Conditions of Forfeiture. Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the applicable Restriction Period immediately upon termination of Participant’s employment with the Company or a Subsidiary. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.

All Awards under this Plan shall be subject to forfeiture or other penalties pursuant to the Company’s Clawback Policy, as amended from time to time, and such forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth in the applicable Award Agreement.

The Incentive Award is also subject to the provisions on forfeiture events and clawbacks set forth in [Article 21] of the Plan.

The options are subject to the compensation recovery provisions of the Plan. In addition, the options are subject to the Kimberly-Clark Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). Further, the options are subject to recoupment, as determined by the Corporation in its sole discretion, if following a Participant’s Retirement, the Corporation discovers that such Participant’s employment could have been terminated for Cause. A recovery under this section may be made by # cancelling any options which have not yet vested or been exercised; # recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on exercise of the options; # recovering proceeds realized by the Participant on the sale of such Common Stock; # withholding compensation otherwise due to the Participant; # payment by the Participant; and/or # by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable.

Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting Restricted Shares or Restricted Share Units, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to Restricted Share Units will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a Participant’s Continuous Service for any other reason, the Participant shall forfeit his or her Restricted Shares and Restricted Share Units; provided that if a Participant purchases the Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant only if and to the extent set forth in an Award Agreement.

Forfeiture of Award. Notwithstanding the Corporation's or an Affiliate's ability to pursue injunctive relief pursuant to Section 19(i), in the event of an actual breach by the Participant of any of the provisions of this Section 19 or of any stand-alone restrictive covenant agreement, the Corporation also is entitled to forfeit any portion of the Award that has not vested or been settled yet at the time the Corporation becomes aware of the breach.

The PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs are subject to the Kimberly-Clark Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by # cancelling any PRSUs which have not yet vested or been settled; # recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the PRSUs, including shares resulting from dividend equivalents; # recovering proceeds realized by the Participant on the sale of such Common Stock; # withholding compensation otherwise due to the Participant; # payment by the Participant; and/or # by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable.

Forfeiture of Options. Unless the Board otherwise determines, any portion of an Initial Option, Subsequent Option or Elective Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director, or in the applicable position, shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a Non-Employee Director’s Initial Options and Subsequent Options shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

Notwithstanding any provisions in this Agreement to the contrary, in the event the Participant violates the provisions of Section 5.b. or the provisions of any agreement between the Company (or any of its Subsidiaries) that contains confidentiality, non-solicitation or other protective or restrictive covenant provisions, then:

Notwithstanding anything to the contrary in this Agreement, if you fail to comply in any material respect with the obligations of Section 5.2 on one or more occasions following notice and a reasonable opportunity to cure (to the extent such failure is capable of cure), you will be required to repay all amounts, less $1,000, set forth in Section 2.1 that have previously been paid to you. In addition, if a court of competent jurisdiction finds that you have violated (and not having promptly cured if such violation is capable of cure) any of your obligations set forth in Section 5.1, you will be required to repay all amounts, less $1,000, set forth in Section 2 that have previously been paid to you and any equity or equity based award which vests after the date hereof shall be forfeited and to the extent that you have sold or realized any net gain on such award you shall be required to disgorge and repay the amount of such net gain to the Company and you will immediately forfeit all rights to the amounts provided in Section 2 that have not yet been paid to you. The repayment and forfeiture provisions of this Section 5.3 will be in addition to, and not in limitation of, any other remedies available to the Company Group at law or in equity. In addition, any portion, up to and including the full amounts, paid to you pursuant to Section 2 will be repaid by you to the Company Group if and to the extent that such amounts paid to you are required to be repaid pursuant to any law, rule or regulation.