KIMBERLY-CLARK CORPORATION
DEFERRED COMPENSATION PLAN
I. PURPOSE
The purpose of this Kimberly-Clark Corporation Deferred
Compensation Plan is to permit a select group of management or
highly compensated employees of Kimberly-Clark Corporation and its
subsidiaries to defer income which would otherwise become payable
to them.
II. DEFINITIONS AND CERTAIN PROVISIONS
2.1 "Agreement" means the Plan Agreement(s) executed between
a Participant and the Company, whereby a Participant agrees
to defer a portion of his Salary or Bonus, or both, pursuant to
the provisions of the Plan, and the Company agrees to make
benefit payments in accordance with the provisions of the Plan.
In the event the terms of the Agreement conflict with the terms
of the Plan, the terms of the Plan shall be controlling.
2.2 "Beneficiary" means the person or persons who under this Plan
becomes entitled to receive a Participant's interest in the
event of the Participant's death.
2.3 "Board of Directors" means the Board of Directors of the
Company.
2.4 "Bonus" means any amount(s) paid during a calendar year to
the Participant under the Company's Management Achievement
Award Program.
2.5 A "Change of Control" of the Company shall be deemed to
have taken place if: (i) a third person, including a "group"
as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, acquires shares of the Company having
20% or more of the total number of votes that may be cast for
the election of Directors of the Company; or (ii) as the result
of any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"),
the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of
Directors of the Company or any successor to the Company.
2.6 "Code" means the Internal Revenue Code for 1986, as
amended and any lawful regulations or other pronouncements
promulgated thereunder.
2.7 "Committee" means the Retirement Trust Committee named
under the Kimberly-Clark Corporation Salaried Employers'
Retirement Plan.
2.8 "Company" means Kimberly-Clark Corporation, a Delaware
corporation, and its subsidiaries and any successor in interest.
For purposes of the Plan, a subsidiary is a corporation, 50%
or more of the voting shares of which are owned directly or
indirectly by the Company, which is incorporated under the
laws of one of the states of the United States.
2.9 "Compensation Committee" means the Compensation
Committee of the Board of Directors.
2.10 "Deferral Year" means any calendar year, 1995 through 2000.
For purposes of 1994, Deferral Year means the Effective Date
of the Plan through December 31, 1994.
2.11 "Deferred Benefit Account" means the cumulative total dollar
amount that a Participant elects to defer in the Agreement,
including gains and losses pursuant to Section 3 as maintained
on the books of the Company for a Participant under this Plan.
A Participant's Deferred Benefit Account shall not constitute
or be treated as a trust fund of any kind.
2.12 "Determination Date" means the date on which the amount of
a Participant's Deferred Benefit Account is determined as
provided in Article III hereof. The last day of each calendar
quarter shall be a Determination Date.
2.13 "Disability" shall have the same meaning as the phrase
"Totally and Permanently Disabled" under the Kimberly-Clark
Corporation Salaried Employees' Retirement Plan. The
determination of a Participant's having become Disabled shall
be made by the Retirement Committee of the Kimberly-Clark
Corporation Salaried Employees' Retirement Plan.
2.14 "Effective Date" means October 1, 1994.
2.15 "IIP" means the Kimberly-Clark Corporation Salaried
Employees Incentive Investment Plan and the Kimberly-Clark
Corporation Hourly Employees Incentive Investment Plan,
collectively.
2.16 "Investment Grade" means a bond rating of BBB minus, or its
equivalent, by one of the nationally recognized rating agencies.
2.17 "Participant" means an employee of the Company, or its
subsidiaries or affiliated companies, who is eligible to
participate in the Plan pursuant to Article III, who has
executed an Agreement with the Company, and who has commenced
Salary or Bonus, or both Salary and Bonus, reductions pursuant
to such Agreement.
2.18 "Plan" means the Kimberly-Clark Corporation Deferred
Compensation Plan as amended from time to time.
2.19 "Retirement Date" means the date of Termination of Service
of the Participant on or after he attains age 55 and has 5 Years
of Service with the Company.
2.20 "Salary" means the Participant's base salary which would be
received during a calendar year if no election to defer were
made, including any 401(k) Contributions under the IIP or pre-
tax contributions under the Company's Flexible Benefit Plan.
2.21 "Termination of Service" means the Participant's cessation of
his service with the Company for any reason whatsoever,
whether voluntarily or involuntarily, including by reason of
retirement, death, or Disability.
2.22 "Tier 1 Participants" shall include the Chief Executive Officer
and all elected officers of the Company who report directly to
the Chief Executive Officer.
2.23 "Tier 2 Participants" shall include all employees of the
Company (excluding Tier 1 Participants) whose Salary at the
beginning of the Deferral Year is greater than the considered
compensation limit pursuant to Section 401(a)(17) of the Code.
For the 1994 Deferral Year, the considered compensation limit
is $150,000.
2.24 "Years of Service" shall have the same meaning as defined
under the Kimberly-Clark Corporation Salaried Employees'
Retirement Plan.
III. PARTICIPATION AND COMPENSATION REDUCTION
3.1 Participation. Participation in the Plan shall be limited to
employees of the Company who are either a Tier 1 Participant
or a Tier 2 Participant and who elect to participate in the Plan
by filing an Agreement with the Committee prior to the first
day of the deferral period in which a Participant's participation
commences in the Plan. The election to participate shall be
effective upon receipt by the Committee of the Agreement that
is properly completed and executed in conformity with the
Plan.
3.2 Minimum and Maximum Deferral and Length of Participation.
Tier 1 Participants - A Tier 1 Participant may elect to defer
any amount of his Salary or Bonus, or both, to the extent that
any portion of such amounts would not be deductible by the
Company pursuant to Section 162(m) of the Code. In addition,
a Tier 1 Participant may elect to defer an amount of Salary or
Bonus, or both, to the extent that the total of any such amounts
would not exceed the dividend distributed under Section 7.12
of the IIP during a Deferral Year. The amount of Salary
which may be deferred related to the dividend payment from
the IIP during a Deferral Year shall be equal to 25% to 100%
(in 25% increments) of the IIP dividend received. A Tier 1
Participant may also elect to defer up to 100% of his Bonus
paid during a Deferral Year in 25% increments.
Tier 2 Participants - A Tier 2 Participant may elect to defer an
amount of his Bonus up to the dividend distributed under
Section 7.12 of the IIP during a Deferral Year. The amount
of Bonus which may be deferred related to the dividend
payment from the IIP shall be equal to 25% to 100% (in 25%
increments) of the IIP dividend received. A Tier 2 Participant
may not defer any part of his Salary pursuant to this Plan.
In no event may the amount of a Participant's deferral be less
than $5,000 in any Deferral Year during which a Participant
has elected to defer a portion of his Salary or Bonus, or both.
The deferral opportunity shall extend through December 31,
2000. A Participant shall make an annual election for the
upcoming Deferral Year in the year preceding the Deferral
Year for which the election is being made. Except as provided
in Section 3.5, "Emergency Benefit: Waiver of Deferral," any
election so made shall be irrevocable with respect to Salary and
Bonus applicable to that Deferral Year.
3.3 Timing of Deferral Credits. The amount of Salary or Bonus,
or both that a Participant elects to defer in the Agreement shall
cause an equivalent reduction in the Participant's Salary and
Bonus, respectively. Deferrals shall be credited throughout
each Deferral Year as the Participant is paid the non-deferred
portion of Salary and Bonus for such Deferral Year.
3.4 New Participants. Subsequent to October 1, 1994, an
individual who is hired into a position which satisfies the
requirements of a Tier 1 Participant or a Tier 2 Participant
shall be eligible to participate in the Plan thirty (30) days
after satisfying the criteria for participation. The eligible
employee shall be bound by all terms and conditions of the Plan,
provided, however, that his Agreement must be filed no later
than thirty (30) days following his eligibility to participate.
Employees who satisfy the criteria of a Tier 1 Participant or a
Tier 2 Participant as a result of a promotion or Salary increase
will be eligible to participate in the Plan beginning on January
1st of the calendar year following eligibility.
3.5 Emergency Benefit: Waiver of Deferral. In the event that the
Committee, upon written petition of the Participant or his
Beneficiary, determines in its sole discretion, that the
Participant or his Beneficiary has suffered an unforeseeable
financial emergency, the Company shall pay to the Participant
or his Beneficiary as soon as possible following such
determination, an amount from the Participant's Deferred
Benefit Account not in excess of the amount necessary to
satisfy the emergency. For purposes of this Plan, an
"unforeseeable financial emergency" is an unanticipated
emergency that is caused by an event beyond the control of the
Participant or Beneficiary and that would result in severe
financial hardship to the individual if the emergency
distribution were not permitted. Cash needs arising from
foreseeable events, such as the purchase of a residence or
education expenses for children shall not be considered the
result of an unforeseeable financial emergency. For purposes
of this Plan, an "unforeseeable financial emergency" is limited
to an event described in Treasury Regulation section 1.401(k)-
1(d)(2)(iv)(A)(1) or (4). For purposes of this Plan, a
distribution is in "the amount necessary to satisfy the
emergency" only if the requirements of Treasury Regulation
section 1.401(k)-1(d)(2)(iv)(B) are satisfied. The Committee
shall also grant a waiver of the Participant's agreement to
defer a stated amount of Salary and Bonus upon finding that the
Participant has suffered an unforeseeable financial emergency.
The waiver shall be for such period of time as the Committee
deems necessary under the circumstances to relieve the
hardship.
3.6 Crediting of Earnings - As of the close of business on each
Determination Date the designated Deferred Benefit Account of
each Participant shall be valued and adjusted to preserve for
each Participant his proportionate interest in the related funds
as if such accounts held actual assets and such assets were
among such investment funds as the Participant, retired
Participant or Beneficiary elected pursuant to Section 3.8. As
of each Determination Date the Deferred Benefit Accounts of
each Participant shall be adjusted to reflect the effect of
income, collected and accrued, realized and unrealized profits
and losses, expenses which would have been incurred in
connection with the sale, investment and reinvestment of the
investment funds (such as brokerage, postage, express and
insurance charges and transfer taxes), and all other transactions
with respect to the related fund as follows:
(a) The current market value of the assets which would
have been held in each of the funds shall be determined
by the Committee, and
(b) The separate balances of each Participant's Deferred
Benefit Accounts under each of the related funds shall
be adjusted by multiplying by the ratio that the current
market value of such funds as determined above bears
to the aggregate of the Deferred Benefit Account
balances which would have been held under such fund
if such fund held actual assets.
The current market value shall be fair market value on the
Determination Date as determined by the Committee in
accordance with generally accepted valuation principles applied
on a consistent basis. Each Participant's Deferred Benefit
Account shall then be appropriately credited with his deferred
amounts as set forth in Section 3.7.
3.7 Determination of Account. The balance of each Participant's
Deferred Benefit Account as of each Determination Date shall
be calculated as follows, using the terms and methods in the
order defined below:
(a) Beginning Balance:
The balance on the beginning of the first day of
the quarter. This equals the Ending Balance as
of the end of the day on the prior Determination
Date.
(b) Sub-Ending Balance:
The Beginning Balance, less any distributions
made after the prior Determination Date and up
through and including the current Determination
Date.
(c) Investment Earnings:
Investment earnings, gains and losses determined
pursuant to Section 3.6 will be credited to each
Participant's Deferred Benefit Account as of
each Determination Date.
(d) Participant Deferrals and Interest:
Participant deferrals made after the prior Determination
Date and up through and including the current
Determination Date, plus interest from the date credited
pursuant to Section 3.3 through such Determination
Date at a rate yielding interest equivalent to the per
annum secondary market discount rate for six-month
U.S. Treasury Bills as published by the Federal Reserve
Board for the calendar week ending prior to January 1
(for interest to be credited for either of the two
subsequent fiscal quarters ending March 31 or June 30)
or prior to July 1 (for interest to be credited for
either of the subsequent fiscal quarters ending on
September 30 or October 31).
(e) Ending Balance:
The Sub-Ending Balance plus investment
earnings, gains and losses and Participant
Deferrals and Interest.
3.8 Investment Funds and Elections - Participants, retired
Participants, and Beneficiaries may elect that their Deferred
Benefit Account be credited with earnings, gains and losses as
if such accounts held actual assets and such assets were among
such investment funds as the Company may designate. Any
such direction of investment shall be subject to such rules as
the Company and the Committee may prescribe, including,
without limitation, rules concerning the manner of providing
investment directions, the frequency of changing such
investment directions, and method of crediting earnings, gains
and losses for any portion of a Deferred Benefit Account which
is not covered by any valid investment directions. The
investment funds which the Company may designate shall
include but not be limited to the following types of funds,
which can be managed on an individual basis or as part of a
mutual fund, as the Company shall determine:
(a) money market funds;
(b) common stock funds;
(c) bond funds;
(d) balanced funds;
(e) investment funds which are primarily invested in
insurance contracts; and
(f) investment funds which are provided for under
insurance contracts.
The Company shall have the sole discretion to determine the
number of investment funds to be designated hereunder and the
nature of the funds and may change or eliminate the investment
funds provided hereunder from time to time. The Committee
shall determine the rate of earnings, gains and losses to be
credited to Participant's Deferred Benefit Accounts under this
Plan with respect to any such investment fund for any period,
taking into account the return, net of any expenses which
would have been incurred in connection with the sale,
investment and reinvestment of the investment funds (such as
brokerage, postage, express and insurance charges and transfer
taxes), of such investment funds for such period.
3.9 Reallocations. A Participant may elect to reallocate, effective
as of the first Determination Date following his election, all or
any whole percentage portion of his Deferred Benefit Account.
3.10 Vesting of Deferred Benefit Account. A Participant shall be
100 percent vested in his Deferred Benefit Account equal to the
amount of Salary and Bonus he deferred into the Deferred
Benefit Account and the earnings, gains or losses credited
thereon.
IV. BENEFITS
4.1 Inservice Distribution. At the time a Participant executes an
Agreement, he may elect to receive a return of his deferrals.
The amount of the return of deferral shall be equal to the lesser
of the amount deferred in a specific year or the Participant's
Deferred Benefit Account. Each such return of deferral shall
be made in a lump sum as soon as administratively feasible on
or after the last business day of October of the fifth, tenth or
fifteenth year following the year in which the deferral is
earned, provided that the Participant continues in the employ
of the Company, its subsidiary or affiliated company until such
date. Once the Participant elects to receive his return of
deferral, the election shall be irrevocable. A return of
deferral pursuant to this Section 4.1 shall only be paid
prior to a Participant's Termination of Service. Any return
of deferral paid shall be deemed a distribution, and shall be
deducted from the Participant's Deferred Benefit Account. A
separate return of deferrals election shall be made for each
Deferral Year.
4.2 Retirement Benefit. Subject to Section 4.6 below, upon a
Participant's Retirement Date, he shall be entitled to receive
the amount of his Deferred Benefit Account. The form of
benefit payment, and the commencement of such benefit, shall
be as provided in Section 4.6.
4.3 Termination Benefit. Upon the Termination of Service of a
Participant prior to his Retirement Date, for reasons other than
death or Disability, the Company shall pay to the Participant,
a benefit equal to his Deferred Benefit Account.
Unless otherwise directed by the Committee, the termination
benefit shall be payable in a lump sum as set forth in Section
4.11 following the Participant's Termination of Service. Upon
a Termination of Service, the Participant shall immediately
cease to be eligible for any other benefit provided under this
Plan.
4.4 Death Benefits. Upon the death of a Participant or a retired
Participant, the Beneficiary of such Participant shall receive
the Participant's remaining Deferred Benefit Account. Payment
of a Participant's remaining Deferred Benefit Account shall be
in accordance with Section 4.6.
4.5 Disability. In the event of a Termination of Service due to
Disability prior to his Retirement Date, a disabled Participant
shall receive his remaining Deferred Benefit Account. Payment
of a Participant's remaining Deferred Benefit Account shall be
in accordance with Section 4.6.
4.6 Form of Benefit Payment.
(a) Upon the happening of an event described in Sections
4.1, 4.2, 4.3, 4.4, or 4.5, the Company shall pay to the
Participant the amount specified therein in a lump sum.
(b) In the event that a Participant retires as described in
Section 4.2, the Participant may, with the consent of
the Committee, elect an installment form of benefit
payments. The written request must be made prior to
December 31 of the calendar year preceding the
Participant's Retirement Date. The Committee may, in
its discretion, grant the Participant's request.
(c) In the event of the death of the Participant, as
described in Section 4.4, the Participant's
Beneficiary may, with the consent of the Committee,
elect an installment benefit payment. This written
request must be made no later than thirty (30) days
after the Participant's date of death. The Committee
may, in its discretion, grant such Beneficiary's
request.
(d) In the event that a Participant terminates service due to
a Disability as described in Section 4.5, the
Participant may, with the consent of the Committee, elect
an installment form of benefit payment. The written
request must be made no later than thirty (30) days
after the date the Participant is determined to be
disabled by the Retirement Committee of the Kimberly-
Clark Salaried Employees' Retirement Plan. The
Committee may, in its discretion, grant the Participant's
request.
(e) In the event that installment payments are to be made
pursuant to Subsections 4.6(b), (c) or (d), such
payments shall be in quarterly installments commencing
as soon as administratively feasible after the Committee
grants the request for an installment form of benefit
payment. Such quarterly installments shall be payable
in approximately equal amounts over a period, no less
than two (2) calendar years and no more than ten (10)
calendar years.
Initially, the amount of any installments under the
installment form of payment described in this
Subsection 4.6(e) shall be equal to the balance of the
Participant's Deferred Benefit Account to be distributed
divided by the number of installments to be paid. The
amount of the installment payments shall be recomputed
annually and the installment payments shall be increased
or decreased to reflect any changes in the Participant's
Deferred Benefit Account due to fluctuations in
earnings, gains and losses on the remaining balance and
the number of remaining installments. Quarterly
installments payments will be made on the last business
day of January, April, July and October.
4.7 Limitations on the Annual Amount Paid to a Participant.
Notwithstanding any other provisions of this Plan to the
contrary, in the event that a portion of the payments due a
Participant pursuant to Sections 3.5, 4.1, 4.2, 4.3, 4.4, 4.5, or
4.6 would not be deductible by the Company pursuant to
Section 162(m) of the Code, the Company, at its discretion,
may postpone payment of such amounts to the Participant until
such time that the payments would be deductible by the
Company. Provided, however, that no payment postponed
pursuant to this Section 4.7 shall be postponed beyond the first
anniversary of such Participant's Termination of Service.
4.8 Change of Control and Lump Sum Payments
(a) If there is a Change of Control, notwithstanding any
other provision of this Plan, any Participant who has a
Deferred Benefit Account hereunder may, at any time
during a twenty-four (24) month period immediately
following a Change of Control, elect to receive an
immediate lump sum payment of the balance of his
Deferred Benefit Account, reduced by a penalty equal
to ten percent (10%) of the Participant's Deferred
Benefit Account as of the Determination Date. The ten
percent (10%) penalty shall be permanently forfeited
and shall not be paid to, or in respect of, the
Participant.
(b) If there is a Change of Control, notwithstanding any
other provision of this Plan, any retired or disabled
Participant, or Beneficiary, who has a Deferred Benefit
Account hereunder may, at any time during a twenty-
four (24) month period immediately following a Change
of Control, elect to receive an immediate lump sum
payment of the balance of his Deferred Benefit
Account, reduced by a penalty equal to five percent
(5%) of the Participant's Deferred Benefit Account as
of the Determination Date. The five percent (5%)
penalty of the retired Participant's or Beneficiary's
Deferred Benefit Account shall be permanently forfeited
and shall not be paid to, or in respect of, the retired
Participant or Beneficiary.
(c) In the event no such request is made by a Participant,
a retired or disabled Participant or Beneficiary, the
Plan and Agreement shall remain in full force and effect.
4.9 Change In Credit Rating and Lump Sum Payments
In the event the Company's financial rating falls below
Investment Grade, a Participant, retired or disabled Participant,
or Beneficiary may at any time during a six (6) month period
following the reduction in the Company's financial rating, elect
to receive an immediate lump sum payment of the balance of
his Deferred Benefit Account reduced by a penalty equal to ten
percent (10%) of the Participant's Deferred Benefit Account or
five percent (5%) of the retired or disabled Participant's or
Beneficiary's Deferred Benefit Account. The penalties accrued
hereunder shall be permanently forfeited and shall not be paid
to, or in respect of, the Participant, retired or disabled
Participant or Beneficiary.
In the event no such request is made by a Participant, retired
or disabled Participant or Beneficiary, the Plan and Agreement
shall remain in full force and effect.
4.10 Tax Withholding. To the extent required by law in effect at
the time payments are made, the Company shall withhold any
taxes required to be withheld by any Federal, State or local
government.
4.11 Commencement of Payments. Unless otherwise provided,
commencement of payments under this Plan shall be as soon as
administratively feasible on or after the last business day of
the month following the Determination Date after receipt of
notice and approval by the Committee of an event which entitles
a Participant or a Beneficiary to payments under this Plan.
Amounts payable hereunder shall be credited with interest from
the Determination Date to the day prior to payment at a rate
yielding interest equivalent to the per annum secondary market
discount rate for six-month U.S. Treasury Bills as published by
the Federal Reserve Board for the calendar week ending prior
to January 1 (for interest to be credited for either of the
subsequent fiscal quarters ending March 31 or June 30) or
prior to July 1 (for interest to be credited for either of the
subsequent fiscal quarters ending on September 30 or
December 31).
4.12 Recipients of Payments: Designation of Beneficiary. All
payments to be made by the Company under the Plan shall be
made to the Participant during his lifetime, provided that if the
Participant dies prior to the completion of such payments, then
all subsequent payments under the Plan shall be made by the
Company to the Beneficiary determined in accordance with this
Section. The Participant may designate a Beneficiary by filing
a written notice of such designation with the Committee in such
form as the Committee requires and may include contingent
Beneficiaries. The Participant may from time-to-time change
the designated Beneficiary by filing a new designation in
writing with the Committee. If no designation is in effect at
the time when any benefits payable under this Plan shall
become due, the Beneficiary shall be the spouse of the
Participant, or if no spouse is then living, the representatives
of the Participant's estate.
V. CLAIMS FOR BENEFITS PROCEDURE
5.1 Claim for Benefits. Any claim for benefits under the Plan shall
be made in writing to any member of the Committee. If such
claim is wholly or partially denied by the Committee, the
Committee shall, within a reasonable period of time, but not
later than sixty (60) days after receipt of the claim, notify the
claimant of the denial of the claim. Such notice of denial shall
be in writing and shall contain:
(a) The specific reason or reasons for denial of the claim;
(b) A reference to the relevant Plan provisions upon which
the denial is based;
(c) A description of any additional material or information
necessary for the claimant to perfect the claim, together
with an explanation of why such material or information
is necessary; and
(d) An explanation of the Plan's claim review procedure.
If no such notice is provided, the claim shall be deemed to
have been denied.
5.2 Request for Review of a Denial of a Claim for Benefits. Upon
the receipt by the claimant of written notice of denial of the
claim, the claimant may file a written request to the
Committee, requesting a review of the denial of the claim,
which review shall include a hearing if deemed necessary by
the Committee. In connection with the claimant's appeal of the
denial of his claim, he may review relevant documents and
may submit issues and comments in writing.
5.3 Decision Upon Review of Denial of Claim for Benefits. The
Committee shall render a decision on the claim review
promptly, but no more than sixty (60) days after the receipt of
the claimant's request for review, unless special circumstances
(such as the need to hold a hearing) require an extension of
time, in which case the sixty (60) day period shall be extended
to 120 days. Such decision shall:
(a) Include specific reasons for the decision;
(b) Be written in a manner calculated to be understood by
the claimant; and
(c) Contain specific references to the relevant Plan
provisions upon which the decision is based.
The decision of the Committee shall be final and binding in all
respects on both the Company and the claimant.
VI. ADMINISTRATION
6.1 Committee. The Plan shall be administered by the Committee.
The Committee shall elect one of its members as chairman.
Members of the Committee shall not receive compensation for
their services. Committee expenses shall be paid by the
Company. Members of the Committee or agents of the
Committee may be Participants under the Plan. No member of
the Committee who is also a Participant shall be involved in
the decisions of the Committee regarding any determination of
any claim for benefit with respect to himself.
6.2 General Rights, Powers, and Duties of Committee. The
Committee shall be responsible for the management, operation,
and administration of the Plan. The Committee may designate
a Committee member or an officer of the Company as Plan
Administrator. Absent such delegation, the Committee shall be
the Plan Administrator. The Plan Administrator shall perform
duties as designated by the Committee. In addition to any
powers, rights and duties set forth elsewhere in the Plan, it
shall have the following powers and duties:
(a) To adopt such rules and regulations consistent with the
provisions of the Plan as it deems necessary for the
proper and efficient administration of the Plan;
(b) To administer the Plan in accordance with its terms and
any rules and regulations it establishes;
(c) To maintain records concerning the Plan sufficient to
prepare reports, returns and other information required
by the Plan or by law;
(d) To construe and interpret the Plan including any
doubtful or contested terms and resolve all questions
arising under the Plan;
(e) To direct the Company to pay benefits under the Plan,
and to give such other directions and instructions as
may be necessary for the proper administration of the
Plan;
(f) To employ or retain agents, attorneys, actuaries,
accountants or other persons, who may also be
Participants in the Plan or be employed by or represent
the Company, as it deems necessary for the effective
exercise of its duties, and may delegate to such agents
any power and duties, both ministerial and
discretionary, as it may deem necessary and
appropriate; and
(g) To be responsible for the preparation, filing and
disclosure on behalf of the Plan of such documents and
reports as are required by any applicable Federal or
State law.
6.3 Information to be Furnished to Committee. The Company shall
furnish the Committee such data and information as it may
require. The records of the Company shall be determinative of
each Participant's period of employment, termination of
employment and the reason therefor, leave of absence,
reemployment, Years of Service, personal data, and Salary and
Bonus reductions. Participants and their Beneficiaries shall
furnish to the Committee such evidence, data, or information,
and execute such documents as the Committee requests.
6.4 Responsibility. No member of the Committee, the
Compensation Committee or the Board of Directors of the
Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan.
6.5 Committee Review. Any action on matters within the
discretion of the Committee shall be final and conclusive as to
all Participants, retired Participants, Beneficiaries and other
persons claiming rights under the Plan. The Committee shall
exercise all of the powers, duties and responsibilities set forth
hereunder in its sole discretion.
VII. AMENDMENT AND TERMINATION
7.1 Amendment. The Plan may be amended in whole or in part by
either the Board of Directors or the Compensation Committee
at any time. Notice of any such amendment shall be given in
writing to the Committee and to each Participant and each
Beneficiary. No amendment shall decrease the value of a
Participant's Deferred Benefit Account.
7.2 Company's Right to Terminate. The Board of Directors may
terminate the Plan and may terminate any Agreements
pertaining to the Participant at any time after the Effective
Date of the Plan. In the event of any such termination, the
Participant shall be entitled to the amount of his Deferred
Benefit Account determined under Section 3.7 as of the date of
any such termination. Such benefit shall be paid to the
Participant in quarterly installments over a period of no more
than ten (10) years, except that the Company, in its sole
discretion, may pay out such benefit in a lump sum or in
installments over a period shorter than ten (10) years.
VIII. MISCELLANEOUS
8.1 No Implied Rights; Rights on Termination of Service. Neither
the establishment of the Plan nor any amendment thereof shall
be construed as giving any Participant, retired Participant,
Beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan
or conferred by specific action of the Company in accordance
with the terms and provisions of the Plan. Except as expressly
provided in this Plan, the Company shall not be required or be
liable to make any payment under the Plan.
8.2 No Right to Company Assets. Neither the Participant nor any
other person shall acquire by reason of the Plan any right in or
title to any assets, funds or property of the Company
whatsoever including, without limiting the generality of the
foregoing, any specific funds, assets, or other property which
the Company, in its sole discretion, may set aside. Any
benefits which become payable hereunder shall be paid from
the general assets of the Company. The Participant shall have
only a contractual right to the amounts, if any, payable
hereunder unsecured by any asset of the Company. Nothing
contained in the Plan constitutes a guarantee by the Company
that the assets of the Company shall be sufficient to pay any
benefit to any person.
8.3 No Employment Rights. Nothing herein shall constitute a
contract of employment or of continuing service or in any
manner obligate the Company to continue the services of the
Participant, or obligate the Participant to continue in the
service of the Company, or as a limitation of the right of the
Company to discharge any of its employees, with or without
cause. Nothing herein shall be construed as fixing or regulating
the Salary and Bonus payable to the Participant.
8.4 Offset. If, at the time payments or installments of payments are
to be made hereunder, the Participant, retired Participant or the
Beneficiary are indebted or obligated to the Company, then the
payments remaining to be made to the Participant, retired
Participant, or the Beneficiary may, at the discretion of the
Company, be reduced by the amount of such indebtedness or
obligation, provided, however, that an election by the Company
not to reduce any such payment or payments shall not
constitute a waiver of its claim for such indebtedness or
obligation.
8.5 Non-assignability. Neither the Participant nor any other person
shall have any voluntary or involuntary right to commute, sell,
assign, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which
are expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall be, prior to actual
payment, subject to seizure or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed
by the Participant or any other person, or be transferable by
operation of law in the event of the Participant's or any other
person's bankruptcy or insolvency.
8.6 Successors, Mergers, and Consolidations. The Plan and any
Agreement thereunder shall inure to the benefit of and be
binding upon (i) the Company and its successors and assigns,
including without limitation, any corporation into which the
Company may be merged or consolidated, or which acquires
all or substantially all of the assets and business of the
Company and (ii) the Participant and his heirs, executors,
administrators and legal representatives.
8.7 Notice. Any notice required or permitted to be given under the
Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail, and if given to the
Company, delivered to the principal office of the Company,
directed to the attention of the Committee. Such notice shall
be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or the
receipt for registration or certification.
8.8 Governing Laws. The Plan shall be construed and administered
according to the laws of the State of Wisconsin.
IN WITNESS WHEREOF, the Company has adopted this KIMBERLY-
CLARK CORPORATION DEFERRED COMPENSATION PLAN as of
October 1, 1994.
KIMBERLY-CLARK CORPORATION
By:
Wayne R. Sanders
Chairman of the Board
and Chief Executive Officer