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.

CompensatIOn ReCoupmenT Policy. Annual Incentive Awards granted under this Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the recipient of such award.

If you are or become a Covered Executive or Other Executive under the Company’s Policy for Recoupment of Certain Compensation, you agree that your Option, and shares issuable upon exercise of the Option, are subject to recoupment, including in connection with a financial restatement or any detrimental conduct, pursuant to and in accordance with the Company’s Policy for Recoupment of Certain Compensation, as amended from time to time, and pursuant to any other policy the Company may adopt pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, other applicable law, or stock exchange listing standard. No recovery of compensation under such a clawback policy shall be treated as an event giving rise to a right to terminate employment for “good reason” or “constructive termination” (or any similar term) under any agreement with the Company. In addition, if you are or become a Covered Executive or Other Executive under the Company’s Policy for Recoupment of Certain Compensation, you agree that that the Company shall not indemnify you against any liability or loss (including without limitation the loss of any incentive-based compensation, any payment or reimbursement for the cost of third-party insurance purchased by you to fund potential recovery obligations with respect to the Company’s Policy for Recoupment of Certain Compensation, or any judgments, fines, taxes, penalties or amounts paid in settlement by or on behalf of you) incurred by you in connection with or as a result of any action taken by the Company to enforce the terms of the Company’s Policy for Recoupment of Certain Compensation (a “Clawback Proceeding”), or provide any indemnification or advancement of expenses (including attorneys’ fees) incurred by you in connection with any such Clawback Proceeding.

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). The PRSUs are also subject to the Kimberly-Clark Corporation Executive Officer Incentive Compensation Recovery Policy (such policy, as it may be amended from time to time, the “Recovery Policy”) if the Participant is a Covered Person (as defined in the Recovery Policy). The PRSUs are also subject to forfeiture and/or recoupment pursuant to Sections 19(l) and 20(j) herein. A recovery under this Award Agreement 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 and/or the Recovery 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.

Compensation Recoupment Policy. Bonuses may be made subject to any compensation recoupment policy adopted by the Board or the Committee at any time prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption.

Recoupment of Awards. The Award and the Common Stock will be subject to any compensation recapture policies established by the Board (or a committee thereof) from time to time in its sole discretion in order to comply with law, rules or other applicable regulatory requirements. In addition, in the event that the Company has to prepare an accounting restatement as a result of any fraud or misconduct with respect to any financial report submitted by your subsidiary to the Company within the twelve months preceding the Grant Date and you are either the subsidiary president, the most senior subsidiary finance person (e.g., subsidiary Chief Financial Officer, Controller, etc.), or any other employee of the subsidiary directly involved in such misconduct, you will be subject to monetary and other sanctions, including, but not limited to, the obligation to repay to the Company an amount equal to the Award or forfeiture of the Award.

Compensation Recovery (Recoupment). Notwithstanding any other provision of the Plan, a Participant who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

Section # of the RSU Agreement and [Section 9] of the Performance Share Agreements are hereby amended and restated in their entirety as follows:

In addition to the remedies provided for in the Plan, if the Participant fails to comply with any of the terms and conditions of the Plan, the Guidelines or this Agreement, unless such failure is remedied within ten (10) days after the Participant is notified of such failure by the Committee, such failure to comply shall be grounds for the cancellation and forfeiture of this Award, in whole or in part, as the Committee may determine.

Forfeiture, Recoupment and Recovery of Overpayments. If it is determined that any amount paid to an individual under this Plan should not have been paid or should have been paid in a lesser amount, written notice thereof shall be given and such individual shall promptly repay the amount of the overpayment to the Plan. Notwithstanding the foregoing, the Plan in all cases reserves the right to pursue collection of any remaining overpayments if the above recovery efforts under this paragraph have failed.