Management Incentive Compensation Plan - The Clorox Co.


THE CLOROX COMPANY
MANAGEMENT INCENTIVE COMPENSATION PLAN
As Amended and Restated Effective
as of July 1, 2001

1. PURPOSE

The purpose of The Clorox Company Management Incentive Compensation Plan (the
"Plan") is to attract and retain the best available personnel for positions of
substantial responsibility and to provide an incentive for officers and
employees of The Clorox Company (the "Company") and its subsidiaries and to
recognize and reward those officers and employees. The Company's executive
officers are eligible to earn short-term incentive awards under this Plan and
under the Company's Executive Incentive Compensation Plan.

2. DEFINITIONS

The following terms will have the following meaning for purposes of the Plan:

(a) "Award" means a bonus paid in cash.

(b) "Board" means the Board of Directors of the Company.

(c) "Chief Executive Officer" means the chief executive officer of the Company.

(d) "Committee" means the Employee Benefits and Management Compensation
Committee of the Board, or such other Committee designated by the Board to
administer the Plan.

(e) "Employee" means any person employed by the Company or any Subsidiary.

(f) "Executive Committee" means the Officers who are members of the Company's
management executive committee.

(g) "Officer" means a person who is an officer of the Company within the meaning
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.

(h) "Participant" means an Employee selected by the Committee to participate in
the Plan.

(i) "Subsidiary" means any corporation in which the Company, directly or
indirectly, controls 50 percent or more of the total combined voting power of
all classes of stock.

(j) "Year" means a fiscal year of the Company.


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3. AWARDS

(a) Within 90 days after the beginning of each Year, the Committee will select
Participants for the Year and establish in writing the method by which the
Awards will be calculated for that Year. The Committee may provide for payment
of all or part of the Award in the case of retirement, death, disability or
change of ownership of control of the Company or a Subsidiary during the Year.

(b) For the Chief Executive Officer and the Executive Committee, the Committee
shall determine and certify the amount of the Award, if any, to be made. The
Committee may increase, decrease or eliminate, any Award calculated under the
methodology established in accordance with paragraph (a) in order to reflect
additional considerations relating to performance.

(c) For Participants (other than the Chief Executive Officer and the Executive
Committee), the Chief Executive Officer shall determine and certify the amount
of the Award, if any, to be made. The Chief Executive Officer may increase,
decrease or eliminate, any Award calculated under the methodology established in
accordance with paragraph (a) in order to reflect additional considerations
relating to performance.

(d) Awards will be paid to the Participants following certification and no later
than ninety (90) days following the close of the Year with respect to which the
Awards are made.

(e) The Company shall withhold from the payment of any Award hereunder any
amount required to be withheld for taxes.

4. TERMINATION OF EMPLOYMENT

Except as may be specifically provided in an Award pursuant to Section 3(a), a
Participant shall have no right to an Award under the Plan for any Year in which
the Participant is not actively employed by the Company or its Subsidiaries on
June 30 of such Year. When establishing Awards each Year, the Committee may also
provide that in the event a Participant is not employed by the Company or its
Subsidiaries on the date on which the Award is paid, the Participant may forfeit
his or her right to the Award paid under the Plan.

5. ADMINISTRATION

The Plan will be administered by the Committee. The Committee will have the
authority to interpret the Plan, to prescribe rules relating to the Plan and to
make all determinations necessary


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or advisable in administering the Plan. Decisions of the Committee with respect
to the Plan will be final and conclusive.

6. UNFUNDED PLAN

Awards under the Plan will be paid from the general assets of the Company, and
the rights of Participants under the Plan will be only those of general
unsecured creditors of the Company.

7. AMENDMENT OR TERMINATION OF THE PLAN

The Committee may from time to time suspend, revise, amend or terminate the
Plan.

8. APPLICABLE LAW

The Plan will be governed by the laws of California.

9. NO RIGHTS TO EMPLOYMENT

Nothing contained in the Plan shall give any person the right to be retained in
the employment of the Company or any of its Subsidiaries. The Company reserves
the right to terminate any Participant at any time for any reason
notwithstanding the existence of the Plan.

10. NO ASSIGNMENT

Except as otherwise required by applicable law, any interest, benefit, payment,
claim or right of any Participant under the Plan shall not be sold, transferred,
assigned, pledged, encumbered or hypothecated by any Participant and shall not
be subject in any manner to any claims of any creditor of any Participant or
beneficiary, and any attempt to take any such action shall be null and void.
During the lifetime of any Participant, payment of an Award shall only be made
to such Participant. Notwithstanding the foregoing, the Committee may establish
such procedures as it deems necessary for a Participant to designate a
beneficiary to whom any amounts would be payable in the event of any
Participant's death.


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