Exhibit 10a
KIMBERLY-CLARK CORPORATION
MANAGEMENT ACHIEVEMENT AWARD PROGRAM
AS AMENDED AND RESTATED AS OF JANUARY 1, 1997
MANAGEMENT ACHIEVEMENT AWARD PROGRAM
AS AMENDED AND RESTATED AS OF JANUARY 1, 1997
1. PURPOSE
This Management Achievement Award Program ("MAAP" or the "Plan") is
amended and restated as of January 1, 1997. The purpose of MAAP is to
further unite the interests of the stockholders of the Company and its
key executives through:
(a) the annual establishment of Company objectives and the
maintenance of a dividend level which are deemed by the Company's
Board of Directors (the "Board") to be in the best short- and
long-range interests of the Company, and
(b) the annual payment, or provision for future payment, of incentive
compensation to each eligible participating key executive in the
form of a cash award which is in an amount significantly above
competitive base salary, provided his or her performance has
meaningfully contributed to the attainment of Company objectives.
2. ELIGIBILITY
Employees eligible to participate in MAAP (the "Participant") shall
include any employee of the Company or any subsidiary or affiliate
whose position is evaluated under the Company's Exempt Salary
Administration Program (the "Salary Program") at 994 total Hay points,
or more, with at least 304 accountability points. Notwithstanding the
above, the Chief Executive Officer (the "CEO") of the Company or the
Compensation Committee of the Board (the "Compensation Committee")
may, in their sole discretion, determine that an employee of the
Company or any subsidiary or affiliate is to be eligible to
participate in MAAP, or exclude any employee who is otherwise
determined to be eligible.
3. OBJECTIVE AREAS AND PERFORMANCE LEVELS
Prior to the beginning of each calendar year, or as soon thereafter as
reasonably practicable, performance objectives (the "Objective(s)")
shall be established for each Participant in one or more of the four
objective areas ("Objective Areas"), i.e. Corporate, Group, Sector or
Individual.
The Board shall establish the Objective(s) and any Control Measures
(as defined in section 6 below) in the Corporate Objective Area. The
CEO, or his delegate, shall establish the Objectives and any Control
Measures in all Group, Sector and Individual Objective Areas for all
Participants, except as otherwise determined by the Compensation
Committee.
For each Objective there may be established performance levels
("Performance Level(s)") which shall consist of successively better
standards or ranges taking into consideration actual progress in the
calendar year in accomplishing the Objective(s). These performance
levels shall be defined as "No Progress," "Some Progress,"
"Significant Progress," "Achieved Business Plan" and "Achieved Stretch
Objectives."
For the Group or Sector Objectives there may be established
Performance Levels under which the percentage of the incentive payout
shall be determined by taking into consideration actual progress in
the calendar year in achieving the Group or Sector profit center
earnings (PCE) Objective. A payment range, with a minimum and maximum
payment, may be established for the Group or Sector Objective.
From time to time, it may be desirable to establish the Objective(s)
in such a manner that specific Performance Levels cannot be defined.
In such cases, the specific Performance Level(s) will be determined
pursuant to section 7 of this Plan.
The Objective(s) in the Individual Objective Area for a Participant
may be defined to include specific target areas on which such
Participant should focus during the year.
The original definition of any and all Objectives, Objective Areas,
Performance Levels, Percentage Weightings (as defined in section 4
below), and Control Measures shall not be changed during the course of
a calendar year, except by the approval of the individual or body who
originally approved the same. When mid-calendar year changes in the
Company's accounting or internal reporting policies have the effect of
making the financial results between two periods not fairly comparable
for the purpose of properly measuring performance where Objectives are
stated in financial terms, such results may be adjusted in such manner
as shall be deemed fair and appropriate by the individual or body who
originally approved the Objective.
4. OBJECTIVE AREA WEIGHTINGS
Coincident with the establishment of Objective Areas, Objectives, and
Performance Levels, the CEO, or his delegate, or the Compensation
Committee in the case of employees who are either directors of the
Company or officers of the Company who are elected by the Board, shall
establish a percentage weighting ("Percentage Weighting") applicable
to each Objective Area, or, where applicable, to each Objective within
an Objective Area. The total of all Percentage Weightings in all
Objective Areas for each Participant shall be 100 percent.
5. ACCOUNTABILITY POINT VALUATION
Prior to the beginning of each calendar year, or as soon thereafter as
reasonably practicable, the Board shall, after review by the
Compensation Committee, establish the value of each Accountability
Point as established under the Salary Program at the following
Performance Levels: "Some Progress," "Significant Progress,"
"Achieved Business Plan," and "Achieved Stretch Objective." Provided,
however, the value of each Accountability Point under the Group or
Sector Objective may be established such that the percentage of the
incentive payout shall be determined by taking into consideration
actual progress in the calendar year in achieving the Group or Sector
PCE Objective. Such valuations shall at all times take into account
the basic purposes of MAAP, and shall in no event result in the
potential obligation to pay incentive compensation which, in the
Board's opinion, is not in the best short- and long-range interests of
the Company.
6. CONTROL MEASURES
At the time the Objectives are established, there may also be
established certain conditions known as control measures ("Control
Measures") which are either personal as to one individual, or general
as to a group of individuals. Failure to fulfill a Control Measure
may partially or totally deprive the individual to whom the Control
Measure applies of the right to receive an award, notwithstanding the
level of performance attained on any or all Objectives, or in any or
all Objective Areas.
In the event that the Company's dividend rate is reduced, other than
by reason of stock splits or other similar events having no effect on
the actual amount paid out in dividends, no award shall be paid under
MAAP for performance during the calendar year in which such a
reduction occurs. This shall be a Control Measure and shall apply in
each calendar year during which the Plan is in effect.
7. ASCERTAINMENT OF PERFORMANCE LEVELS
The Performance Level actually attained with respect to any Objective
or Control Measure stated in financial terms, and the payment with
respect thereto, shall be determined upon the completion of audited
results of the Company and its subsidiaries.
When specific Performance Levels in the Corporate Objective Area have
not been defined under section 3 of this Plan, the Board will
determine the Performance Level attained following the end of the
calendar year.
The Performance Level attained with respect to any Group or Sector
Objective or Control Measure stated in nonfinancial terms shall be
determined and approved by all levels in the chain of command which
originally approved or defined such Objective or Control Measure
following the end of the calendar year.
Performance in the Individual Objective Area will be determined by the
CEO, or his delegate, following the end of the calendar year, based
upon the Participant's performance with respect to the specified
target areas.
Notwithstanding the above, the Compensation Committee may, in its sole
discretion, authorize that such determinations of the Performance
Levels attained be made prior to the end of the calendar year, and
that the payment of awards be made pursuant to section 10 of this
Plan.
8. AMOUNT OF INCENTIVE COMPENSATION
The amount of incentive compensation an employee is eligible to
receive depends upon:
(a) the Percentage Weighting applicable to that Objective Area,
(b) the value of an Accountability Point (as established under
the Salary Program) which applies as a consequence of the
Performance Level attained in that area, and
(c) the Accountability Points assigned to the position.
Performance in each Objective Area shall be valued by multiplying (a)
times (b) times (c).
Except as otherwise hereinafter provided, the total award a
Participant is eligible to receive is the sum of the values
attributable to performance actually attained in each Objective Area,
as determined by the preceding paragraph.
9. ADJUSTMENT OF AWARD
Except as otherwise determined by the Compensation Committee, in its
sole and absolute discretion, the amount of an award may be adjusted
by the CEO, in his sole discretion, to more accurately reflect an
individual Participant's performance during the calendar year.
The amount of the award, in the event of transfers to, from, or
between MAAP eligible positions may be reviewed, and may be adjusted
and prorated, on such basis as shall be determined fair and equitable
by the CEO, or his delegate.
Adjustments may be made in the amount of an award after the potential
thereof has been authorized, if the applicable position is reevaluated
under the Salary Program during the calendar year, on such basis as
shall be determined fair and equitable by the CEO, or his delegate.
Termination of employment for any reason other than death, retirement,
or total and permanent disability shall result in a forfeiture of any
MAAP award attributable to performance during the calendar year in
which termination occurred. A Participant's death, retirement, or
total and permanent disability may result in the pro rata or other
adjustment to the amount of the award on such basis as shall be
determined fair and equitable by the CEO, or his delegate.
Notwithstanding any provision of MAAP, no award shall be paid to any
individual who, in any calendar year, has discharged his principal
accountabilities in a manner deemed unacceptable under the Salary
Program.
10. PAYMENT OF AWARDS
Awards shall be paid in one lump sum in cash in the first calendar
quarter following the calendar year for which the Objectives were
established. Notwithstanding the above, the Compensation Committee
may make payments at such earlier times as it may, in its sole
discretion, determine, and the Compensation Committee, or the CEO, in
their sole discretion, will make such determinations as to
performance, and establish procedures (including repayment of any
overpayment which is determined after the completion of the final
audit), implementing such early payment.
Prior to becoming entitled to receive an award, an individual may
elect to defer the receipt thereof to some future date or dates.
Deferred MAAP awards shall not bear interest.
11. ADMINISTRATION AND INTERPRETATION
Except as otherwise provided by this Plan, the Compensation Committee
has discretionary authority to construe and interpret the Plan and to
resolve all questions arising thereunder, and such action shall be
final and conclusive as to all individuals affected thereby.
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 MAAP 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 Board may, at any time, amend this Plan, order the temporary
suspension of its application, or terminate it in its entirety,
provided, however, that no such action shall adversely affect the
rights or interests of Participants theretofore vested hereunder.
MAAP is hereby amended and restated effective as of January 1, 1997.