Exhibit No. (10)d
KIMBERLY-CLARK CORPORATION
EXECUTIVE OFFICER ACHIEVEMENT AWARD PROGRAM
(as adopted effective April 25, 2002)
1. PURPOSE
This Executive Officer Achievement Award Program ("EOAAP" or the "Plan") is
adopted effective April 25, 2002. The purpose of EOAAP is to further unite
the interests of the stockholders of Kimberly-Clark Corporation (the
"Company") and its executive officers through the annual payment of
performance-based incentive compensation to each participating executive in
the form of a cash award.
2. ELIGIBILITY
Employees eligible to participate in EOAAP (the "Participants") shall be
limited to the Chief Executive Officer and other executive officers of the
Company (within the meaning of Rule 3b-7 of the Securities Exchange Act of
1934 as amended from time to time) as of March 30 of each calendar year
("performance year") who shall receive awards under the Plan for such
performance year. An individual who becomes an executive officer after March
30 and on or before October 1 of a calendar year shall receive an award as
provided in Section 3.
3. AWARDS
Subject to the Compensation Committee's discretion to reduce such awards,
each Participant shall be entitled to an award for each performance year
equal to 0.3 percent of the Company's earnings before unusual items. The
Company's independent auditors will review the Company's calculation of the
award amount and confirm its mathematical accuracy to the Compensation
Committee.
An individual who becomes a Participant after March 30 and on or before
October 1 of a performance year shall receive an award for that performance
year based on the earnings before unusual items of the Company for each
calendar quarter following the quarter in which the individual becomes an
executive officer.
4. PAYMENT OF AWARDS; COMPENSATION COMMITTEE DISCRETION TO REDUCE
As soon as practicable after the end of each performance year, the Company's
independent auditors shall report to the Compensation Committee the
Company's earnings before unusual items and the Compensation Committee shall
certify the amount of each award for that year under the provisions of this
Plan.
The Compensation Committee, in its sole discretion, based on any factors the
Compensation Committee deems appropriate, may reduce the award to a
Participant in any year (including reduction to zero if the Compensation
Committee so determines). The Compensation Committee shall make a
determination of whether and to what extent to reduce awards under the Plan
for each year at such time or times as
the Compensation Committee shall deem appropriate. The reduction in the
amount of an award to a Participant for a performance year shall have no
effect on the amount of the award to any other Participant for such year.
Payments of awards to Participants who are employees of subsidiaries of the
Company shall be paid directly by such subsidiaries.
Termination of employment for any reason may result in a pro rata or other
adjustment to the amount of the award on such basis as shall be determined
fair and equitable by the Compensation Committee.
Notwithstanding any provision of EOAAP, no award shall be paid to a
Participant who, in any calendar year, has discharged his principal
accountabilities in a manner deemed unacceptable by the Chief Executive
Officer. Participants under the EOAAP will be ineligible for awards relating
to the same calendar quarter under the Company's Management Achievement
Award Program.
Awards shall be paid in cash as of a date or dates determined by the
Compensation Committee or, if the Compensation Committee makes no
determination, as soon as practicable after the amount of the award has been
determined.
Prior to becoming entitled to receive an award, a Participant may elect to
defer the receipt thereof to some future date or dates. Except as otherwise
provided under the Company's Deferred Compensation Plan, deferred EOAAP
awards shall not bear interest.
5. GENERAL PROVISIONS
The Plan shall be administered by the Compensation Committee. The
Compensation Committee, in its sole discretion, shall have the power to
interpret and construe the Plan; provided, however, that no such action or
determination may increase the amount of compensation payable that would
otherwise be due in a manner that would result in the disallowance of a
deduction to the Company under Section 162(m) of the Code or any successor
section. Any interpretation or construction of any provisions of the Plan by
the Compensation Committee shall be final and conclusive upon all persons.
No member of the Board or the Compensation Committee shall be liable for any
action or determination made in good faith.
"Compensation Committee" means the Compensation Committee of the Board of
Directors of the Company, provided that if the requisite number of members
of the Compensation Committee are not Disinterested Persons, the Plan shall
be administered by a committee, all of whom are Disinterested Persons,
appointed by the Board and consisting of two or more directors with full
authority to act in the matter.
Except as provided in this Plan, no right of any Participant shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, attachment, garnishment, execution,
levy, bankruptcy, or any other disposition of any kind, whether voluntary or
involuntary, prior to actual payment of an award. No Participant, or any
other person, shall have any interest in any fund, or in any specific asset
or assets of the Company, by reason of an award that has been made but has
not been paid or distributed.
Nothing contained in the EOAAP shall be construed as a contract of
employment or as a right of any Participant to be continued in the
employment of the Company, or as a limitation on the right of the Company to
discharge any Participant with or without cause.
The Compensation Committee may at any time amend, suspend, or discontinue
the Plan or alter or amend any or all awards under the Plan to the extent
(1) permitted by law and (2) that such action would not result in the
disallowance of a deduction to the Company under Section 162(m) of the Code
or any successor section (including the rules and regulations promulgated
thereunder); provided, however, that if any of the foregoing requires the
approval by stockholders of any such amendment, suspension or
discontinuance, then the Compensation Committee may take such action subject
to the approval of the stockholders. No such amendment, suspension, or
discontinuance of the Plan shall, without the consent of the Participant,
adversely alter or change any of the rights or obligations under any awards
previously granted the Participant. In the case of a Participant employed
outside the United States, the Compensation Committee may vary the
provisions of the Plan as it may deem appropriate to conform to local laws,
practices and procedures. Further, unless the stockholders of the Company
shall have first approved thereof, no amendments shall be made which shall
increase the maximum amount of any award above the amount determined by the
formula described in Section 3 in any year.