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 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.

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. You hereby acknowledge and agree that you and the RSUs, including any cash and/or shares of Common Stock that may be delivered to you pursuant to the RSUs, are subject to the Corporation’s Compensation Recoupment Policy, as may be amended and/or restated from time to time, a current copy of which can be found on the Corporation’s website at http://www.investor.jnj.com/gov/compensation-recoupment-policy.cfm. The terms and conditions of the Compensation Recoupment Policy hereby are incorporated by reference into this Agreement.

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.

Recoupment of Individual Award Opportunities. The Company has the right at any time to recoup any amount paid or payable under the Plan to the fullest extent that, in the view of the Committee (or, in the case of a current or former Chief Executive Officer, the independent directors of the Board) such recoupment either # is required by applicable law or listing standards, or # is determined by the Committee (or, in the case of a current or former Chief Executive Officer, the independent directors of the Board) to be necessary in accordance with Company policy or business circumstances or appropriate in light of an employee's action, or failure to act, which is inimical to the best interests of the Company.

Section # Applicability of Plan and Recoupment Policy