Exhibit No. (10)h
SUPPLEMENTAL BENEFIT
PLAN
TO THE
KIMBERLY-CLARK
CORPORATION
PENSION PLAN
Amended and Restated Effective as
of December 31, 2008
This Supplemental Benefit Plan to
the Kimberly-Clark Corporation Pension 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 Pension 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:
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1.
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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.
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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:
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(a)
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Benefit : A benefit payable pursuant to, and determined
in accordance with the provisions of this Plan.
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(b)
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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.
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(c)
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“Grandfathered Benefit” shall mean
the portion of the Benefit considered deferred under this Plan on
or before December 31, 2004 as determined in accordance with
Section 409A of the Code and the guidance promulgated
thereunder.
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(d)
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Investment
Grade : A bond rating of
BBB minus, or its equivalent, by one of the nationally recognized
rating agencies.
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(e)
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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.
Notwithstanding the foregoing, the 30-year Treasury Bond yield
shall be used in determining a lump sum cash payment so long as
such rate is published by the Federal Reserve. In the event that
the Federal Reserve ceases to publish the 30-year Treasury Bond
rate, a lump sum cash payment will be actuarially determined based
on the rate of interest equivalent to the yield on the longest term
Treasury Bond published in the Federal Reserve Statistical Release
which is no more than 30-years but not less than for a 10-year
term.
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(f)
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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.
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(g)
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“Timely
Elected” shall mean as follows:
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(i)
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For payments
which 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 Supplemental Benefit Plan;
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(ii)
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For payments
which commence under the Retirement Plan on or after
January 1, 1996 and prior to February 18, 2002, 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 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.
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(iii)
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For payments
which commence under the Retirement Plan on or after
February 18, 2002 the Participant has elected to receive such
Lump Sum Payment no later than the calendar year prior to the year
in which the payments are eligible to commence under the Retirement
Plan.
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(iv)
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In the event of
the death of the Participant who has not commenced payments under
this Supplemental Benefit Plan, the Participant's surviving spouse
or designated beneficiary, as the case may be may, with the consent
of the Retirement Trust Committee, elect a Lump Sum Payment in
writing no later than thirty (30) days after the Participant's
date of death.
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(v)
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In the event
that a Participant terminates service due to a Disability as
described in Section 4.5, the Participant may, with the
consent of the Retirement Trust Committee, elect a Lump Sum Payment
in writing no later than thirty (30) days after the date the
Participant is determined to be disabled by the Committee for the
Pension Plan.
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(h)
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“Termination of employment” and
“terminates service” with respect to a Benefit that is
not a Grandfathered Benefit under this
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