Exhibit 10.1
KIMBERLY-CLARK CORPORATION
MANAGEMENT ACHIEVEMENT AWARD PROGRAM
AS AMENDED AND RESTATED AS OF JANUARY 1, 1998
MANAGEMENT ACHIEVEMENT AWARD PROGRAM
AS AMENDED AND RESTATED AS OF JANUARY 1, 1998
1. PURPOSE
This Management Achievement Award Program ("MAAP" or the "Plan") is amended
and restated as of January 1, 1998. 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). For each Objective
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 Objective. A
payment range, with a minimum and maximum payment, may be established
for the 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 Target Value of each Accountability Point as
established under the Salary Program. The Board shall also establish a
maximum payout stated as a percentage of such Target Value. 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 will
be stated as a percentage of the Target Value.
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, 1998.