Exhibit 10j
SECOND SUPPLEMENTAL BENEFIT PLAN
TO THE
KIMBERLY-CLARK CORPORATION
SALARIED EMPLOYEES' RETIREMENT PLAN
AMENDED AND RESTATED EFFECTIVE AS OF NOVEMBER 17, 1994
1. Use of Defined Terms. Capitalized terms used herein have the
respective meanings ascribed to such terms as set forth in Section 6
below.
2. Purpose. The Second Supplemental Benefit Plan is for the purpose of
providing Participants and their Beneficiaries with such benefits, in
addition to the Retirement Plan and the Supplemental Plan, as are
necessary to fulfill the intent of the Retirement Plan without regard
to Section 415 of the Code or any dollar limit imposed by the Code on
the amount of compensation considered under the Retirement Plan. It
is intended that the Second Supplemental Benefit Plan constitute an
unfunded plan of deferred compensation for a select group of
management or highly compensated employees, within the meaning of
Title I of ERISA.
3. Benefit. The Benefit of a Participant or a Survivor under the Second
Supplemental Benefit Plan shall be the difference between:
(a) the monthly amount payable under the Retirement Plan, which
monthly amount shall be calculated (i) without regard to Article
XI of the Retirement Plan and (ii) using the term Earnings
defined as set forth in Section 6(f) of the Second Supplemental
Benefit Plan below; less
(b) the sum of (i) the monthly amount payable under the Retirement
Plan and (ii) the monthly amount payable under the Supplemental
Plan.
4. Lump Sum Payments.
(a) 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 3 as a Lump Sum Payment (subject to
any applicable payroll or other taxes required to be withheld)
under the following circumstances:
(i) The Participant has terminated employment and Timely Elected
to receive such Lump Sum Payment;
(ii) the Corporation experiences a Change of Control; or
(iii) the Corporation's long-term credit rating falls below
Investment Grade.
(b) If a Participant elects a Lump Sum Payment pursuant to subsection
4(a)(i) above, such election is subject to approval by the
Committee in its sole discretion. In addition, the Lump Sum
Payment shall be payable at the same time as the payments are
eligible to commence under the Retirement Plan.
(c) If a Participant elects a Lump Sum Payment pursuant to
subsections 4(a)(ii) or 4(a)(iii) above, the Lump Sum Payment
shall be reduced for active employee Participants by a penalty
equal to ten percent (10%) of the Benefit otherwise payable and
for a former employee, or a surviving spouse or designated
beneficiary, by a penalty equal to five percent (5%) of the
Benefit otherwise payable. Such penalty shall be permanently
forfeited and shall not be paid for or in respect of, the former
employee's surviving spouse or designated beneficiary. In
addition, such election must be made within two years after a
Change of 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 made within thirty days of
the date of election.
(d) If a Participant has received a Lump Sum Payment pursuant to this
Section 4, 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.
(e) Notwithstanding any other provisions of this Second Supplemental
Benefit 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 subsection 4(e) shall
be postponed beyond the first anniversary of the date such
Participant terminated employment. Any Lump Sum Payment
postponed pursuant to this subsection 4(e) 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. Amendment and Termination. The Corporation, by action of its Board of
Directors, may amend the Second Supplemental Benefit Plan in any
respect, or terminate the Second Supplemental Benefit 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 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.
6. Definitions. The following capitalized terms shall have the
respective meanings set forth below:
(a) "Benefit" shall mean a benefit payable pursuant to, and
determined in accordance with the provisions of the Second
Supplemental Benefit Plan.
(b) "Change of Control" shall mean that: (i) a third person,
including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, has acquired 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 have ceased to constitute a majority of
the Board of Directors of the Corporation or any successor to the
Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Corporation" shall mean Kimberly-Clark Corporation, and any
successor corporation.
(e) "Committee" shall mean the Committee named under the Retirement
Plan.
(f) "Earnings" shall mean compensation paid by one or more of the
designated affiliated companies shown in Appendix B of the
Retirement Plan for personal services rendered to one or more of
such companies (before any withholding required by law or
authorized by the person to whom such compensation is payable),
including overtime, bonuses, incentive compensation, Regular
Deferred Deposits and special Deferred Deposits under the
Kimberly-Clark Corporation Salaried Employees' Incentive
Investment Plan, and any salary or bonus, or both, deferred under
the Kimberly-Clark Corporation Deferred Compensation Plan, but
excluding any payments in lieu of vacation, severance payments,
compensation paid in a form other than cash (such as goods,
services, and, except as otherwise provided herein, contributions
to employee benefit programs), service or suggestion awards, and
all other special or unusual compensation of any kind.
Notwithstanding the above, for Plan Years of the Retirement Plan
beginning on or after January 1, 1980, in the case of a
Participant on foreign assignment, as determined by the Employer
pursuant to rules adopted by the Committee, earnings shall be
base salary, as determined by the Participant's Employer pursuant
to rules adopted by the committee (without regard to any
limitation under Section 401(a)(17) of the Code) plus overtime,
bonuses, incentive compensation, and Regular Deferred Deposits
and Special Deferred Deposits under the Kimberly-Clark
Corporation Salaried Employees' Incentive Investment Plan, and
any salary or bonus, or both, deferred under the Kimberly-Clark
Corporation Deferred Compensation Plan, but shall exclude foreign
service premium, cost of living adjustments, housing payments,
tax equalization payments, payments in lieu of vacation,
severance payments, compensation in a form other than cash (such
as goods, services, and, except as otherwise provided herein,
contributions to employee benefit programs), service or
suggestion award and all other special or unusual compensation of
any kind.
(g) "Employer" shall mean a participating employer shown in Appendix
A of the Retirement Plan.
(h) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
(i) "Investment Grade" shall mean a bond rating of BBB minus, or its
equivalent, by one of the nationally recognized rating agencies.
(j) "Lump Sum Payment" shall mean 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 Second
Supplemental Benefit 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 subsection 4(a)(i) 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 subsections 4(a)(ii) or 4(a)(iii) 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.
(k) "Participant" shall mean 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) has
earnings in excess of the limit provided under Section 401(a)(17)
of the Code for any calendar year in which the Participant
participates in the Retirement Plan, except that no individual
shall be a participant herein to the extent that such
participation is precluded by an agreement between the
Corporation and such individual or such individual is subject to
a separate agreement regarding deferred compensation which
provides for similar benefits.
(l) "Retirement Plan" shall mean the Kimberly-Clark Corporation
Salaried Employees' Retirement Plan, or any successor defined
benefit pension plan.
(m) "Second Supplemental Benefit Plan" shall mean the Second
Supplemental Benefit Plan to the Kimberly-Clark Corporation
Salaried Employees' Retirement Plan.
(n) "Supplemental Plan" shall mean the Supplemental Benefit Plan to
the Kimberly-Clark Corporation Salaried Employees' Retirement
Plan, or any successor to such plan.
(o) "Survivor" shall refer to any of a Designated Beneficiary,
surviving spouse or Surviving Minor Children of a Participant,
within the meaning of the Retirement Plan.
(p) "Timely Elected" shall mean as follows:
(i) For payments which are eligible to commence under the
Retirement Plan prior to January 1, 1996, the Participant
has elected to receive such Lump Sum Payment either (aa) in
the calendar year prior to the year in which the payments
are eligible to commence under the Retirement Plan or (bb)
at least 90 days prior to the date such Lump Sum payment is
payable under this Second Supplemental Benefit Plan;
(ii) For payments which are eligible to commence under the
Retirement Plan on or after January 1, 1996 the Participant
has elected to receive such Lump Sum Payment no later than
the earlier of (aa) the calendar year prior to the year in
which the payments are eligible to commence under the
Retirement Plan, (bb) at least 90 days prior to the date
such Lump Sum payment is payable under this Second
Supplemental Benefit Plan or (cc) for Participants who
terminate employment prior to having attained age 55, the
calendar year in which the Participant attained age 54.
7. Miscellaneous
(a) The Corporation is the Plan Sponsor and Named Fiduciary of the
Second Supplemental Benefit Plan, within the meaning of ERISA.
(b) The Committee shall administer the Second Supplemental Benefit
Plan and shall have the same power and duties, and shall be
subject to the same limitations, as are set forth in the
Retirement Plan.
(c) An application or claim for a benefit under the Retirement Plan,
or an election to receive his benefit in a Lump Sum Payment,
shall constitute a claim for a Benefit under the Second
Supplemental Benefit Plan.
(d) The Second Supplemental Benefit Plan is hereby amended and
restated effective as of November 17, 1994.
IN WITNESS WHEREOF, the Corporation has adopted this SECOND SUPPLEMENTAL
BENEFIT PLAN TO THE KIMBERLY-CLARK CORPORATION SALARIED EMPLOYEES'
RETIREMENT PLAN 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