Exhibit 10i
SUPPLEMENTAL BENEFIT PLAN
TO THE
KIMBERLY-CLARK CORPORATION
SALARIED EMPLOYEES' RETIREMENT PLAN
AMENDED AND RESTATED EFFECTIVE AS OF NOVEMBER 17, 1994
This Supplemental Benefit Plan to the Kimberly-Clark Corporation
Salaried Employees' Retirement Plan (the "Plan") is intended to be an
unfunded "excess benefit plan" within the meaning of Section 3(36) and
4(b)(5) of the Employee Retirement Income Security Act of 1974. As such,
the purpose of this Plan is solely to provide benefits to participants in
the Kimberly-Clark Corporation Salaried Employees' Retirement Plan as
amended and restated from time to time (the "Retirement Plan"), which
exceed the limitation on benefits imposed by Section 415 of the Internal
Revenue Code of 1986, or any comparable provision of any future legislation
which amends, supplements or supersedes that Section ("Section 415 of the
Code").
The terms and provisions of this Plan are as follows:
1. Each term which is used in this Plan and also used in the
Retirement Plan shall have the same meaning herein as under the
Retirement Plan.
Notwithstanding the above, for purposes of this Plan, where the
following words and phrases appear in this Plan they shall have
the respective meanings set forth below unless the context
clearly indicates otherwise:
(a) Benefit: A benefit payable pursuant to, and determined in
accordance with the provisions of this Plan.
(b) Change of Control: A Change of Control 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, acquires shares of the Corporation
having 20 percent or more of the total number of votes that
may be cast for the election of Directors of the
Corporation, 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, the persons who were directors of
the Corporation before the transaction shall cease to
constitute a majority of the Board of Directors of the
Corporation or any successor to the Corporation.
(c) Investment Grade: A bond rating of BBB minus, or its
equivalent, by one of the nationally recognized rating
agencies.
(d) Lump Sum Payment: A form of benefit payable as a lump sum
cash payment, actuarially determined based on the rate of
interest equivalent to the yield on a 30-year Treasury Bond
as published in the Federal Reserve Statistical Release for
the week that contains the first business day of the month
prior to the date such Lump Sum payment is payable under
this Plan, or such other rate as determined pursuant to
uniform Committee rules, and the mortality table set forth
for determining actuarial equivalent benefits under Section
10.1(a) of the Retirement Plan, and (i) in the case of a
lump sum payment pursuant to Section 4(a) or (b) of this
Plan, based on the Participant's Benefit payable from this
plan and his age at the date of such lump sum payment, and
(ii) in the case of a lump sum payment pursuant to Section
4(c) or 4(d) of this Plan, based on the Participant's
Benefit payable under this Plan, the earliest age at which
his Benefit from the Retirement Plan could commence if he
terminated employment, and the early retirement reduction
factor applicable at such age of commencement.
(e) Participant: A participant in the Retirement Plan who (i)
is a "managerial or highly compensated employee" of an
Employer, within the meaning of Title I of ERISA, and (ii)
is eligible to receive a Benefit upon his termination of
employment.
2. So long as a Pensioner (or the spouse or designated beneficiary,
as the case may be of a former Employee) shall be entitled to
receive benefits under the Retirement Plan, there shall be paid
under this Plan to such Pensioner (or such spouse or designated
beneficiary, as the case may be) such amounts of Disability
Benefit, Basic Benefit, Optional Joint and Survivor Benefit,
Pensioners Benefit, Survivors Benefit, Optional Years Certain and
Life Benefit, Deferred Benefit, Automatic Survivor's Benefit, and
any other benefits including benefits distributed upon
termination of the Plan (as the case may be) as would have been
paid to such person under the Retirement Plan without regard to
the limitation on benefits imposed by Section 415 of the Code,
but only to the extent that the amount of such benefits exceeds
such limitation. Except as provided in Section 4, such amounts
shall be paid to such person on the same terms and conditions, at
the same times, and pursuant to the same elections made by the
Employee, as they would have been if paid under the Retirement
Plan, were it not for such limitation on benefits.
3. The Employer may enter into a contract with any Employee who it
is projected will be entitled to receive benefits under this
Plan, or with any Pensioner (or any spouse or designated
beneficiary) who is entitled to receive benefits under this Plan,
stipulating the terms and manner of payments to be made under
this Plan, but the entitlement of a Pensioner (or spouse or
designated beneficiary) to receive benefits under this Plan shall
not be conditioned upon the entering into of such a contract
prior to the entitlement to benefits under this Plan.
4. Notwithstanding any other provision of the Retirement Plan, a
Participant (or surviving spouse or designated beneficiary, as
the case may be) shall be entitled to elect to receive his
Benefit payable under Section 2 as a Lump Sum Payment (subject to
any applicable payroll or other taxes required to be withheld)
under the following circumstances:
(a) The Participant has terminated employment upon or after
having attained age 55, and elected to receive such Lump Sum
Payment in the calendar year prior to the year in which the
payments are eligible to commence under the Retirement Plan;
(b) the Participant terminated employment prior to having
attained age 55, and elected to receive such Lump Sum
Payment no later than the earlier of (aa) the calendar year
in which the Participant attained age 54 or (bb) the
calendar year prior to the year in which the payments are
eligible to commence under the Retirement Plan;
(c) the Corporation experiences a Change in Control; or
(d) the Corporation's long-term credit rating falls below
Investment Grade.
If a Participant elects a Lump Sum Payment pursuant to
subsections 4(a) or 4(b) above, such election is subject to
approval by the Committee in its sole discretion, and effective
January 1, 1996, no such election shall be effective unless such
election is made at least 90 days prior to the date such Lump Sum
payment is payable under this Plan. In addition, the Lump Sum
Payment shall be payable at the same time as the payments are
eligible to commence under the Retirement Plan.
If a Participant elects a Lump Sum Payment pursuant to
subsections 4(c) or 4(d) above, the Lump Sum Payment shall be
reduced for active Employees by a penalty equal to ten percent
(10%) of the Benefit otherwise payable and for former Employees
(or spouses or designated beneficiaries) by a penalty equal to
five percent (5%) of the Benefit otherwise payable. Such penalty
shall be permanently forfeited and shall not be paid to, or in
respect of, the Employee, former Employee, or spouse or
designated beneficiary. In addition, such election must be made
within two years after a Change in Control or within 90 days
after the date the Corporation's long-term credit rating falls
below Investment Grade. Such Lump Sum Payment shall be paid
within thirty days of the date of election.
Notwithstanding any other provisions of this Plan to the
contrary, in the event that a portion of the Lump Sum Payment due
a Participant pursuant to this Section 4 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 paragraph shall be postponed beyond
the first anniversary of the date such Participant terminated
employment.
Any Lump Sum Payment postponed pursuant to this paragraph shall
include interest for the period such Lump Sum Payment is
postponed 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 December
31), or such other rate as determined pursuant to uniform
Committee rules.
5. If a Participant has received a Lump Sum Payment pursuant to
Section 4 above, such Participant may accrue an additional
Benefit under this Plan after the date of such Lump Sum Payment,
provided, however, that such future participation shall not
result in duplication of benefits. Accordingly, if he has
received a distribution of a Benefit under the Plan by reason of
prior participation, his Benefit shall be reduced by the
actuarial equivalent (at the date of the later distribution) of
the present value of the Benefit previously paid hereunder.
6. This Plan shall not be a funded plan, and the Corporation shall
be under no obligation to set aside any funds for the purpose of
making payments under this Plan. Any payments hereunder shall be
made out of the general assets of the Employer.
7. The Corporation by action of the Board of Directors, shall have
the right at any time to amend this Plan in any respect, or to
terminate this Plan; provided, however, that no such amendment or
termination shall be effective to the extent it eliminates or
reduces any "Section 411(d)(6) protected benefit" or adds or
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modifies conditions relating to "Section 411(d)(6) protected
benefits" the result of which is a further restriction on such
benefit unless such protected benefits are preserved with respect
to benefits accrued as of the later of the adoption date or
effective date of the amendment. "Section 411(d)(6) protected
benefits" are benefits described in Section 411(d)(6)(A) of the
Internal Revenue Code of 1986, early retirement benefits and
retirement-type subsidies, and optional forms of benefit.
8. The Committee under the Retirement Plan, as constituted from time
to time, shall administer this Plan and shall have the same
powers and duties, and shall be subject to the same limitations
as are set forth in the Retirement Plan.
9. Subject to the provisions of Section 5, this Plan shall terminate
when the Retirement Plan terminates.
IN WITNESS WHEREOF, the Corporation has adopted this SUPPLEMENTAL BENEFIT
PLAN TO THE KIMBERLY-CLARK CORPORATION SALARIED EMPLOYEES' RETIREMENT PLAN
as amended and restated as of November 17, 1994.
KIMBERLY-CLARK CORPORATION
By:
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Wayne R. Sanders
Chairman of the Board
and Chief Executive Officer