Exhibit 10.1


 


CORPORATE SERVICES AGREEMENT


 


 


                THIS AGREEMENT for the performance of corporate
services is dated as of November 30, 2004, between Kimberly-Clark Corporation,
a Delaware corporation (“Kimberly-Clark”), and Neenah Paper, Inc., a
Delaware corporation (“Neenah”), and, as of the date hereof, a wholly-owned
subsidiary of Kimberly-Clark.


 


WHEREAS, Kimberly-Clark, through its pulp and paper
division and certain subsidiaries and affiliates, is engaged in the business of
(i) manufacturing and selling fine paper and technical paper and (ii) producing
and selling pulp (the “Neenah Business”);


WHEREAS, the Board of Directors of Kimberly-Clark has
determined that it would be advisable and in the best interests of
Kimberly-Clark and its stockholders for Kimberly-Clark to transfer and assign,
or cause to be transferred and assigned, to Neenah the business, operations,
assets and liabilities related to the Neenah Business;


                WHEREAS, Kimberly-Clark has agreed to transfer and
assign to Neenah substantially all of the assets and properties of the Neenah
Business and Neenah has agreed to the transfer and assignment of such assets
and to assume, or cause to be assumed, substantially all of the liabilities and
obligations arising out of or relating to the Neenah Business;


 


                WHEREAS, the date on which the above transaction is
to become effective is referred to as the “Distribution Date” as defined in
that certain Distribution Agreement between Kimberly-Clark and Neenah, dated as
of the date hereof; and


 


                WHEREAS, the parties hereto deem it to be appropriate
and in the best interests of Neenah and Kimberly-Clark that Kimberly-Clark
provide certain services to Neenah to facilitate the transaction described
above on the terms and conditions set forth herein;


 


                NOW, THEREFORE, in consideration of the mutual
promises contained herein, the parties hereto agree as follows:


 


                1.             Description
of Kimberly-Clark Services. 
Kimberly-Clark shall, subject to the terms and provisions of this
Agreement:


 


                (a)           provide
Neenah with general services of a financial, technical, commercial,
administrative and/or advisory nature, with respect to the Neenah Business, as
set forth on Exhibit A hereto; and


 


                (b)           assist
Neenah in the efficient transfer of each of the services provided by
Kimberly-Clark under this Agreement to Neenah, including training of the Neenah
personnel primarily responsible for each of the services going forward, or to a
third party designated by Neenah; and


 


                (c)           render
such other specific services as Neenah may from time to time reasonably
request, subject to Kimberly-Clark’s discretion and its being in a position to
supply such 


 


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additional services at
the time of such request.


 


Unless otherwise
specifically provided on Exhibit A, Kimberly-Clark will provide each of
the services until December 31, 2005. 
Neenah may, at its option, upon no less than thirty (30) days prior
written notice (or such other period as the parties may mutually agree in
writing), direct Kimberly-Clark to provide no longer all or any category of
such services.


 


                2.             Consideration
for Kimberly-Clark Services.  Neenah
shall pay Kimberly-Clark in accordance with this Section 2 and
Kimberly-Clark shall accept as consideration for the services rendered to Neenah
hereunder the following service charges:


 


                (a)           for
the services rendered by Kimberly-Clark for or on behalf of Neenah pursuant to
Section 1(a), Neenah will be charged the fees set forth on Exhibit A;


 


                (b)           for
the services rendered by Kimberly-Clark for or on behalf of Neenah pursuant to
Section 1(b) or 1(c), Neenah will be charged certain fees to be negotiated and
agreed to by the parties at the time such services are requested.


 


 


                3.             Terms
of Payment.  Kimberly-Clark shall
submit in writing an invoice covering its charges to Neenah for services
rendered hereunder.  Such invoice shall
be submitted on a monthly basis and shall contain a summary description of the
charges and services rendered.  Payment
shall be made no later than thirty (30) days after the invoice date.


 


                4.             Method
of Payment.  All amounts payable by
Neenah for the services described on Exhibit A shall be remitted to
Kimberly-Clark in United States dollars to a bank to be designated in the
invoice or otherwise in writing by Kimberly-Clark, unless otherwise provided
for and agreed upon in writing by the parties. 
Detailed billing information will be provided upon request.


 


                5.             WARRANTIES.  THIS IS A SERVICE AGREEMENT.  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES AND THERE ARE NO IMPLIED
WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.


 


                6.             Limitation
on Liability.


 


                (a)  In no
event shall either party have any liability, whether based on contract, tort
(including, without limitation, negligence), warranty or any other legal or
equitable grounds, for any punitive, consequential, special, indirect or
incidental loss or damage suffered by the other party arising from or related
to this Agreement, including without limitation, loss of data, profits
(excluding profits under this Agreement), interest or revenue, or use or
interruption of business, even if such party is advised of the possibility of
such losses or damages.


 


                (b)           The
limitations set forth in Section 6(a) above shall not apply to liabilities
which may arise as the result of (i) willful misconduct or gross negligence of
Kimberly-Clark or its subsidiaries or Neenah or its subsidiaries, (ii) amounts
inadvertently overpaid by either party, or (iii) amounts for charges otherwise
due and payable under this Agreement.


 


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                (c)           In
no event will Kimberly-Clark’s liability, whether based on contract, tort (including
without limitation, negligence), warranty or any other legal or equitable
grounds, exceed in the aggregate the amount of fees paid to Kimberly-Clark
under this Agreement.


 


                7.             Termination.  This Agreement shall terminate on January 31,
2006, but may be terminated earlier in accordance with the following:


 


                (a)           upon
the mutual written agreement of the parties;


 


                (b)           by
either Neenah or Kimberly-Clark for material breach of any of the terms hereof
by Kimberly-Clark or Neenah, as the case may be, if the breach is not corrected
within thirty (30) calendar days after written notice of breach is delivered to
the breaching party;


 


                (c)           by
either Neenah or Kimberly-Clark forthwith, upon written notice to
Kimberly-Clark or Neenah, as the case may be, if Kimberly-Clark or Neenah, as
the case may be, shall become insolvent or shall make an assignment for the
benefit of creditors, or shall be placed in receivership, reorganization,
liquidation or bankruptcy;


 


                (d)           by
Kimberly-Clark forthwith, upon written notice to Neenah, if, for any reason,
the ownership or control of Neenah or any of Neenah’s operations, becomes
vested in, or is made subject to the control or direction of, any direct
competitor of Kimberly-Clark’s consumer products, service and industrial or
health care businesses, or any governmental or regulatory authority; or


 


                (e)           by
Neenah forthwith, upon written notice to Kimberly-Clark, if for any
reason, the ownership or control of Kimberly-Clark or any of Kimberly-Clark
‘s operations becomes vested in, or is made subject to the control or direction
of, any direct competitor of Neenah, or any governmental or regulatory
authority.


 


Upon any such
termination, each party shall be compensated for all services performed to the
date of termination in accordance with the provisions of this Agreement.


 


                8.             Performance.  The services rendered by Kimberly-Clark
hereunder shall be performed in the same manner and with the same skill and
care as Kimberly-Clark employs in service of its own business.


 


                9.             Independent
Contractor.  Kimberly-Clark is
providing the services pursuant to this Agreement as an independent contractor
and the parties hereby acknowledge that they do not intend to create a joint
venture, partnership or any other type of agency between them.


 


                10.           Confidentiality.  The specific terms and conditions of this
Agreement and any information conveyed or otherwise received by or on behalf of
a party in conjunction herewith are confidential and are subject to the terms
of the Confidentiality provisions of the Distribution Agreement.


 


                11.           Ownership
of Information .  Any information
owned by one party or any of its subsidiaries that is provided to the other
party or any of its subsidiaries pursuant to this Agreement shall remain the
property of the providing party. Unless specifically set forth herein, 


 


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nothing contained in this
Agreement shall be construed as granting or conferring rights of license or
otherwise in any such information.


 


                12.           Records.  Kimberly-Clark shall maintain and retain
records related to the provision of the services under this Agreement
consistent with Kimberly-Clark’s historical policies regarding its own
retention of records. As needed from time to time during the period in which
services are provided, and upon termination of the provision of any service,
the parties agree to provide each other with records related to the provision
of the services under this Agreement to the extent that (i) such records exist
in the ordinary course of business, (ii) such records do not involve the
incurrence of any material expense to the party providing such records, and
(iii) such records are reasonably necessary for such party to comply with its
obligations under this Agreement or applicable law.


 


                13.           Amendment.  This Agreement may be modified or amended
only by the agreement of the parties hereto in writing, duly executed by the
authorized representatives of each party.


 


                14.           Force
Majeure.  Any delays in or failure of
performance by any party hereto, other than the payment of money, shall not
constitute a default hereunder if and to the extent such delays or failures of
performance are caused by occurrences beyond the reasonable control of such
party, including, but not limited to: 
acts of God or the public enemy; expropriation or confiscation of
facilities; compliance with any order or request of any governmental authority;
acts of war; riots or strikes or other concerted acts of personnel; or any
causes, whether or not of the same class or kind as those specifically named
above, which are not within the reasonable control of such party, and which by
the exercise of reasonable diligence, such party is unable to prevent.


 


                15.           Assignment.  This Agreement shall not be assignable by
either party hereto without the prior written consent of the other party
hereto.  When duly assigned in accordance
with the foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the assignee.


 


                16.           Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
facsimile transmission or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):


 


	
  If to Kimberly-Clark:

  	
   

  	
  Kimberly-Clark
  Corporation

  
	
   

  	
   

  	
  351 Phelps Drive

  
	
   

  	
   

  	
  Irving, Texas
  75038

  
	
   

  	
   

  	
  Attn: General
  Counsel

  
	
   

  	
   

  	
  Facsimile: (214)
  281-1492

  



 


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  If to Neenah:

  	
   

  	
  Neenah Paper, Inc.

  
	
   

  	
   

  	
  Preston Ridge III

  
	
   

  	
   

  	
  3460 Preston Ridge Road

  
	
   

  	
   

  	
  Alpharetta, Georgia
  50005

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  Fax: (678) 518-3283

  



 


 


                17.           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
GEORGIA, U.S.A.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date and year first above
written.


 


 


 


	
   

  	
   

  	
  KIMBERLY-CLARK
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark A. Buthman

  
	
   

  	
   

  	
  Mark A. Buthman, Senior
  Vice

  
	
   

  	
   

  	
  President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NEENAH PAPER, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Erwin

  
	
   

  	
   

  	
  Sean Erwin, President
  and

  
	
   

  	
   

  	
  Chief Executive Officer

  
				



 


 


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EXHIBIT A


 


SERVICES TO BE RENDERED
BY KIMBERLY-CLARK


 


 


Management
Information Services 


 


Kimberly-Clark will provide support and services for Neenah business
systems applications and Neenah computer operations at the same service levels
and subject to the same priority ranking system as were provided to the
businesses of Neenah prior to the date of this Agreement (“MIS Services”).  Kimberly-Clark shall provide those services
until January 31, 2006, subject to Neenah’s right to terminate categories of
services pursuant to Section 1 of the Agreement.  Should Neenah require services beyond January
31, 2006, a new agreement defining, cost structure and remaining services to be
provided must be negotiated.


 


Each of Kimberly-Clark and Neenah shall from time to time designate an
individual as the authorized representative for all communications with respect
to MIS Services.


 


The categories of MIS Services and monthly fee schedule for normal and
routine operating assistance, minor maintenance and computer operations are set
forth below.  The monthly charge for
Computer Services Support will be reduced when software and/or hardware
licensing fees are charged directly to Neenah rather than to
Kimberly-Clark.  The charge will be
reduced by the amount that Kimberly-Clark is currently allocating to the Neenah
businesses.


 


 


	
  Business Systems
  Project Charges

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fine Paper

  	
   

  	
  $/Month

  	
   

  
	
  PIMS Maintenance

  	
   

  	
  2,800

  	
   

  
	
  PIMS O/A

  	
   

  	
  1,500

  	
   

  
	
  Payroll/Benefit
  Support

  	
   

  	
  10,400

  	
   

  
	
  Training &
  Doc Consulting

  	
   

  	
  1,000

  	
   

  
	
  Legacy Systems
  Support

  	
   

  	
  9,900

  	
   

  
	
  Purchasing/Stores
  Support

  	
   

  	
  3,800

  	
   

  
	
  Legacy Stores
  Operating Assistance

  	
   

  	
  100

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Technical Paper

  	
   

  	
   

  	
   

  
	
  General Mfg and
  Order Entry Support

  	
   

  	
  13,600

  	
   

  
	
  PIMS Support
  & Identified Projects

  	
   

  	
  4,500

  	
   

  
	
  General
  Maintenance and Staff Support

  	
   

  	
  2,100

  	
   

  
	
  General O/A

  	
   

  	
  3,900

  	
   

  
	
  Payroll/Benefit
  Support

  	
   

  	
  8,000

  	
   

  
	
  Training &
  Doc Consulting

  	
   

  	
  600

  	
   

  
	
  Legacy Systems
  Support

  	
   

  	
  6,500

  	
   

  
	
  Purchasing/Stores
  Support

  	
   

  	
  1,900

  	
   

  
	
  Legacy Stores
  Operating Assistance

  	
   

  	
  100

  	
   

  



 





















 


	
  Computer
  Services Support Charges

  	
   

  	
   

  	
   

  
	
  Desktop Services
  and Messaging

  	
   

  	
  97,400

  	
   

  
	
  Connectivity
  Services

  	
   

  	
  67,500

  	
   

  
	
  Voice

  	
   

  	
  41,800

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SAP R/3

  	
   

  	
  30,400

  	
   

  
	
  SAP B/W

  	
   

  	
  13,000

  	
   

  
	
  Mainframe
  Services

  	
   

  	
  52,400

  	
   

  
	
  UNIX Services

  	
   

  	
  23,000

  	
   

  
	
  Windows Services

  	
   

  	
  43,100

  	
   

  
	
  AS/400 Services

  	
   

  	
  25,900

  	
   

  
	
  e-Business

  	
   

  	
  11,900

  	
   

  



 


Notwithstanding Section 1
of the Agreement, Neenah shall give Kimberly Clark no less than ninety (90)
days written notice of any such termination of any of the above services;
provided that K-C will accommodate a shorter notice period and terminate the
service sooner to the extent a particular service so permits at the time of
termination.


 


For all additional services (other than normal operating assistance and
minor maintenance)  including without
limitation, additional project work, systems or application enhancements,
maintenance and changes to systems or applications, support or services to
separate the systems of Neenah and Kimberly-Clark and creation or generation of
current or historical data(“Additional MIS Services”), Neenah will submit to
Kimberly-Clark a written request for the Additional MIS Services, together with
reasonable documentation and specifications to allow Kimberly-Clark to
determine the estimated cost and priority for such Additional MIS
Services.  To the extent that
Kimberly-Clark agrees in its sole discretion to provide the Additional MIS
Services, it will provide to Neenah a written estimate of the cost and priority
for such Additional MIS Services and Neenah shall inform Kimberly-Clark in
writing if Neenah desires to have Kimberly-Clark provide the Additional MIS
Services.


 


Hourly labor rates for K-C staff will be $90 per hour.  Hourly rates for K-C obtained consultants,
contractors or other third parties utilized on Additional Special Projects will
be charged at actual hourly rates, plus any reasonable travel and living
expenses, plus applicable administrative charges.


 


Neenah shall be solely liable for (i) all license fees, charges or
other amounts from any third parties (“Vendor Fees”), including consultants,
contractors, vendors or licensors, incurred as a result of Kimberly-Clark
providing MIS Services or otherwise as a result of utilizing products or
software licensed to Kimberly-Clark and utilized by or on behalf of Neenah,
regardless of whether such products or services are utilized on the systems or
equipment of Kimberly-Clark or Neenah and (ii) all legal or administrative fees
and expenses incurred by Kimberly-Clark in responding to requests for Vendor
Fees.  Kimberly-Clark will notify Neenah
promptly of any Vendor Fees.


 


Notwithstanding anything to the contrary herein (i) all support and
services relating to Kimberly-Clark systems applications or IT infrastructure
shall be performed only by Kimberly-Clark personnel or contractors or
consultants either retained by Kimberly-Clark or approved in advance in writing
by Kimberly-Clark; (ii) MIS Services shall only be provided for hardware or


 





















 


other IT infrastructure that is a part of Kimberly-Clark’s
infrastructure road map or technology standards on the date of this Agreement
or that is added by Kimberly-Clark to its infrastructure roadmap or technology
standards after the date of this Agreement; (iii) Kimberly-Clark shall have no
obligation to incur additional expenditures or investments relating to
additional features or functionality for existing systems or applications, it
being understood that in the near future many of the systems or applications in
connection with the delivery of MIS Services may become obsolete or may not be
used or improved by Kimberly-Clark; and (iv) Neenah shall not attach to,
install or otherwise incorporate into the Kimberly-Clark Enterprise Network any
equipment, software, product, infrastructure or other device (A) without the
prior written consent of Kimberly-Clark and (B) that is not fully compatible
with the then existing Kimberly-Clark systems, infrastructure and standards
roadmap.


 


At all times during the term of this Agreement, Neenah shall comply
with Kimberly-Clark’s Corporate Security, Computer Security and Global
Information Technology Standards, as they may be amended or modified by
Kimberly-Clark from time to time during the term of this Agreement.  Neenah acknowledges that it has received a
copy of such Standards as they exist on the date of this Agreement.


 


Kimberly-Clark’s Enterprise Network, systems and other intellectual
property, including any applications, software code, technology, trade secret,
infrastructure, hardware and other products or devices used by Kimberly-Clark
and any enhancements, modifications or additions thereto (whether as a result
of or in connection with this Agreement or otherwise) shall be and remain the
sole and exclusive property of Kimberly-Clark and shall not be deemed works for
hire, and Neenah shall have no right, title or interest therein.  If Neenah desires to have Kimberly-Clark
license or transfer to Neenah any of the same, Kimberly-Clark, in its sole
discretion, may license or transfer the same to Neenah on terms agreed to by
Neenah and Kimberly-Clark, provided that Neenah shall be liable for all costs
and expenses incurred in connection therewith, including any third party
license, transfer and other fees, and all costs and expenses incurred to “uninstall”
and “re-install” the same.   Excluded
from the requirements of this paragraph are systems that were built for and
used primarily by Neenah.


 


 


Employee
Benefits Administration and Payroll Services


 


Payroll Administration: 
Kimberly-Clark will provide payroll administration services to Neenah
with respect to Neenah’s U.S. employees, and such employees will continue to report attendance and absence
information using the system maintained by Kimberly-Clark for such purpose,
until the earlier of (i) the date Neenah arranges for its own payroll
administration services and establishes its
own employee and time collection processes and (ii) December 31, 2005,
at a cost to Neenah of $20,000 per month. 
These costs do include (i) all E-memos, mass wage changes, job title set
ups, relocation gross-ups and other personnel administrative actions needed by
Neenah for the benefit of Transferred Employees, (ii) the preparation of
personnel or management reports through HR Browser, consistent with those
previously provided, as requested by Neenah with turnaround times consistent
with those normally provided by the K-C Payroll Center, and (iii) the
preparation and submission of personnel records to outside providers such as
Cendant Mobility, EquiServe, EAP vendors, or other 3rd party providers as
required by Neenah.  These costs do not
include the systems costs associated with these 


 





















 


activities. Systems costs
will be billed according to the Management Information Services portion of this
Agreement.


 


Canadian Payroll Bank
Account:  Kimberly-Clark will continue to use its bank
account at Royal Bank of Canada (“RBC”) on behalf of Neenah to facilitate the
electronic transfer of paychecks to Neenah’s employees.  Neenah will be responsible for funding the
amount to be transferred prior to the distribution of the electronic
paychecks.  Neenah is responsible for
communicating to RBC the correct distribution of the payroll.  This service will be provided at no
additional cost until December 31, 2004.


 


Data Conversions:  Kimberly-Clark shall assist in the conversion
of employee and payroll data to benefit providers, a payroll administrator and
an enterprise system engaged or established by Neenah, including
any related analysis, design and development of interfaces and reports. The
cost to Neenah for these conversion
services shall be $36,000 for payroll team support.  Systems cost related to the development of
interfaces and reports will be billed according to the Management Information
Services portion of this agreement.


 


Group Health and Welfare Plans
Administration:  Neenah
shall use reasonable commercial efforts to contract with Hewitt & Associates
(“Hewitt”) to provide group health and welfare benefits (“GH&WB”)
administrative services to Neenah
through December 31, 2004, at a cost to Neenah equal to the actual cost of such services.  Provided that Neenah enters into such a contract with Hewitt,
Kimberly-Clark will provide services related to the administration of GH&WB
through December 31, 2004 at a cost to Neenah of $5,000 per month.  These
services will include enrollment activities, customer service, and deduction
processing.  To facilitate these
transition services, Kimberly-Clark and Neenah agree to enter into mutual business associate agreements under the
privacy provisions of HIPAA.


 


US Pension Plan.  Neenah shall use
reasonable commercial efforts to contract with Hewitt & Associates (“Hewitt”)
to provide defined benefit administrative services through a date not later
than June 30, 2005, at a cost to Neenah equal to the actual cost of such services.  Neenah will pay Kimberly-Clark from its assets, and not out of any pension plan
assets, a fee in the amount of $500 per month for services to be provided by
Kimberly-Clark relating to the management of the investment structure for the
Kimberly-Clark Corporation Pension Plan for the period beginning with the
Distribution and ending on the date the assets and liabilities of the
Kimberly-Clark Corporation Pension Plan attributable to current employees of Neenah’s U.S. operations (the “Transferred Employees”)
are transferred to the trustee of the corresponding pension plan established by
Neenah (the “Transfer Date”).


 


Kimberly-Clark will be available to provide
consulting services requested by Neenah which
relate to (i) the administration of the defined benefit and defined
contribution plans maintained by Neenah for the benefit of Transferred Employees, at a cost to Neenah of $125 per hour and (ii) after the Transfer
Date, the investment of assets in the defined benefit and defined contribution
plans maintained by Neenah for the
benefit of Transferred Employees, at a cost to Neenah of $200 per hour; provided, however, that
Kimberly-Clark shall have the sole discretion to decline to provide any such
services so requested.


 


Canadian Pension Plans.  Neenah will pay
Kimberly-Clark from its assets, and not out of any pension plan assets, a fee
in the amount of $1,500 per month for services to be provided by


 





















 


Kimberly-Clark relating to the management of the
investment structure for the Canadian pension plans for the period beginning
with the Distribution and ending on the date the assets and liabilities are
transferred to the trustee of the corresponding pension plan established by Neenah
(the “Transfer Date”).


 


Kimberly-Clark will be available to provide
consulting services requested by Neenah which
relate to the administration of, and investment of assets in, the defined
benefit and defined contribution plans maintained by Neenah for the benefit of current and former employees
of the Canadian pulp and woodlands operations (the “Canadian Employees”), at a cost to Neenah of $200 per hour.


 


 


Compensation:  Kimberly-Clark
will be available to provide consulting services requested by Neenah until
March 31, 2005 which relate to the administration of various compensation plans
and stock programs maintained by Neenah for the benefit of current transferred
employees at a cost to Neenah of $100 per hour.


 


Relocation: 
Kimberly-Clark will provide relocation and global assignment program
administrative services to Neenah until January 31, 2005 consistent with the
services provided prior to the distribution date.   K-C will provide advice and counsel on
special requests and on arrangements to set up new relocation providers.  The cost of such special services will be $70
per hour.


 


General:


Neenah will reimburse Kimberly-Clark for any
out-of-pocket costs incurred by Kimberly-Clark while providing the employee
benefits administration services, but not the payroll administration services,
described in this section, including but not limited to, costs incurred for
postage, printing and supplies.  


 


International
Employee Services:  Kimberly-Clark agrees to retain Keith Johnson
on the payroll of Kimberly-Clark International Services Corp. through December
31, 2004.  For the period from the
Distribution Date until January 1, 2005 (the “Lease Period”), Neenah agrees to
lease Keith Johnson from Kimberly-Clark for the performance of management
duties in Canada.  During the Lease
Period, Neenah agrees to pay Kimberly-Clark a monthly amount equal to the cost
of Mr. Johnson’s monthly salary, benefits, other fees and other income paid to
him by Kimberly-Clark (except any bonus or other amounts paid to him that are
attributable to a period prior to the Lease Period).  As of January 1, 2005, Neenah intends to hire
Mr. Johnson as an employee.


 


Kimberly-Clark
agrees to retain Peter VanDerBogt on the payroll of Kimberly-Clark Benelux
through December 31, 2004.  For the
period from the Distribution Date until January 1, 2005 (the “Lease Period”),
Neenah agrees to lease Mr. VanDerBogt from Kimberly-Clark for the performance
of duties in Europe.  During the Lease
Period, Neenah agrees to pay Kimberly-Clark a monthly amount equal to the cost
of Mr. Peter VanDerBogt’s monthly salary, benefits other fees, and other income
paid to him by Kimberly-Clark (except any bonus or other amounts paid to him
that are attributable to a period prior to the Lease Period).  As of January 1, 2005, Neenah intends to make
other arrangements to compensate Mr. VanDerBogt for his services.


 





















 


Transportation
Services


 


Kimberly-Clark
will provide advice, counsel on freight rate contract renewal negotiation and
assistance during periods of transportation disruption related to inclement
weather, major strike, terror attack, etc., only as may be necessary to
maintain operations at Kimberly-Clark consuming mills.  Such services will cost $2,100 per
month.  Notwithstanding Section 1 of the
Agreement, Neenah shall give Kimberly Clark no less than sixty (60) days
written notice of any such termination.


 


 


Environment
and Energy Services


 


Kimberly-Clark
will provide the following environmental and energy related services:


 


•                  Boiler and related equipment inspections and operational advice;


•                  Energy (electrical and natural gas) rate/purchase assistance, hedging
and contract negotiation;


•                  Fuel and energy cost and consumption report data management;


•                  Thermographic electric surveys;


•                  Performance of Corporate Environmental Inspections at Neenah mills;


•                  Environmental regulatory/technical advice and assistance;


•                  Forestry audits and certification advice and assistance; and


•                  Wastewater testing (tickler, product formulation toxicity and permit
compliance bioassays)


 


All services will
be provided on an as requested basis at a cost of $90 per professional hour
spent plus travel expenses.


 


Treasurer’s
Office Services


 


Kimberly-Clark’s
Treasurer’s Office will provide services to Neenah relating to Cash Management,
Hedging, Debt Management and other treasury-related functions.  The fee for advice and counsel relating to
treasury services will be $200 per hour.  These services will be available for six
months after the Distribution Date.


 


Purchasing
Services


 


Kimberly-Clark
will provide those support services of the type that have been traditionally
provided by it to the Business and which are related to purchasing chemicals,
research materials, trial support, capital projects and the maintenance of the
Purchasing System Information Center and Purchasing Systems.  Fees for these services will be as follows:


 


 




	
  Transaction
  processing for Purchasing System

  	
   

  	
  $

  	
  6,100

  	
  per month

  
	
  Systems support
  for Purchasing System

  	
   

  	
  $

  	
  2,000

  	
  per month

  






 


These services do
not include the renegotiation of and related transactional activity associated
with  establishing contracts for Neenah
that were previously part of Kimberly-Clark’s multiple


 





















 


facility
contracts.


 


Kimberly-Clark
shall endeavor, whenever possible, to arrange for the purchase of goods or
services in the name of Neenah, which shall provide Kimberly-Clark with written
authorizations or such other documents as Kimberly-Clark may reasonably require
from time to time in order to provide evidence of Kimberly-Clark’s authority to
act on behalf of Neenah pursuant to this provision.


 


Risk
Management


 


Kimberly-Clark’s
Risk Management Department will provide advice as requested on whether Neenah’s
insurance brokers are properly following through on and assisting with
administration of Neenah insurance coverages. The cost of such services will be
$200 per month.  Such services will be
available until December 31, 2004.


 


Tax
Services


 


Kimberly-Clark
will provide advice and counsel on tax planning issues relating to the
preparation of U.S. federal income and excise tax, and state and local income,
franchise, property and sales tax return. 
Such tax planning services will be provided at a cost of $ 250 per hour
and will be available for 6 months after the Distribution Date.


 


Activities
required by the Tax Sharing Agreement dated the date hereof between
Kimberly-Clark and Neenah are specifically excluded from this hourly charge and
will be provided free of charge under the terms set forth in the Tax Sharing
Agreement.


 


Accounting
Services


 


Kimberly-Clark
will provide the following accounting services to Neenah -US at the identified
costs to Neenah:


 


	
  Service

  	
   

  	
  Cost per Month

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Centralized Mill
  Accounting — Fine Paper

  	
   

  	
  $

  	
  11,900

  	
   

  
	
  Centralized Mill
  Accounting — Technical Paper

  	
   

  	
  $

  	
  4,700

  	
   

  
	
  Cost Accounting

  	
   

  	
  $

  	
  7,300

  	
   

  
	
  Knoxville AP

  	
   

  	
  $

  	
  10,700

  	
   

  
	
  SYZYGY

  	
   

  	
  $

  	
  16,500

  	
   

  
	
  Property
  Accounting

  	
   

  	
  $

  	
  4,000

  	
   

  
	
  Accounts
  Receivable/Credit

  	
   

  	
  $

  	
  7,900

  	
  * 

  
	
  Financial
  Reporting

  	
   

  	
  $

  	
  10,900

  	
   

  
	
  Corporate
  Accounting Support

  	
   

  	
  $

  	
  500

  	
   

  



 


*Kimberly-Clark
will also bill for the cost of a temporary employee if required to handle
manual accounts receivable transactions for the first 90 days after the
Distribution Date.


 


In order to
simplify the transition of Accounts Payable balances, Kimberly-Clark will pay
from its bank account any outstanding invoices as of the distribution date on
Neenah Paper’s behalf.


 





















 


These invoices
will be paid when payments are due. 
Neenah will then reimburse Kimberly-Clark for the payments that
Kimberly-Clark makes on their behalf.


 


Kimberly-Clark will
provide Neenah access to those accounting practices and procedures relevant to
the Sarbanes-Oxley Act for the Accounting Services activities that are
performed by Kimberly-Clark on Neenah’s behalf. 
Kimberly-Clark will provide Neenah and/or Neenah’s auditor access to
transactions in order to perform testing of the systems.  Transaction testing will be conducted by
Neenah at their expense.


 


Additional
accounting project work requested by Neenah will be provided at a cost of $200
per hour.


 


These costs do not
include the systems costs associated with these activities. Systems costs are
addressed in the MIS section of this Agreement.


 


Patent
Services


 


Kimberly-Clark
will provide patent support services to Neenah consistent with the services
provided prior to the Distribution Date.  
Such services of Kimberly-Clark attorneys and paralegals as requested by
Neenah and agreed to by Kimberly-Clark will be provided until March 31, 2005 at
$250 per hour for attorney time and $150 per hour for paralegal time.  If Kimberly-Clark deems it necessary to
outsource patent support during this period, Neenah will pay the costs
associated with the outsourcing.  All
costs of maintaining patents and patent applications, as requested by Neenah,
anywhere in the world, will be charged directly to Neenah.


 


Trademark
Services


 


Kimberly-Clark
will provide trademark services to Neenah, consistent with services provided
prior to the Distribution Date, related to searching, prosecution and
maintenance of trademarks. Such services of Kimberly-Clark attorneys and
paralegals will be provided as requested by Neenah at $250 per hour for
attorney time and $150 per hour for paralegal time.  Neenah will be directly responsible for
trademark conflicts and litigation. All outside fees, such as search fees,
counsel fees and trademark maintenance and prosecution fees as requested by
Neenah, anywhere in the world, will be charged directly to Neenah.


 


Roswell
Technical Support


 


Kimberly-Clark
will provide Analytical Lab support and Product Safety support to Neenah on an
as requested basis at a cost of $ 225 per hour spent plus the cost of any
outside services required. Such services will be provided until December 31,
2004.


 


Tenancy


Neenah will be
provided a month-to-month tenancy in the space which is occupied by the
Business, as of the date hereof, at Kimberly-Clark’s Roswell, Georgia
Operations Headquarters complex.  Rent
and related tenancy charges for the space occupied by the Technical Papers
research team will be $13,600 per month. 
Neenah will provide Kimberly-Clark with at least thirty (30) days’
prior written notice of the specific day in such month that Neenah will vacate


 





















 


such
premises.  The related tenancy charges
include charges for all taxes, utilities, and tenant services that are
currently being provided by Kimberly-Clark or third parties on behalf of
Kimberly-Clark (primarily Site Administration and the Health Center),
including, but are not limited to, electricity, maintenance, security,
groundskeeping, mail service, warehouse service and access to cafeteria and
health services.  Neenah will make a good
faith effort to vacate such premises and terminate the tenancy no later than
December 31, 2005.


 


Corporate
Security


 


Kimberly-Clark
will provide corporate security services to Neenah consistent with those
services provided prior to the distribution date.  The cost of such services will be $150 per
hour plus direct expenses associated with pre-employment background reviews and
special investigations.