1 EXHIBIT 10.5 SEVERANCE AGREEMENT AND RELEASE This Severance Agreement and Release (the "Agreement") is entered into as of December 23, 1998, among Ballard Medical Products, a Utah corporation (the "Company"), Kimberly-Clark Corporation, a Delaware...Severance Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills • Utah
Exhibit 1.1 Kimberly-Clark Corporation Debt Securities Underwriting Agreement General Terms and Conditions Kimberly-Clark Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to time certain of its debt securities...Underwriting Agreement • June 10th, 2003 • Kimberly Clark Corp • Paper mills • New York
1 EXHIBIT 1.1 KIMBERLY-CLARK CORPORATION UNDERWRITING AGREEMENT Kimberly-Clark Corporation P.O. Box 619100 DFW Airport Station Dallas, Texas 75261-9100Underwriting Agreement • February 2nd, 1998 • Kimberly Clark Corp • Paper mills • New York
1 EXHIBIT 10.4 NONCOMPETITION AGREEMENT This Noncompetition Agreement (the "Agreement") is entered into as of December 23, 1998, among Ballard Medical Products, a Utah corporation (the "Company"), Kimberly-Clark Corporation, a Delaware corporation...Noncompetition Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills • Utah
2- 3 Company and Kimberly-Clark shall not be entitled to terminate this Agreement pursuant to this Section 5(a) in the event that the Consultant shall cure any such breach within such ten (10) day period. In the event of such termination by the...Consulting Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills • Utah
TOIndenture • February 2nd, 1998 • Kimberly Clark Corp • Paper mills • New York
EXHIBIT 4.3.2 DATED 15 MAY 2002 (1) KIMBERLY-CLARK HOLDING LIMITED (2) MOURANT ECS TRUSTEES LTD TRUST DEED AND RULES OF KIMBERLY-CLARK SHAREPLUS UK ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY ON 9 MAY 2002 AND APPROVED BY THE INLAND REVENUE UNDER...Trust Deed • September 18th, 2009 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • England
1 EXHIBIT 4.5 INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Instrument"), by and among Kimberly-Clark Corporation, a Delaware corporation (the "Company"), The First National...Instrument of Resignation, Appointment and Acceptance • February 2nd, 1998 • Kimberly Clark Corp • Paper mills
KIMBERLY-CLARK CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2023 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
The underwriter or underwriters named in Schedule I hereto (the “Underwriters”), acting through the firm or firms named in Schedule I-A hereto as representatives (the “Representatives”), understand that Kimberly-Clark Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $350,000,000 aggregate principal amount of the Company’s 4.500% Notes due February 16, 2033 (the “Designated Securities”) designated in Schedule II hereto, registered under the Securities Act of 1933, as amended (the “Act”) on an “automatic shelf registration statement” (as defined under Rule 405 under the Act), on Form S-3 (File No. 333-262635) (the “Registration Statement”). The Designated Securities are to be issued under the indenture designated in Schedule II hereto (the “Indenture”), between the Company and the trustee designated in such Schedule II. Subject to the terms and conditions set forth herein or incorporated by reference herein and referred to below, the Company hereby agrees t
1 EXHIBIT 8.2 [Carrington, Coleman, Sloman & Blumenthal, L.L.P. Letterhead] November 12, 1997 Tecnol Medical Products, Inc. 7201 Industrial Park Blvd. Fort Worth, Texas 76180 Ladies and Gentlemen: We refer to the Agreement and Plan of Merger dated as...Merger Agreement • November 12th, 1997 • Kimberly Clark Corp • Paper mills
ContractGlobal Security Agreement • November 2nd, 2021 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
This security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository, which may be treated by the Company, the Trustee and any agent thereof as owner and holder of this Security for all purposes. This Global Security is exchangeable for securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository.
AGREEMENT AND PLAN OF MERGER among KIMBERLY-CLARK CORPORATION, BOXER ACQUISITION, INC. and I-FLOW CORPORATION Dated as of October 8, 2009Merger Agreement • October 19th, 2009 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
1 EXHIBIT 8.1 [Locke Liddell & Sapp LLP Letterhead] August 13, 1999 Kimberly- Clark Corporation 351 Phelps Drive Irving, Texas 75038 Ladies and Gentlemen: We refer to the Agreement and Plan of Merger dated as of December 23, 1998 (the "Agreement")...Merger Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills
KIMBERLY-CLARK CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • July 23rd, 2024 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the Kimberly-Clark Corporation 2021 Equity Participation Plan (the “Plan”) and the Award Agreement, including any terms and conditions contained in Appendix A and/or Appendix B to the Award Agreement.
KIMBERLY-CLARK CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 22nd, 2014 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted on ________________, by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to __________ (the “Employee”) is subject to the terms and conditions of the 2011 Equity Participation Plan (the “Plan”) and this Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.
KIMBERLY-CLARK CORPORATION TIME-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENTTime-Vested Restricted Stock Unit Award Agreement • July 23rd, 2020 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the 2011 Equity Participation Plan (the “Plan”) and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to the Award Agreement.
KIMBERLY-CLARK CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 24th, 2018 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to __________ (the “Participant”) is subject to the terms and conditions of the 2011 Equity Participation Plan (the “Plan”) and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to the Award Agreement.
KIMBERLY-CLARK CORPORATION NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 26th, 2022 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to __________ (the “Participant”) is subject to the terms and conditions of the 2021 Equity Participation Plan (the “Plan”) and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to the Award Agreement.
January 5, 2000Agreement and Plan of Merger • January 6th, 2000 • Kimberly Clark Corp • Paper mills
KIMBERLY-CLARK CORPORATION ANNUAL TIME-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT (Graded Schedule)Annual Time-Vested Restricted Stock Unit Award Agreement • July 23rd, 2024 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the Kimberly-Clark Corporation 2021 Equity Participation Plan (the “Plan”) and the Award Agreement, including any terms and conditions contained in Appendix A and/or Appendix B to the Award Agreement.
KIMBERLY-CLARK CORPORATION AWARD AGREEMENTAward Agreement • February 22nd, 2008 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted this day of , , by Kimberly-Clark Corporation, a Delaware corporation (the “Corporation”), to (the “Employee”) subject to the terms and conditions of the 2001 Equity Participation Plan (the “Plan”), and the applicable Attachment to this Award Agreement.
Face of Note]Global Security Note • February 9th, 2012 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
This security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository, which may be treated by the Company, the Trustee and any agent thereof as owner and holder of this Security for all purposes. This Global Security is exchangeable for securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository.
1 EXHIBIT 10.3 NONCOMPETITION AGREEMENT This Noncompetition Agreement (the "Agreement") is entered into as of December ___, 1998, among Ballard Medical Products, a Utah corporation (the "Company"), Kimberly-Clark Corporation, a Delaware corporation...Noncompetition Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills • Utah
KIMBERLY-CLARK CORPORATION OFF-CYCLE TIME-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENTOff-Cycle Time-Vested Restricted Stock Unit Award Agreement • July 23rd, 2024 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on __________ (the “Grant Date”), by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the Kimberly-Clark Corporation 2021 Equity Participation Plan (the “Plan”) and the Award Agreement, including any terms and conditions contained in Appendix A and/or Appendix B to the Award Agreement.
1 EXHIBIT 8.2 [Coudert Brothers Letterhead] August 13, 1999 Ballard Medical Products 12050 Lone Peak Parkway Draper, UT 84020 Ladies and Gentlemen: We refer to the Agreement and Plan of Merger dated as of December 23, 1998 (the "Agreement") among...Merger Agreement • August 13th, 1999 • Kimberly Clark Corp • Paper mills
DEFINITIVE PURCHASE AGREEMENTDefinitive Purchase Agreement • April 21st, 2015 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This Definitive Purchase Agreement (this “Agreement”) is entered into as of February 23, 2015 (the “Signing Date”) by and among Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (the “Insurer”), Kimberly-Clark Corporation, a Delaware corporation (the “Company”), acting solely in a non-fiduciary capacity as the sponsor of the Kimberly-Clark Corporation Pension Plan (the “Plan”), and State Street Bank and Trust Company, a Massachusetts trust company, for the purposes of this Agreement, acting through State Street Global Advisors, a division of State Street Bank and Trust Company, acting solely in its capacity as the independent fiduciary of the Plan with certain authority and responsibility to represent the Plan and its Plan Participants and Plan Beneficiaries in regard to the transactions set forth in this Agreement (the “Independent Fiduciary”). The Insurer, the Company and the Independent Fiduciary are referred to collectively herein as the “Parties
ContractGlobal Security Agreement • May 22nd, 2014 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
This security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository, which may be treated by the Company, the Trustee and any agent thereof as owner and holder of this Security for all purposes. This Global Security is exchangeable for securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances hereinafter described and may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository.
KIMBERLY-CLARK CORPORATION PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • April 24th, 2017 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This Award, granted effective on ______________, by Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the “Corporation”), to ________________ (the “Participant”) is subject to the terms and conditions of the 2011 Equity Participation Plan (the “Plan”) and the Award Agreement, including any country-specific terms and conditions contained in Appendix A to this Award Agreement.
TAX MATTERS AGREEMENT DATED AS OF OCTOBER 31, 2014 BETWEEN KIMBERLY-CLARK CORPORATION AND HALYARD HEALTH, INC.Tax Matters Agreement • November 5th, 2014 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014, between Kimberly-Clark Corporation, a Delaware corporation (“External Distributing”), and Halyard Health, Inc., a Delaware corporation (“External SpinCo”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
KIMBERLY-CLARK CORPORATION 401(k) AND PROFIT SHARING PLAN TRUST401(k) and Profit Sharing Plan Trust Agreement • November 28th, 2016 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Illinois
THIS AGREEMENT, effective as of the 4th day of January, 2010, is made between KIMBERLY-CLARK CORPORATION, a Delaware corporation, herein referred to as the "Company", and THE NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois, herein referred to as the “Trustee”, and constitutes a restatement of the Kimberly-Clark Corporation Defined Contribution Plan Trust, which was heretofore made by the Company, into a trust agreement to be known as the KIMBERLY-CLARK CORPORATION 401(k) AND PROFIT SHARING PLAN TRUST agreement under which the Trustee is accepting appointment as successor trustee.
Kimberly-Clark Corporation -and- Mourant & Co Trustees Limited TRUST DEED of the KIMBERLY-CLARK EMPLOYEE SHARE TRUST (JERSEY) BACON & WOODROW Actuaries & Consultants St Olaf House London Bridge City London SE1 2PETrust Deed • September 24th, 2019 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
DEFINITIVE PURCHASE AGREEMENTDefinitive Purchase Agreement • July 23rd, 2015 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This Definitive Purchase Agreement (this “Agreement”) is entered into as of February 23, 2015 (the “Signing Date”) by and among The Prudential Insurance Company of America, a New Jersey life insurance company (the “Insurer”), Prudential Financial, Inc., a New Jersey corporation (“Insurer Parent”), Kimberly-Clark Corporation, a Delaware corporation (the “Company”), acting solely in a non-fiduciary capacity as the sponsor of the Kimberly-Clark Corporation Pension Plan (the “Plan”), and State Street Bank and Trust Company, a Massachusetts trust company, for the purposes of this Agreement, acting through State Street Global Advisors, a division of State Street Bank and Trust Company, acting solely in its capacity as the independent fiduciary of the Plan with certain authority and responsibility to represent the Plan and its Plan Participants and Plan Beneficiaries in regard to the transactions set forth in this Agreement (the “Independent Fiduciary”). The Insurer, Insurer Parent, the Compa
KIMBERLY-CLARK CORPORATION Executive Severance AgreementExecutive Severance Agreement • November 18th, 2005 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes)
WHEREAS, the Board of Directors of the Corporation has approved the Corporation entering into severance agreements with key executives of the Corporation and its subsidiaries pursuant to the Executive Severance Plan (the “Plan”); and
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 19th, 2009 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of October 8, 2009 (this “Agreement”), is among Kimberly-Clark Corporation , a Delaware corporation (“Parent”), Boxer Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the individuals or entities listed on a signature page hereto (each, a “Stockholder”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Merger Sub and I-Flow Corporation , a Delaware corporation (the “Company”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • September 11th, 2020 • Kimberly Clark Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
This Seventh Supplemental Indenture, dated as of September 11, 2020 (the “Supplemental Indenture”), between Kimberly-Clark Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States, as successor trustee (the “Trustee”), amends and supplements that certain First Amended and Restated Indenture, dated as of March 1, 1988, between the Corporation and the Trustee, as heretofore supplemented and amended (the “Base Indenture”).
