper shall assume and
thereafter be solely responsible for all then existing or future employer
liabilities related to Transferred Employees under either the RCP or the
Neenah Paper RCP and the administration thereof. As soon as practicable
after the adoption of the Neenah Paper RCP, Neenah Paper shall submit an
application to the IRS for a determination regarding the qualification of
the Neenah Paper RCP and shall take any actions not inconsistent with
Neenah Paper’s other general commitments contained in this Agreement and
make any amendments necessary to receive a favorable determination
letter.




          (2) Transfer of Account Balances. As soon as administratively
practicable after the Distribution Date, there shall be transferred to
the Neenah Paper RCP assets having a value as of the applicable valuation
date that are equal to the value of the account balances of, and
liabilities with respect to, all Transferred Employees with an account
balance under the RCP as of such valuation date, as determined by
Kimberly-Clark. Such transferred assets shall be in cash and
Kimberly-Clark stock, and shall be in accordance with section 414(l) of
the Code. Liabilities under any qualified domestic relations orders (as
defined in section 414(p) of the Code) received with respect to any
assets transferred to the Neenah Paper RCP shall be transferred to Neenah
Paper at the time such assets are transferred.



     5.03 U.S. Pension Plan.



          (a) Adoption of Neenah Paper Pension Plan. Effective as of the
Distribution Date, Neenah Paper shall adopt, establish and maintain a Pension
Plan and trust qualified under section 401(a) and section 501(a) of the Code
(the “Neenah Paper Pension Plan”) that is substantially similar to the
Kimberly-Clark Corporation Pension Plan and trust (the “Kimberly-Clark Pension
Plan”).



          (b) Determination Letter. As soon as practicable after the adoption of
the Neenah Paper Pension Plan, Neenah Paper shall submit an application to the
IRS for a determination regarding the qualification of the Neenah Paper Pension
Plan and shall take any actions not inconsistent with Neenah Paper’s other
general commitments contained in this Agreement and make any amendments
necessary to receive a favorable determination letter.



          (c) Transfer of Assets and Liabilities.




          (1) Within thirty (30) days after the Distribution Date, the actuary
engaged by the Kimberly-Clark Pension Plan shall determine the present
value of accumulated benefits, as of the Distribution Date, for
Transferred Employees with an accrued benefit under the Kimberly-Clark
Pension Plan in accordance with section 414(l) of the Code and the de
minimis rule set forth in Treasury Regulations section 1.414(l)-1(n)(2)
based on an alternative set of reasonable termination basis actuarial
assumptions



11









 






as determined by such actuary (the “Transfer Amount”). In
determining the Transfer Amount, the actuary engaged by the
Kimberly-Clark Pension Plan shall use a methodology substantially as set forth in the letter from Mr. L.
Robert Frazier of Kimberly-Clark to Mr. Andreas Wilkinson of the Pension
Benefit Guaranty Corporation (the “PBGC”) dated July 15, 2004, subject to
any modifications discussed and agreed to by and between Kimberly-Clark
and the PBGC.




          (2) Within fifteen (15) days after the later to occur of (i) the
date the actuary engaged by the Kimberly-Clark Pension Plan determines
the Transfer Amount, or (ii) the expiration of the thirty (30) day
waiting period prescribed by section 6058(b) of the Code (which Neenah
Paper and Kimberly-Clark shall take all action to commence promptly),
Kimberly-Clark shall direct the trustee of the Kimberly-Clark Pension
Plan to deliver the Transfer Amount in immediately available funds to the
trustee of the Neenah Paper Pension Plan.




          (3) From the Distribution Date to the actual date of delivery of the
Transfer Amount (the “Transfer Date”), the trustee of the Kimberly-Clark
Pension Plan shall hold the Transfer Amount under the Neenah Paper
Pension Plan and the Transfer Amount shall be credited with earnings,
from the Distribution Date to the Transfer Date, at a rate equal to the
rate of return on four-week Treasury Bills for the weekly period that
includes the Distribution Date.




          (4) The Transfer Amount shall be reduced (A) as necessary to reflect
benefit payments made (if any) from the Kimberly-Clark Pension Plan on
behalf of any Transferred Employees who retire after the Distribution
Date and whose benefits commence under the Neenah Paper Pension Plan
prior to the Transfer Date, (B) by any administrative expenses paid from
the trust maintained under the Kimberly-Clark Pension Plan prior to the
Transfer Date in preparation for the administration of the Neenah Paper
Pension Plan and the transfer of the Transfer Amount thereto, and (C) by
the pro-rata portion of monthly investment expenses incurred by the
Kimberly-Clark Pension Plan attributable to the Transfer Amount for the
period beginning on the Distribution Date and ending on the Transfer
Date. The expenses described in clause (C) shall equal .025% of the
Transfer Amount per calendar month (partial calendar months shall be
prorated based on the number of days in such month).




          (5) As of the Cessation Time, the Neenah Paper Pension Plan shall
assume all liabilities with respect to Transferred Employees under the
Kimberly-Clark Pension Plan. Neither Kimberly-Clark, its subsidiaries or
affiliates nor the Kimberly-Clark Pension Plan shall retain any such
liabilities.




          (6) In connection with the transfer of assets and liabilities from
the Kimberly-Clark Pension Plan to the Neenah Paper Pension Plan:




      (i) Kimberly-Clark and Neenah Paper each warrant to the other
that they will comply with the requirements of ERISA, the Code and
Rev. Rul. 86-48 and that the accrued benefits for each participant
under the Neenah Paper Pension Plan immediately after the effective
date of such transfer of assets shall not be less than such
participant’s accrued benefits under the Kimberly-Clark Pension
Plan



12









 






immediately prior to the effective date of such transfer,
based on reasonable actuarial assumptions determined by the actuary engaged by the
Kimberly-Clark Pension Plan in good faith;




      (ii) Neenah Paper and Kimberly-Clark shall, in connection with
such transfer, cooperate in making all appropriate filings required
under the Code or ERISA, and the regulations thereunder; and




      (iii) Liabilities under any qualified domestic relations
orders (as defined in section 414(p) of the Code) received with
respect to any assets transferred to the Neenah Paper Pension Plan
shall be transferred to Neenah Paper at the time such assets are
transferred.



     5.04 Past Service Credit. With respect to all Business Employees, Neenah
Paper shall recognize all service, plan participation and membership recognized
under the KCI Savings Plan, the IIP, the RCP and the Kimberly-Clark Pension
Plan for purposes of determining benefit eligibility, participation, vesting,
and calculation of benefits under Neenah Paper’s retirement plans and programs
including the Neenah Paper Canadian Savings Plan, the Neenah Paper 401(k) Plan,
the Neenah Paper RCP, the Neenah Paper Pension Plan, and non-pension fringe
benefit plans. Kimberly-Clark will provide to Neenah Paper copies of any
records available to Kimberly-Clark to document such service, plan
participation and membership and cooperate with Neenah Paper to resolve any
discrepancies or obtain any missing data for purposes of determining benefit
eligibility, participation, vesting and calculation of benefits with respect to
such Business Employees.



     5.05 Other Retirement Benefit Plans.



          (a) Domestic Employees. Effective as of the Distribution Date, Neenah
Paper shall adopt, establish and maintain new supplemental executive retirement
plans that are substantially similar to the Kimberly-Clark supplemental
executive retirement plans in which Transferred Employees employed in the U.S.
participate. Neenah Paper shall assume and be solely responsible for any
liabilities arising from or in connection with the Transferred Employees
employed in the U.S. under such plan.



          (b) Canadian Employees. Effective as of the Distribution Date, Neenah
Paper shall establish supplemental employee retirement plans or other pension
plans which are not registered that are substantially similar to the
Kimberly-Clark supplemental employee retirement plans in which Canadian
Business Employees participate, including but not limited to any monthly
retirement income arrangements payable pursuant to the settlement of union
grievances and any special retirement packages applicable to Canadian Business
Employees employed at the Terrace Bay or Longlac facilities of the Neenah
Business. Neenah Paper shall assume and be solely responsible for any
liabilities arising from or in connection with all such Canadian Business
Employees under such plans.



     5.06 Further Cooperation. The parties shall provide each other such
records and information as may be necessary or appropriate to carry out their
obligations under this Article V or for the purposes of administering the
Neenah Paper plans described herein, and they will



13









 




cooperate in the filing of
documents required by the transfer of assets and liabilities described herein.




ARTICLE VI

GENERAL PROVISIONS




     6.01 Miscellaneous. All “Miscellaneous Matters” contained in Article 13
of the Distribution Agreement are fully applicable hereto and are incorporated
herein by reference.



     6.02 Preservation of Rights to Amend. The rights of Kimberly-Clark or
Neenah Paper to amend or terminate any plan referred to herein shall not be
limited in any way by this Employee Matters Agreement.



     6.03 Applicability to Neenah Paper Subsidiaries. The obligations of
Neenah Paper in this Agreement shall also be applicable to any subsidiary or
affiliate of Neenah Paper, and Neenah Paper shall cause its subsidiaries or
affiliates to comply with such obligations.



     6.04 Administrative Complaints/Litigation. As of and after the
Distribution Date, Neenah Paper shall assume, and be solely liable for, the
handling, administration, investigation, and defense of actions, including,
without limitation, ERISA, occupational safety and health, employment
standards, union grievances, wrongful dismissal, discrimination or human rights
and unemployment compensation claims, asserted at any time against
Kimberly-Clark or Neenah Paper by any Business Employee or any other person
arising out of or relating to employment with the Neenah Business or Neenah
Paper. Any Losses arising from such actions shall be deemed Assumed
Liabilities under the Distribution Agreement. Kimberly-Clark reserves the
right to participate in the investigation, defense or settlement of any matter
to the extent it deems reasonably necessary.



     6.05 Reimbursement and Indemnification. The parties hereto agree to
reimburse each other, within 30 days of receipt from the other party of
appropriate verification, for all costs and expenses which each may incur on
behalf of the other as a result of any of the Welfare Plans, Pension Plans and
Non-ERISA Benefit Arrangements and, as contemplated by Section 2.02, any
termination or severance payments or benefits. All liabilities retained,
assumed or indemnified against by Neenah Paper pursuant to this Agreement shall
be deemed Assumed Liabilities, and all liabilities retained, assumed or
indemnified against by Kimberly-Clark pursuant to this Agreement shall be
deemed Retained Liabilities, and in each case shall be subject to the
indemnification provisions of Article 10 of the Distribution Agreement.



     6.06 No Third Party Beneficiaries. No Transferred Employee or other
current or former employee of Kimberly-Clark or Neenah Paper or any subsidiary
or affiliate of either (or his/her spouse, dependent or beneficiary), or any
other person not a party to this Agreement, shall be entitled to assert any
claim hereunder. This Agreement shall be binding upon and inure to the benefit
only of the parties hereto and their respective successors. Notwithstanding
any other provisions to the contrary except with respect to such successors,
this Agreement is not intended and shall not be construed for the benefit of
any third party or any person not a signatory hereto. In no event shall this
Agreement constitute a third party beneficiary contract.



14









 





     IN WITNESS WHEREOF, the parties have caused this agreement to be executed
in their names by a duly authorized officer as of the date first written above.



	 	 	 	 	 
	 	 	KIMBERLY-CLARK CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:
	 	Mark A. Buthman
	

	 	Title:
	 	Senior Vice President and Chief 

Financial Officer
	 
	 	 	 	 
	 	 	NEENAH PAPER, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:
	 	Sean T. Erwin
	

	 	Title:
	 	Chairman, President and Chief 

Executive Officer







15









 








Schedule 4.02(h)




Moving Expenses Retained by Kimberly-Clark




          (a) Kimberly-Clark will reimburse Neenah Paper for the relocation costs,
not in excess of $50,000, which are paid by Neenah Paper in accordance with its
relocation policy with respect to the relocation of Tracy Brown from Knoxville,
Tennessee to Atlanta, Georgia in 2005.



          (b) Kimberly-Clark will pay the relocation costs, in accordance with its
relocation policy, with respect to the relocation of the following Transferred
Employees pursuant to the Distribution:




          (1) Kyle Anderson




          (2) Bonnie J. Cruickshank Lind




          (3) Jeanne Downing




          (4) Rodger Ferguson




          (5) John C. Gray




          (6) John J. Herson




          (7) Gary L. Penley




          (8) Richard F. Read




          (9) Dennis P. Runsten




          (10) Kimmie E. Slaughter