Exhibit 10c
FOURTH AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN FOR DIRECTORS
OF
KIMBERLY-CLARK CORPORATION
ARTICLE 1
Introduction
1.1 Recitals.
(a) Whereas, effective January 1, 1983 the Board of Directors (the
"Board") of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), approved and adopted the Deferred Compensation Plan for
Directors for the purpose of allowing Directors (as defined in Section
1.3(k) below) to irrevocably elect to defer the receipt of fees owing
to them for service on, and attending meetings of, the Board and
committees thereof during any Plan Year (as defined in Section 1.3(n))
and to irrevocably fix the date(s) of receipt thereof, and to assist
the Corporation in attracting and retaining qualified individuals to
serve as directors;
(b) Whereas, the Deferred Compensation Plan for Directors
previously was amended and restated by the Board effective August 31,
1986 (the "Amended and Restated Deferred Compensation Plan for
Directors");
(c) Whereas, the Amended and Restated Deferred Compensation Plan
for Directors previously was amended and restated, effective May 1,
1991 (the ``Second Amended and Restated Deferred Compensation Plan for
Directors'');
(d) Whereas, the Second Amended and Restated Deferred Compensation
Plan for Directors previously was amended and restated, effective
August 15, 1996 (the ``Third Amended and Restated Deferred Compensation
Plan for Directors''); and
(e) Whereas the Board desires to amend and restate the Third
Amended and Restated Deferred Compensation Plan for Directors in its
entirety;
NOW, THEREFORE, the Third Amended and Restated Deferred Compensation
Plan for Directors hereby is amended and restated to read in its entirety
as set forth herein, effective February 20, 1997.
1.2 Name and Purpose. The name of this plan is the "Fourth Amended and
Restated Deferred Compensation Plan for Directors of Kimberly-Clark
Corporation" (the "Plan"). The purpose of the Plan is as stated in Section
1.1(a) above.
1.3 Definitions. Whenever used in the Plan, the following terms shall
have the meaning set forth or referenced below:
(a) "Account" means a Cash Account or a Stock Account.
(b) "Board" has the meaning set forth in Section 1.1(a) above.
(c) "Business Day" means a day except for a Saturday, Sunday or a
legal holiday.
(d) "Cash Account" means an Account which reflects the Compensation
deferred by a Participant pursuant to Section 2.4.
(e) "Cash Credit" means a credit to a Cash Account, expressed in
whole dollars and fractions thereof.
(f) "Closing Price" means the closing price of the Common Stock as
reported in the New York Stock Exchange Composite Transactions
published in The Wall Street Journal.
(g) "Committee" means the Compensation Committee of the Board.
(h) "Common Stock" means (i) the common stock, $1.25 par value per
share, of the Corporation, adjusted as provided in Section 2.9, or (ii)
if there is a merger or consolidation and the Corporation is not the
surviving corporation thereof, the capital stock of the surviving
corporation given in exchange for such common stock of the Corporation.
(i) "Compensation" means all remuneration paid to a Director for
services to the Corporation as a director, other than reimbursement for
expenses, and shall include retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees thereof.
(j) "Corporation" has the meaning set forth in Section 1.1(a)
above.
(k) "Director" means any individual serving on the Board who is not
an employee of the Corporation or any of its subsidiaries, affiliates
or equity companies.
(l) "Participant" means a Director who has filed an election to
participate in the Plan under Section 2.2 with regard to any Plan Year.
(m) "Plan" has the meaning set forth in Section 1.2 above.
(n) "Plan Year" means the calendar year.
(o) "Retire" or "Retires" shall mean the ending of a Director's
service as a member of the Board, but shall not include the ending of
such service by reason of death.
(p) "Stock Account" means an Account which reflects the
Compensation deferred by a Participant pursuant to Section 2.3.
(q) "Stock Credit" means a credit to a Stock Account established
pursuant to Section 2.3, and calculated pursuant to Section 2.5.
ARTICLE 2
Participation in the Plan
2.1 Eligibility. Any Director may participate in the Plan.
2.2 Election to Participate.
(a) Each Director, and each first time nominee for Director, may
elect to defer payment of all or any portion of his Compensation that
is payable during any Plan Year. Such election must be made prior to
the date that services are rendered in the Plan Year in which such
Compensation otherwise would be paid and shall be irrevocable
thereafter for such Plan Year; provided, however, that an election by a
Director or nominee pursuant to this paragraph (a) for any Plan Year
(or portion thereof) shall be valid and effective for all purposes for
all succeeding Plan Years, unless and until such election is revoked or
modified by such Director prior to the date that services are rendered
in such succeeding Plan Year(s); and, provided further, that no such
election, revocation or modification may be made within six months of
another such election, revocation or modification if the exemption
afforded by Rule 16b-3 under Section 16 (as defined in Section 4.5)
would not be available as a result thereof.
(b) An election to defer any Compensation under the Plan shall:
(i) be in writing; (ii) be delivered to the Secretary of the
Corporation; (iii) contain, or be deemed to contain, the matters set
forth in Section 2.3 below, in accordance with the terms thereof; and
(iv) be irrevocable in all respects with respect to the Plan Year or
Plan Years to which the election relates. If a Director does not elect
to defer Compensation payable to him during a Plan Year, all such
Compensation shall be paid directly to such Director in accordance with
resolutions adopted by the Board from time to time.
2.3 Mode of Deferral. A Participant may elect to defer all or a
portion of his Compensation for a Plan Year to a Cash Account, a Stock
Account, or a combination of both such Accounts. A separate Cash Account
and/or Stock Account, as appropriate, shall be established for a
Participant for each Plan Year in which he participates in the Plan. The
Secretary of the Corporation shall maintain such Accounts in the name of
the Participant. Any such election with respect to the Account or Accounts
to which his Compensation for a Plan Year shall be deferred shall be
specified in the election referred to in Section 2.2(b) above that is
delivered by the Director to the Secretary, and shall be irrevocable. If a
Participant fails to elect the Account to which deferral shall be made, he
shall be deemed to have irrevocably elected deferral to the Cash Account.
Compensation deferred to a Cash Account or Stock Account shall result in
Cash Credits or Stock Credits, respectively.
2.4 Cash Account. The Cash Account of a Participant established with
respect to a Plan Year shall be credited, as of the day of such Plan Year
on which the deferred Compensation otherwise would have been payable to
such Participant, with Cash Credits equal to the dollar amount of such
deferred Compensation. As of the last day of each calendar quarter, or as
of the date the Account is distributed, if earlier, such Cash Account shall
be credited with additional Cash Credits in an amount equal to the product
of (a) the daily average balance in such Cash Account during such quarter
and (b) one-fourth of a rate yielding interest equal to the per annum
market discount rate for six-month U.S. Treasury Bills as published by the
Federal Reserve Board for the seven calendar days immediately prior to
January 1 (for additional Cash Credits to be credited for the subsequent
fiscal quarters ending on March 31 and June 30) or prior to July 1 (for
additional Cash Credits to be credited for the subsequent fiscal quarters
ending September 30 and December 31). In no case, however, shall such
interest rate be less than six percent per annum.
2.5 Stock Account. The Stock Account of a Participant established with
respect to a Plan Year shall be credited, as of the day of such Plan Year
on which the deferred Compensation otherwise would have been payable to
such Participant, with Stock Credits equal to the number of shares of
Common Stock (including fractions of a share) that could have been
purchased with the amount of such deferred Compensation at the average of
the Closing Prices of shares of Common Stock on each Business Day during
the month immediately preceding the month in which such Stock Account is so
credited. As of the date any dividend is paid to holders of shares of
Common Stock, such Stock Account shall be credited with additional Stock
Credits equal to the number of shares of Common Stock (including fractions
of a share) that could have been purchased, at the Closing Price of shares
of Common Stock on such date, with the amount which would have been paid as
dividends on that number of shares (including fractions of a share) of
Common Stock which is equal to the number of Stock Credits then attributed
to such Stock Account. In the case of dividends paid in property other
than cash, the amount of the dividend shall be deemed to be the fair market
value of the property at the time of the payment of the dividend, as
determined in good faith by the Committee.
2.6 Distribution of a Cash Account or a Stock Account.
(a) Distribution of all of the Cash Accounts and Stock Accounts of
a Participant shall commence as of January 15 of the Plan Year
following the Plan Year in which such Participant Retires. If the date
for commencement of such distribution is not a Business Day, such
distribution shall commence on the next succeeding Business Day.
(b) A Participant shall elect the number of annual installments
(not to exceed 20) in which all of the Participant's Cash Accounts and
Stock Accounts maintained on his behalf with respect to Plan Years
after 1997 shall be distributed. If no such election is made by such
Director with respect to such Accounts, the number of installments with
respect thereto shall be deemed to be consistent with the installments
heretofore or hereafter elected with respect to all Plan Years prior to
1998. Such payment or payments shall be in amounts determined pursuant
to Section 2.8 below, and shall be made on the date set forth in
Section 2.6(a) above, and such date of each succeeding Plan Year as
applicable.
(c) A Participant's installment election referred to in paragraph
(b) above must be made prior to December 31 of the calendar year
preceding the date the Participant Retires. Once made, such election
shall apply for all succeeding Plan Years unless modified thereafter.
Such election may be modified by a Participant, but only with the prior
approval of the Committee, no later than December 31 of the calendar
year preceding the date such Participant Retires.
(d) Notwithstanding anything in the Plan to the contrary, each
Participant who was a Director on or after October 1, 1997 may, elect
prior to December 31, 1997 to modify such Director's election with
respect to all Plan Years prior to 1998, but only with the prior
approval of the Committee, so that Cash Accounts and Stock Accounts
maintained with respect to all Plan years prior to 1998 shall be paid
consistent with the Cash Accounts and Stock Accounts maintained with
respect to all Plan Years after 1997 and in accordance with this
Section 2.6 as amended.
2.7 Distribution in Cash. Distribution of a Participant's Cash
Accounts and Stock Accounts shall be made only in cash. No shares of
Common Stock can, may or shall ever be paid to any Director as a
distribution for any Account or for any other purpose under the Plan.
2.8 Installment Amount. The amount of each installment with respect to
a Cash Account of a Participant shall be equal to the product of the
current balance in such Cash Account and a fraction, the numerator of which
is one and the denominator of which is the number of installments yet to be
paid. The amount of each installment with respect to a Stock Account of a
Participant shall be equal to the product of the number of Stock Credits
attributable to such installment and the average of the Closing Prices of
shares of Common Stock on each Business Day in the month immediately prior
to the month in which such installment is to be paid, except as otherwise
specified in Section 2.10 of the Plan. The number of Stock Credits
attributable to an installment with respect to such Stock Account (unless
otherwise specified in the Plan) shall be equal to the product of the
current number of Stock Credits attributed to such Stock Account and a
fraction, the numerator of which is one and the denominator of which is the
number of installments yet to be paid.
2.9 Adjustment. If at any time the number of outstanding shares of
Common Stock shall be increased as the result of any stock dividend, stock
split, subdivision or reclassification of shares, the number of Stock
Credits with which each Stock Account of a Participant is credited shall be
increased in the same proportion as the outstanding number of shares of
Common Stock is increased. If the number of outstanding shares of Common
Stock shall at any time be decreased as the result of any combination,
reverse stock split or reclassification of shares, the number of Stock
Credits with which each Stock Account of a Participant is credited shall be
decreased in the same proportion as the outstanding number of shares of
Common Stock is decreased. In the event the Corporation shall at any time
be consolidated with or merged into any other corporation and holders of
shares of Common Stock receive shares of the capital stock of the resulting
or surviving corporation, there shall be credited to each Stock Account of
a Participant, in place of the Stock Credits then credited thereto, new
Stock Credits in an amount equal to the product of the number of shares of
capital stock exchanged for one share of Common Stock upon such
consolidation or merger and the number of Stock Credits with which such
Account then is credited. If in such a consolidation or merger holders of
shares of Common Stock shall receive any consideration other than shares of
the capital stock of the resulting or surviving corporation or its parent
corporation, the Committee, in its sole discretion, shall determine the
appropriate change in Participants' Accounts.
2.10 Distribution upon Death.
(a) Notwithstanding any other provision of this Plan, upon the
death of a Participant all of such Participant's Cash Accounts and
Stock Accounts shall be paid in a single installment to such person or
persons or the survivors thereof, including corporations,
unincorporated associations or trusts, as the Participant may have
designated. All such designations shall be made in writing and
delivered to the Secretary of the Corporation. A Participant may from
time to time revoke or change any such designation by written notice to
the Secretary. If there is no designation on file with the Secretary
at the time of the Participant's death, or if the person or persons
designated therein shall have all predeceased the Participant or
otherwise ceased to exist, such distributions shall be made to the
executor or administrator of the Participant's estate. Any distribu-
tion under this Section 2.10(a) shall be made as soon as practicable
following the end of the fiscal quarter in which the Secretary is
notified of the Participant's death or is satisfied as to the identity
of the appropriate payee, whichever is later. The amount of an
installment payable under this Section 2.10(a) with respect to a
Participant's Stock Accounts shall be equal to the product of the
number of Stock Credits with which such Stock Accounts then are
credited and the average of the Closing Prices of shares of Common
Stock on each Business Day during the month preceding the month of such
Participant's death.
2.11 Withholding Taxes. The Corporation shall deduct from all
distributions under the Plan any taxes required to be withheld by federal,
state, or local governments.
ARTICLE 3
The Committee
3.1 Authority. The Committee shall have full power and authority to
administer the Plan, including the power to (a) promulgate forms to be used
with respect to the Plan, (b) promulgate rules of Plan administration, (c)
settle any disputes as to rights or benefits arising from the Plan, (d)
interpret the terms of the Plan, (e) amend, modify or terminate the Plan as
provided in Section 4.5 below and (e) make such decisions or take such
action as the Committee, in its sole discretion, deems necessary or
advisable to aid in the proper administration of the Plan; provided,
however that the Committee cannot change or modify any of the irrevocable
elections made by a Participant under Section 2.2(b) above. Any decision
made by the Committee shall be final and binding on the Corporation,
Participants and their heirs or successors.
3.2 Elections, Notices. All elections, notices and designations
required or permitted to be provided to the Committee under the Plan must
be in such form or forms prescribed by, and contain such information as is
required by, the Committee.
ARTICLE 4
Miscellaneous
4.1 Funding. No promise hereunder shall or may be secured by any
assets of the Corporation, and no assets of the Corporation shall otherwise
be designated as attributable or allocated to the satisfaction of such
promises.
4.2 Non-alienation of Benefits. No benefit under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall
be void. No such benefit, prior to receipt thereof pursuant to the
provisions of the Plan, shall be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the Participant.
4.3 Delegation of Administrative Duties. The Committee may delegate to
officers and employees of the Corporation from time to time the power and
authority to carry out and effect the decisions and rules of the Committee.
Any such delegation shall be in writing.
4.4 Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
4.5 Amendment, Modification and Termination of the Plan. The Board or
the Committee at any time may terminate and in any respect amend or modify
the Plan; provided, however, that no such termination, amendment or
modification shall adversely affect the rights of any Participant or
beneficiary, including his rights with respect to Cash Credits or Stock
Credits either credited prior to or in the Plan Year of such termination,
amendment or modification, without his consent; provided further, that no
provision of the Plan which relates to persons eligible to participate in
the Plan or the formula pursuant to which the amount, price and timing of
the crediting of Stock Credits are determined, shall be amended more than
once every six months other than to comport to changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security
Act of 1974 or the rules thereunder. Notwithstanding anything to the
contrary contained herein, the Committee may amend or modify the Plan to
comply with Section 16 of the Securities Exchange Act of 1934 (or successor
statute), as constituted from time to time, or the rules or regulations
promulgated thereunder (collectively, "Section 16"); further, if any
provision of Section 16 would have the effect of requiring the Plan to be
amended or modified in order to retain its exemption from the reporting
requirements of and liability exposure under Section 16, the Plan shall be
deemed to be automatically amended and modified to retain such exemption at
the time that any such provision is effective, and any act or transaction
under the Plan by or involving a Participant, the Board or the Committee in
contravention of the Plan as so amended and modified shall be null and void
ab initio and the Participant, the Board and the Committee shall return the
matter to the status quo ante.
4.6 Successors and Heirs. The Plan and any properly executed
elections hereunder shall be binding upon the Corporation and Participants,
and upon any assignee or successor in interest to the Corporation and upon
the heirs, legal representatives and beneficiaries of any Participant.
4.7 Status of Participants. Stock Credits are not, and do not
constitute, shares of Common Stock, and no right as a holder of shares of
Common Stock shall devolve upon a Participant by reason of his
participation in the Plan.
4.8 Use of Terms. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.
4.9 Statement of Accounts. In February of each Plan Year, each
Participant in the Plan during the immediately preceding Plan Year shall
receive a statement of his Accounts under the Plan as of December 31 of
such preceding Plan Year. Such statement shall be in a form and contain
such information as is deemed appropriate by the Committee.