Change in Control Agreement – Clorox Co.

AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”),
dated as of November 15, 2011 (the “Effective Date”) and originally dated as of
August 25, 2006, is between THE CLOROX COMPANY, a Delaware corporation (the
“Company”) and Donald Knauss (the “Executive”).

The Board of Directors of the Company (the “Board”) believes it is imperative
to diminish the inevitable distraction of the Executive by virtue of the
personal uncertainties and risks created by a pending or threatened Change in
Control and to encourage the Executive153s full attention and dedication to the
Company currently and in the event of any threatened or pending Change in
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change in Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are
competitive with those of other corporations. Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Certain Definitions.

(a) The “Annual Bonus” shall mean the annual award the Executive receives in
any year under the Company153s Annual Incentive Plan (“AIP Plan”) and/or the
Company153s Executive Incentive Compensation Plan (“EIC Plan”) or any successors
thereto.

(b) The “Average Annual Bonus” shall mean the average Annual Bonus the
Executive received for the three (3) completed fiscal years immediately
preceding the Date of Termination.

(c) The “Bonus Target” shall mean the Annual Bonus that the Executive would
have received in a fiscal year under the AIP Plan and/or the EIC Plan, if the
target goals had been achieved.

(d) The “Change in Control Date” shall mean the first date on which a Change
in Control (as defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if the Company either terminates the Executive153s
employment without Cause or acts in a manner that provides an Executive with the
basis to resign for a Good Reason, but in either case only if (1) (i) such
termination or other act is made at the request of a third party who has
expressed an intent or taken action to cause a Change in Control to occur and
(ii) a Change in Control in fact occurs on or before the first anniversary of
the termination of Executive153s employment that results in that third party being
in control of the ownership of the Company153s securities or business or being a
member of a group that acquires control of the ownership of the Company153s
securities or business, or (2) such termination or other act occurs either (i)
on or before three months prior to the occurrence of a Change in Control or (ii)
with respect to a negotiated transaction that results in a Change in Control,
between the time of the signing of a definitive agreement with respect to such
transaction and the closing of such transaction, then for all purposes of this
Agreement the “Change in Control Date” shall mean the date immediately prior to
the date of such termination of employment.

(e) The “Date of Termination” shall mean (i) if the Executive153s employment is
terminated by the Company for Cause, the date of receipt of the Notice of
Termination for Cause or any later date specified therein, as the case may be,
(ii) if the Executive153s employment is terminated by the Executive for Good
Reason, the 30th day following receipt by the Company of the Notice of
Termination for Good Reason if the Company fails to cure the problem during the
30-day cure period, or any later date specified in the Notice of Termination for
Good Reason, as the case may be, (iii) if the Executive153s employment is
terminated by the Company other than for Cause or Disability, the date on which
the Company notifies the Executive of such termination, (iv) if the Executive153s
employment is terminated by reason of death or Disability, the date of death of
the Executive or the Disability Effective Date, as the case may be, and (v) if
the Executive153s employment is terminated by Executive without Good Reason (and
not due to Disability), the date of receipt of the Notice of Termination or any
later date specified therein, as the case may be.

(f) “Disability” shall mean that the Executive (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is receiving
income replacement benefits for a period of not less than three (3) months under
the Company153s accident and health plans by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months.

(g) The “Separation Period” shall mean the period from the Date of
Termination through the third anniversary of the Date of Termination.

2. Change in Control. For the purpose of this
Agreement, a “Change in Control” shall mean:

(a) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of (i) 50% of either the total
fair market value or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”), or (ii) during a 12
month period ending on the date of the most recent acquisition by such Person,
30% of the Outstanding Company Voting Securities; provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute
a Change in Control: (i) any acquisition directly from the Company, (ii) any
acquisition by the Company, including any acquisition which by reducing the
number of shares outstanding, is the sole cause for increasing the percentage of
shares beneficially owned by any such Person to more than the applicable
percentage set forth above, (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
of this Section 2; or

(b) Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason within any period of 12 months to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company153s stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board, shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

(c) Consummation by the Company of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation (a “Business
Combination”), in each case, unless, following such Business Combination, (i)
more than 50% of, respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company153s assets either directly or through
one or more subsidiaries) is represented by Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively, that were outstanding
immediately prior to such Business Combination (or, if applicable, is
represented by shares into which such Outstanding Company Common Stock and
Outstanding Company Voting Securities were converted pursuant to such Business
Combination) and such ownership of common stock and voting power among the
holders thereof is in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination.

Notwithstanding any other provision in this Section 2, any transaction
defined in Section 2(a) through (c) above that does not constitute a “change in
the ownership or effective control” of the Company, or “change in the ownership
of a substantial portion of the assets” of the Company within the meaning of
Treasury Regulations 1.409A-3(a)(5) and 1.409A-3(i)(5) shall not be treated as a
Change in Control.

3. Severance Protection Period.

(a) This Agreement became effective on the Effective Date. After the
Effective Date, this Agreement may be amended, modified, suspended or terminated
at any time by the Company; provided, however, that no such action may become
effective for one (1) year following the date of such action without the prior
written consent of Executive (or his legal representative). The terms of this
Agreement shall remain in effect until either (i) the time that the Executive is
no longer employed by the Company, if the Severance Protection Period has not
commenced for the Executive in the interim, or (ii) if the Severance Protection
Period has commenced at or before the time that the Executive is no longer
employed by the Company, the date as of which all of the duties and obligations
of the parties have been satisfied under this Agreement. The terms and
conditions of the Executive153s employment shall be as set forth in the Amended
and Restated Employment Agreement between the Executive and the Company dated of
May 28, 2010, as it may be amended from time to time (the “Current Agreement”)
during the term thereof. From and after the Effective Date, this Agreement shall
supersede the Current Agreement and any other agreement between the parties, but
only with respect to the specific matter described further in Section 3(b)
below.

(b) This Agreement addresses the terms and conditions under which Executive
shall be entitled to severance benefits in connection with certain separations
from service with the Company for the period commencing on the Change in Control
Date and ending on the second anniversary of the later of (i) the Change in
Control Date or (ii) the date of on which a Change in Control occurs (the
“Severance Protection Period”).

4. Termination of Employment.

(a) Cause. The Company may terminate the Executive153s employment during
the Severance Protection Period with or without Cause. For purposes of this
Agreement, “Cause” shall mean:

(i) the willful and continued failure of the Executive to perform
substantially the Executive153s duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Executive by the Board which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive153s duties, or

(ii) the willful engaging by the Executive in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive153s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of employment
of the Executive shall not be deemed to be for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Executive is guilty of the conduct
described in subparagraph (i) or (ii) above, and specifying the particulars
thereof in detail.

(b) Good Reason. Executive may terminate his employment with the
Company during the Severance Protection Period with or without Good Reason. The
Executive153s employment may be terminated by the Executive for Good Reason
provided the Executive delivers the written notice to the Company set forth in
Section 4(c) and the Company fails to cure the issue. For purposes of this
Agreement, “Good Reason” shall mean:

(i) the assignment to the Executive of any duties inconsistent in any
material respect with the Executive153s position (including offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated
by Section 2(a) of the Current Agreement, or any other action by the Company
which results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive;

(ii) any failure by the Company to comply with any of the material provisions
of Executive153s compensation plans, programs, agreements or arrangements as in
effect immediately prior to the Change in Control, which material provisions
shall consist of base salary, cash incentive compensation target bonus
opportunity, equity compensation opportunity in the aggregate, savings and
retirement benefits in the aggregate, and welfare benefits (including medical,
dental, life, disability and severance benefits) in the aggregate, other than an
isolated, insubstantial and inadvertent failure not occurring in bad faith and
which is remedied by the Company promptly after receipt of notice thereof given
by the Executive;

(iii) the Company153s requiring the Executive to be based at any office or
location requiring the Executive153s commute to increase by more than 50 miles
from his commute immediately prior to the Change in Control;;

(iv) any purported termination by the Company of the Executive153s employment
otherwise than as expressly permitted by this Agreement; or

(v) any material failure by the Company to comply with and satisfy Section
10(c) of this Agreement.

Notwithstanding the above, a failure by the Company153s stockholders to elect
the Executive to the Board shall not constitute Good Reason, but a failure by
the Board to nominate the Executive to the Board at any time shall constitute
Good Reason.

(i) Any termination by the Company for Cause shall be communicated by Notice
of Termination for Cause to the Executive given in accordance with Section 11(b)
of this Agreement. For purposes of this Agreement, a “Notice of Termination for
Cause” means a written notice which (X) indicates the specific termination
provision in this Agreement relied upon, (Y) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive153s employment under the provision so
indicated and (Z) if the Date of Termination is other than the date of receipt
of such notice, specifies the termination date (which date shall be not more
than thirty days after the giving of such notice). The failure by the Company to
set forth in the Notice of Termination for Cause any fact or circumstance which
contributes to a showing of Cause shall not waive any right of the Company
hereunder or preclude the Company from asserting such fact or circumstance in
enforcing the Company153s rights hereunder.

(ii) Any termination by the Executive for Good Reason shall be communicated
by Notice of Termination for Good Reason to the Company within a period not to
exceed 90 days of the initial existence of the condition and given in accordance
with Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice
of Termination for Good Reason” means a written notice which (X) indicates the
specific termination provision in this Agreement relied upon, (Y) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive153s employment under the
provision so indicated and (Z) the Executive153s intended Date of Termination if
the Company does not cure the issue (which date shall be not less than thirty
days after the giving of such notice). After receipt by the Company of the
Notice of Termination for Good Reason, the Company shall have at least 30 days
during which it may remedy the condition and thereby cure the event or
circumstance constituting “Good Reason”.

5. Obligations of the Company upon
Termination.

(a) By the Executive for Good Reason; or by the Company Other Than for
Cause, Death or Disability. Subject to Section 5(c), if, during the
Severance Protection Period, the Company shall terminate the Executive153s
employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:

(i) the Company shall pay, or cause to have paid or provided, to the
Executive the aggregate of the following amounts: A. the sum of (1) the
Executive153s Annual Base Salary through the Date of Termination to the extent not
theretofore paid, (2) any accrued but unused vacation pay, (3) reimbursement of
any unpaid business expenses in accordance with the Company153s policy on business
expense reimbursement and (4) all unpaid accrued and vested benefits under all
pension, savings and other retirement benefit and deferred compensation plans
and all welfare benefit plans in which the Executive participated prior to such
termination (the sum of the amounts described in clauses (1), (2), (3) and (4)
shall be hereinafter referred to as the “Accrued Obligations”). The amounts
described in clauses (1), (2) and (3) above shall be paid in a lump sum in cash
within 30 days after the Date of Termination and the benefits described in
clause (4) above shall be provided in accordance with the terms of the
applicable plans.

B. an amount equal to the following:

Average Annual	X	# of days in the current fiscal year
Bonus		through the Date of Termination
		365

provided, however, that if the Executive meets retirement eligibility on the
Date of Termination and thus is eligible to receive a retirement bonus in
accordance with the terms of the Company’s AIP Plan, EIC Plan or any other plan
adopted by the Company, the Company shall pay such retirement bonus or pay the
amount calculated in accordance with this Section 5(a)(i)(B), whichever is
greater, but it shall not be obligated to pay both; and

C. the amount equal to the following:

3 X (Annual Base Salary + Average Annual Bonus); and

D. an amount equal to the difference between (a) the actuarial equivalent of
the aggregate benefits under the Company153s qualified pension and profit-sharing
plans (the “Retirement Plans”) and any excess or supplemental pension and
profit-sharing plans in which the Executive participates (collectively, the
“Nonqualified Plans”), specifically including the Company SERP and Replacement
SERP (whichever of the two plans applies in accordance with the provisions of
Section 3(d) of the Current Agreement) which the Executive would have been
entitled to receive if the Executive153s employment had continued for the
Separation Period, assuming (to the extent relevant) that the Executive153s
compensation during the Separation Period would have been equal to the
Executive153s compensation as in effect immediately before the termination or, if
higher, on the Change in Control Date, and that employer contributions to the
Executive153s accounts in the Retirement Plans and the Nonqualified Plans during
the Separation Period would have been equal to the average of such contributions
for the three years immediately preceding the Date of Termination or, if higher,
the three years immediately preceding the Change in Control Date, and (b) the
actuarial equivalent of the Executive153s actual aggregate benefits (paid or
payable), if any, under the Retirement Plans and the Nonqualified Plans as of
the Date of Termination (the actuarial assumptions used for purposes of
determining actuarial equivalence shall be no less favorable to the Executive
than the most favorable of those in effect under the Retirement Plan and the
Nonqualified Plans on the Date of Termination and the date of the Change in
Control);

(ii) For the Separation Period, the Company shall

A. if the Executive participated in a Company self-insured medical plan
(which does not satisfy the requirements of Section 105(h)(2)) immediately prior
to the Date of Termination, pay to the Executive or cause to have paid on the
Executive153s behalf the Company153s portion of the premium payable under the
Company153s group health plans for providing health benefits (i.e., medical,
dental and vision benefits) to the Executive and to those family members covered
through Executive under the Company153s group health plans at the time of the
commencement of the Separation Period, such coverage to be provided under the
group health plans in which Executive and his covered family members are
participating at the time of the commencement of the Separation Period or elect
in accordance with the Company153s applicable established procedures (reduced by
any amounts which Executive is required to pay for such health benefit coverage
as described in further detail below). The Company shall pay or cause to have
paid all amounts due under this Section 5(a)(ii) in annual installments, with
the first installment due or credited within 30 days after the Date of
Termination and subsequent installments being made or credited on the
anniversary thereof; provided, however, that subsequent installments may be
reduced or eliminated to the extent that Executive becomes eligible for other
health coverage through a subsequent employer; or

B. if paragraph A above is not applicable (because the Executive participated
in a health benefit program to which Section 105(h) is not applicable, such as
the Company153s HMO immediately prior to the Date of Termination), continue
benefits under such health plan on the same basis as an employee of the Company,
so long as such continued coverage does not violate the Patient Protection and
Affordable Care Act of 2010.

The purpose of providing the benefits pursuant to this Section 5(a)(ii) shall
be to provide the Executive and/or the Executive153s covered family members with
continued health benefits at least equal to those which would have been provided
to them in accordance with the Company153s health plans, programs, practices and
policies if the Executive153s employment had not been terminated or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies and
their families (in each case with such contributions by the Executive as would
have been required had the Executive153s employment not been terminated);
provided, however, that each continued benefit under a health plan sponsored by
the Company described herein shall cease upon the earliest of: (i) three years
from the Date of Termination; (ii) the Executive153s 65th birthday; or (iii) the
Executive153s eligibility for the same type of health benefit (i.e., medical,
dental or vision coverage) under a subsequent employer153s group health plans. For
purposes of determining eligibility (but not the time of commencement of
benefits) of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies of the Company, the Executive shall be
considered to have remained employed during the Separation Period and to have
retired on the last day of such period. The Separation Period shall not be
subtracted from the period of months for which the Executive is eligible for
benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985;

(iii) if the Executive was entitled to receive financial planning and/or tax
return preparation benefits immediately before the Date of Termination, the
Company shall continue to provide the Executive with such financial planning
and/or tax return preparation benefits with respect to the calendar year in
which the Date of Termination occurs (including without limitation the
preparation of income tax returns for that year), on the same terms and
conditions as were in effect immediately before the Date of Termination
(disregarding for all purposes of this clause (iii) any reduction or elimination
of such benefits that was the basis of a termination of employment by the
Executive for Good Reason); and

(iv) all awards granted to the Executive prior to the Change in Control under
the Company153s 2005 Stock Incentive Plan or any successor plan thereto will
become immediately fully vested and any such awards constituting stock options
will be immediately fully exercisable in the event that the Executive153s
termination occurs during the Severance Protection Period. Anything in this
Agreement to the contrary notwithstanding, the terms of Executive153s Restricted
Stock Unit Award Agreement and Stock Option Award Agreement, both dated October
2, 2006 (“Initial Awards”), shall not be amended, deemed to have been amended or
otherwise affected by this Agreement and in all respects shall continue to be
governed by the terms in effect prior to the effectiveness of this Agreement.

To the extent any benefits described in Section 5(a)(ii) and (iii) cannot be
provided pursuant to the appropriate plan or program maintained for employees,
the Company shall provide such benefits outside such plan or program at no
additional cost (including without limitation tax cost) to the Executive.

(b) Cause; Other than for Good Reason. If the Executive153s employment
shall be terminated for Cause, or on account of death or Disability, during the
Severance Protection Period, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the Executive
all Accrued Obligations to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Severance Protection Period,
excluding a termination for Good Reason, this Agreement shall terminate without
further obligations to the Executive, other than for the payment of all Accrued
Obligations to the extent theretofore unpaid. In such case, all Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days
of the Date of Termination or as otherwise provided in the applicable benefit
plan as the case may be.

(c) Specified Employee. Notwithstanding the foregoing, if the
Executive is a Specified Employee (as defined in Section 1.409A-1(i) of the
Treasury Department Regulations) on the Date of Termination and all payments
subject to Section 409A of the Internal Revenue Code (the “Code”) specified in
Section 5(a) are not made by March 15 of the year immediately following the Date
of Termination, the following shall apply: Such payments may be made to the
extent that the amount does not exceed two times the lesser of (i) the sum of
the Executive153s annualized compensation based upon the annual rate of pay for
services provided to the Company for the taxable year preceding the termination,
or (ii) the maximum amount that may be taken into account pursuant to Section
401(a)(17) of the Code ($245,000 in 2010) for the year in which the Executive
has terminated. Any amounts exceeding such limit, may not be made before the
earlier of the date which is six (6) months after the Date of Termination or the
date of death of the Executive. Furthermore, any payments pursuant to this
Section 5 shall be postponed until six (6) months following the end of the
consulting period so long as the Executive continues to work on a consulting
basis for the Company following termination and such consulting requires the
Executive to work more than 20% of his average hours worked during the 36 months
preceding his termination. Any payments that were scheduled to be paid during
the six (6) month period following the Executive153s Date of Termination, but
which were delayed pursuant to this Section 5(c), shall be paid without interest
on, or as soon as administratively practicable after, the first day following
the six (6) month anniversary of the Executive153s Date of Termination (or, if
earlier, the date of Executive153s death). Any payments that were originally
scheduled to be paid following the six (6) months after the Executive153s Date of
Termination, shall continue to be paid in accordance to their predetermined
schedule.

(d) Release. The Executive shall have 21 days following termination
(or such longer period as may be required by law, but in no event greater than
60 days following termination) in which to execute a General Release (“Release”)
in a form substantially equivalent to the attached Exhibit (which may be amended
by the Company, from time to time, to conform to applicable law) and seven days
in which to revoke the Release after its execution. If the Executive does not
execute, or having executed, effectively revokes the Release, the Company will
not be obligated to provide any benefits or payments of any kind to the
Executive. If the condition of providing a release by the Executive could cause
the payment of any amount or provision of any benefit subject to such release to
be paid or provided in either of two taxable years of the Executive, such amount
or benefit shall be paid or provided in the later such taxable year.

6. Non-exclusivity of Rights. Nothing in this
Agreement shall prevent or limit the Executive153s continuing or future
participation in any plan, program, policy or practice provided by the Company
or any of its affiliated companies and for which the Executive may qualify by
the express terms of such plan, program or policy, nor shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with the Company or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

7. Full Settlement. The Company153s obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and except as specifically provided in Section 5(a)(ii), such amounts shall not
be reduced whether or not the Executive obtains other employment.

8. Parachute Limitation.

(a) Notwithstanding any other provision of this Agreement, in the event that
any amount or benefit that may be paid or otherwise provided to or in respect of
the Executive by or on behalf of the Company or any affiliate, whether pursuant
to this Agreement or otherwise (collectively, “Covered Payments”), is or may
become subject to the tax imposed under Section 4999 of the Code (or any
successor provision or any comparable provision of state, local or foreign law)
(“Excise Tax”), then the portion of the Covered Payments that would be treated
as “excess parachute payments” under Code Section 280G (“Covered Parachute
Payments”) shall be reduced so that no amount of the Covered Parachute Payments,
in the aggregate, are subject to the Excise Tax, if and only if, taking into
account all applicable federal, state, local and foreign income and employment
taxes, the Excise Tax, and any other applicable taxes, results in the receipt by
the Executive, on an after-tax basis, of a greater amount of Covered Payments
than if not so reduced. In the event that it is determined that the amount of
any Covered Payments will be reduced in accordance with this Section 8(a), the
same independent tax professional experienced in the completion of the
calculations described in this Section 8 (“Tax Professional”) making the
determinations described in Section 8(b) below shall designate which of the
Covered Payments shall be reduced and to what extent in a manner that maximizes
the Executive153s economic benefit of the Covered Payments. In the event that it
is determined that a reduction of the Covered Payments would not result in a
greater after-tax amount of benefits under this Agreement to the Executive, then
no reduction shall be made under this Section 8(a).

(b) The determination of (i) whether an event described in Section
280G(b)(2)(A)(i) of the Code has occurred, (ii) the value of any Covered
Parachute Payments, (iii) whether any reduction in the Covered Payments is
required under Section 8(a), and (iv) the amount of any such reduction, shall be
made initially by the Tax Professional. The Tax Professional shall be selected
by the Executive, or if the Executive fails to select a Tax Professional within
thirty (30) days following the Date of Termination, by the Committee (as
constituted prior to the occurrence of any Change in Control). For purposes of
making the calculations required by this Section 8, the Tax Professional may
make reasonable assumptions and approximations concerning applicable taxes and
may rely on reasonable, good faith interpretations concerning the application of
the Code, and other applicable legal authority. The Company and the Executive
shall furnish to the Tax Professional such information and documents as the Tax
Professional may reasonably request in order to make a determination under this
Section 8. The Company shall bear and be solely responsible for all costs the
Tax Professional may reasonably incur in connection with any calculations
contemplated by this Section 8.

(c) If, notwithstanding any reduction described in Section 8(a), the IRS
determines that the Executive is liable for the Excise Tax as a result of the
receipt of any Covered Payments, then the Executive shall be obligated to pay
back to the Company, within thirty (30) days after a final IRS determination or
in the event that the Executive challenges the final IRS determination, a final
judicial determination, a portion of the Covered Payments equal to the
“Repayment Amount.” The Repayment Amount shall be the smallest such amount, if
any, as shall be required to be paid to the Company so that the Executive153s net
after-tax proceeds with respect to the Covered Payments (after taking into
account the payment of the Excise Tax and all other applicable taxes imposed on
such benefits) shall be maximized. The Repayment Amount shall be zero if a
Repayment Amount of more than zero would not result in the Executive153s net
after-tax proceeds with respect to the Covered Payments being maximized. If the
Excise Tax is not eliminated pursuant to this Section 8(c), the Executive shall
pay the Excise Tax.

(d) Notwithstanding any other provision of this Section 8, if (i) there is a
reduction in the payments to the Executive as described in this Section 8, (ii)
the IRS later determines that the Executive is liable for the Excise Tax, the
payment of which would result in the maximization of the Executive153s net
after-tax proceeds (calculated as if the Executive153s benefits had not previously
been reduced), and (iii) the Executive pays the Excise Tax, then the Company
shall pay to the Executive those payments which were reduced pursuant to this
Section 8 as soon as administratively possible after the Executive pays the
Excise Tax (but not later than 30 days after notice by the Executive to the
Company thereof) so that the Executive153s net after-tax proceeds with respect to
the payment of the Covered Payments are maximized.

9. Post Termination Obligations.

(a) Proprietary Information Defined. “Proprietary Information” is all
information and any idea in whatever form, tangible or intangible, pertaining in
any manner to the business of the Company or any of its affiliated companies, or
to its clients, consultants, or business associates, unless: (i) the information
is or becomes publicly known through lawful means; (ii) the information was
rightfully in the Executive153s possession or part of his general knowledge prior
to his employment by the Company; or (iii) the information is disclosed to the
Executive without confidential or proprietary restriction by a third party who
rightfully possesses the information (without confidential or proprietary
restriction) and did not learn of it, directly or indirectly, from the Company.

(b) General Restrictions on Use of Proprietary Information. The
Executive agrees to hold all Proprietary Information in strict confidence and
trust for the sole benefit of the Company and not to, directly or indirectly,
disclose, use, copy, publish, summarize, or remove from Company153s premises any
Proprietary Information (or remove from the premises any other property of the
Company), except (i) during his employment to the extent necessary to carry out
the Executive153s responsibilities under this Agreement, (ii) after termination of
his employment as specifically authorized in writing by the Board, and (iii)
pursuant to a subpoena.

(c) Non-Solicitation and Non-Raiding. To forestall the disclosure or
use of Proprietary Information in breach of Section 9(b), and in consideration
of this Agreement, Executive agrees that for a period of two (2) years after
termination of his employment, he shall not, for himself or any third party,
directly or indirectly (i) divert or attempt to divert from the Company (or any
of its affiliated companies) any business of any kind in which it is engaged,
including, without limitation, the solicitation of its customers as to products
which are directly competitive with products sold by the Company at the time of
the Executive153s termination, or interference with any of its suppliers or
customers, or (ii) solicit for employment any person employed by the Company, or
by any of its affiliated companies, during the period of such person153s
employment and for a period of three months after the voluntary termination of
such person153s employment with the Company.

(d) Contacts with the Press. Following termination, the Executive will
continue to abide by the Company153s policy that prohibits discussing any aspect
of Company business with representatives of the press without first obtaining
the permission of the Company153s Public Relations Department.

(e) Non-Disparagement. The Executive agrees that he will not do or say
anything that could reasonably be expected to disparage or impact negatively the
name or reputation in the marketplace of the Company or any of its employees,
officers, directors, stockholders, members, principals or assigns. Nothing
herein shall preclude the Executive from complying with applicable disclosure
requirements, responding truthfully to any legal process or truthfully
testifying in a legal or regulatory proceeding, provided that, to the extent
permitted by law, the Executive promptly informs the Company of any such
obligation prior to participating in any such proceedings. The Company likewise
agrees that it will not release any information or make any statements, and its
officers, directors and other representatives who may reasonably be viewed as
speaking on its behalf shall not do or say anything that could reasonably be
expected to disparage or impact negatively the name or reputation in the
marketplace of the Executive. Nothing herein shall preclude the Company from
complying with applicable disclosure requirements, responding truthfully to any
legal process or truthfully testifying in a legal or regulatory proceeding,
provided that to the extent permitted by law, the Company will promptly inform
the Executive in advance if they have reason to believe such response or
testimony will directly relate to the Executive.

(f) Remedies. Nothing in this Section 9 is intended to limit any
remedy of the Company under the California Uniform Trade Secrets Act (California
Civil Code Section 3426), or otherwise available under law. Furthermore, the
Executive and the Company agree that the covenants contained in this Section 9
are reasonable and enforceable under the circumstances, and further agree that
if in the opinion of any court of competent jurisdiction any such covenant is
not enforceable in any respect, such court will have the right, power and
authority to sever or modify any provision or provisions of such covenants as to
the court appear unenforceable and to enforce the remainder of the covenants as
so amended. The Executive also acknowledges and agrees that the remedy at law
available to the Company for breach of any of the Executive153s obligations under
this Section 9 would be inadequate, and that damages flowing from such a breach
may not readily be susceptible to being measured in monetary terms, so therefore
the Executive acknowledges, consents and agrees that, in addition to any other
rights and remedies that the Company may have at law, in equity or under this
Agreement (subject to the limitation set forth in Section 9(g) below), upon
adequate proof of the Executive153s violation of any such provision of this
Section 9, the Company will be entitled to immediate injunctive relief and may
obtain a temporary order restraining any threatened or further breach, without
the necessity of proof of actual damage or posting of any bond. The provisions
of this Section 9(f) shall apply with like force against the Company with
respect to any remedy available to the Executive for enforcement of Section
9(e).

(g) No Deferral or Withholding by the Company. In no event shall an
asserted violation of the provisions of this Section 9 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive pursuant
to this Agreement.

10. Successors.

(a) This Agreement is personal to the Executive and without the prior written
consent of the Company shall not be assignable by the Executive otherwise than
by will or the laws of descent and distribution. The rights of Executive under
this Agreement shall inure to the benefit of and be enforceable by the
Executive153s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, “Company” shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

11. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the
laws of the State of California, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.

(b) All notices or other communications required or permitted hereunder shall
be made in writing. Notice shall be effective on the date of delivery if
delivered by hand upon receipt or if delivered by use of the recipient153s Company
e-mail address upon receipt, on the first business day following the date of
dispatch if delivered utilizing next day service by a recognized next day
courier to the applicable address set forth below, or if mailed, three (3)
business days after having been mailed, postage prepaid, by certified or
registered mail, return receipt requested, and addressed to the applicable
address set forth below. Notice given by facsimile shall be effective upon
written confirmation of receipt of the facsimile.

If to the Executive:
To the residence address for the Executive last shown on the Company153s payroll
records.

If to the Company:
The Clorox Company
1221 Broadway
Oakland, California 94612
Attention: General Counsel
Fax: [ ________ ]

or to such other address as either party shall have furnished to the other in
writing in accordance herewith.

(c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

(d) The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

(e) This Agreement may not be modified or amended in a manner adverse to the
interests of the Executive except as provided in Section 3(a) above, or with
respect to the Executive, by an instrument in writing signed by the Executive
consenting to such modification or amendment. By an instrument in writing
similarly executed, either party may waive compliance by the other party with
any provision of this Agreement that such other party was or is obligated to
comply with or perform, provided, however, that such waiver shall not operate as
a waiver of, or estoppel with respect to, any other or subsequent failure. No
failure to exercise and no delay in exercising any right, remedy, or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, or power hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, or power provided
herein or by law or in equity.

(f) Except as (1) provided in Section 6 above and (2) with respect to the
Initial Awards as provided in Section 5(a)(iv), the terms of this Agreement are
intended by the parties to be the final expression of their agreement regarding
the provision of benefits to be paid by the Company to Executive in connection
with certain types of termination of employment in connection with the
occurrence of a Change in Control. Except as permitted in Section 6 above, the
terms of this Agreement may not be contradicted by evidence of any prior or
contemporaneous agreement and no extrinsic evidence whatsoever may be introduced
in any judicial, administrative, or other legal proceeding involving the
Agreement.

(g) In the event of any inconsistency between (a) this Agreement and (b) any
other plan, program, practice or agreement in which the Executive participates
or is a party, this Agreement shall control.

12. Executive Acknowledgment. The Executive
acknowledges (a) that he has consulted with or has had the opportunity to
consult with independent counsel of his own choice concerning this Agreement and
has been advised to do so by the Company, and (b) that he has read and
understands the Agreement, is fully aware of its legal effect, and has entered
into it freely based on his own judgment.

13. Survival. The Executive153s rights under Sections
5, 8, 14, 16 and this Section 13 shall survive any termination of the
Executive153s employment and the term of this Agreement.

14. Arbitration and Injunctive
Relief.

(a) Any controversy between the Executive or the Executive153s heirs or estate
and the Company or any employee of the Company, including but not limited to,
those involving the construction or application of any of the terms, provisions
or conditions of this Agreement or otherwise arising out of or related to this
Agreement, shall be settled by arbitration before a single arbitrator in
accordance with the then current commercial arbitration rules of the American
Arbitration Association, and judgment on the award rendered by the arbitrator
may be entered by any court having jurisdiction thereof. The location of the
arbitration shall be San Francisco, California if the Executive153s current or
most recent location of employment with the Company is or was located in Alameda
County, California. If it is or was elsewhere, the arbitration shall be held at
the city nearest to the Executive153s last location of employment with the Company
which has an office of the American Arbitration Association. The arbitrator
shall award attorney153s fees to the Executive to the extent that the Executive
prevails in the arbitration proceeding.

(b) Notwithstanding the other provisions of this Section 14 or any other
provision of this Agreement to the contrary, no claim or controversy for
injunctive or equitable relief contemplated by or allowed under applicable law
pursuant to Section 9 of this Agreement will be subject to arbitration under
this Section 14, but will instead be subject to determination in a court of
competent jurisdiction in the State of California, County of Alameda, which
court shall apply California law without reference to the conflict of laws
provisions thereof.

15. Section 409A. To the extent applicable, it is
intended that this Agreement and any payment made hereunder shall comply with
the requirements of Section 409A of the Code, and any related regulations or
other guidance promulgated with respect to such Section by the U.S. Department
of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision
that would cause the Agreement or any payment hereof to fail to satisfy Section
409A shall have no force or effect until amended to the minimum extent required
to comply with Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A.

16. Indemnification. The Company agrees to indemnify
the Executive and hold him harmless to the fullest extent permitted by the
Company153s certificate of incorporation, bylaws and applicable law against and in
respect to any and all actions, suits, proceedings, claims, demands, judgments,
costs, expenses, losses, and damages resulting from the Executive153s good faith
performance of his duties and obligations with the Company. The Company shall
insure the Executive under any contract of directors and officers liability
insurance, insuring members of the Board, during his employment and tenure as a
Board member and thereafter for so long as he may be subject to liability for
such acts or omissions in the performance of his duties and obligations to the
Company.

17. Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instruments. One or more
counterparts of this Agreement may be delivered by facsimile, with the intention
that delivery by such means shall have the same effect as delivery of an
original counterpart thereof.

18. Severability. If any one or more of the
provisions contained in this Agreement, or any application thereof, shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and all other
applications thereof shall not in any way be affected or impaired thereby. This
Agreement shall be construed and enforced as if such invalid, illegal or
unenforceable provision has never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the invalid, illegal or unenforceable provision or by its severance
herefrom. In lieu of such invalid, illegal or unenforceable provisions there
shall be added automatically as a part hereof a provision as similar in terms
and economic effect to such invalid, illegal or unenforceable provision as may
be possible and be valid, legal and enforceable.

The parties have duly executed this Agreement as of the Effective Date that
appears at the beginning of this Agreement.

THE CLOROX COMPANY			EXECUTIVE
The Company

By:
Name:			(Executive)
Title:

EXHIBIT

EXHIBIT
GENERAL RELEASE

This document is an important one. You should review it carefully
and, if you agree to it, sign at the end on the line indicated.

You have 21 days to sign this Release, during which time you are
advised to consult with an attorney regarding its terms.

After signing this Release, you have seven days to revoke it.
Revocation should be made in writing and delivered so that it is received by the
Corporate Secretary of The Clorox Company, 1221 Broadway, Oakland, CA 94612 no
later than 4:30 p.m. Pacific time on the seventh day after signing this Release.
If you do revoke this Release within that time frame, you will have no rights
under it. This Release shall not become effective or enforceable until the seven
day revocation period has expired.

The agreement for payment of consideration in paragraph 2 will not
become effective until the seven day revocation period has passed.

This GENERAL RELEASE is entered into between The Clorox Company (hereinafter
referred to as “Employer”) and Donald R. Knauss (hereinafter referred to as
“Executive”). Defined terms used in this General Release not defined herein
shall have the meaning set forth in the Agreement (as defined below). Employer
and Executive agree as set forth herein, including as follows:

1. Executive153s regular employment with Employer will terminate as of
_________________, 20_. Executive is ineligible for reemployment or
reinstatement with Employer.

2. Upon Executive153s acceptance of the terms set forth herein, the Employer
agrees to provide the Executive with compensation and benefits set forth in
Section 5 of the Change in Control Severance Agreement (the “Agreement”), which
compensation and benefits shall be provided subject to the terms and conditions
of the Agreement, a copy of which is attached to this General Release.

3. (a) In consideration of the Employer providing Executive this
compensation, Executive and Executive153s heirs, assignees and agents agree to
release the Employer, all affiliated companies, agents and employees and each of
their successors and assigns (hereinafter referred to as “Releasees”) fully and
finally from any claims, liabilities, demands or causes of action which
Executive may have or claim to have against the Releasees at present or in the
future, except for the following: (i) claims for vested benefits under the terms
of an employee compensation or benefit plan, program or arrangement sponsored by
the Company, (ii) claims for workers153 compensation benefits under any of the
Company153s workers153 compensation insurance policies or funds, (iii) claims
related to Executive153s COBRA rights, and (iv) claims for indemnification to
which Executive is or may become entitled, including but not limited to claims
submitted to an insurance company providing the Company with directors and
officers liability insurance. The claims released may include, but are not
limited to, any tax obligations as a result of the payment of consideration
referred to in paragraph 2, and claims arising under federal, state or local
laws prohibiting discrimination in employment, including the Age Discrimination
in Employment Act (ADEA) or claims growing out of any legal restrictions on the
Employer153s right to terminate its employees. Claims of discrimination, wrongful
termination, age discrimination, and any claims other than for vested benefits
are hereby released.

(b) By signing this document, Executive agrees not to file a lawsuit to
assert such claims. Executive also agrees that if Executive breaches this
provision, Executive will be liable for all costs and attorneys153 fees incurred
by any Releasee resulting from such action.

4. By signing this document, Executive is also expressly waiving the
provisions of California Civil Code section 1542, which provides as follows:

“A general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.”

By signing this document, Executive agrees and understands that Executive is
releasing unknown as well as known claims related to Executive153s employment in
exchange for the compensation set forth above.

5. Except and until public disclosure is required under applicable law,
Executive agrees to maintain in complete confidence the terms of this Release,
except as it may be necessary to comply with a legally compelled request for
information.

6. Executive153s execution of this General Release and the absence of an
effective revocation of such General Release by Executive shall constitute
Executive153s resignation from all offices, directorships and other positions then
held with the Employer or any of its affiliates, and any other position held for
the benefit of or at the request of the Employer or any of its affiliates, and
Executive hereby agrees that this General Release constitutes such resignation.
Executive also agree to execute a confirmatory letter of resignation if
requested.

7. Executive hereby acknowledges and agrees that all personal property and
equipment furnished to or prepared by the Executive in the course of or incident
to his employment, belong to the Employer and shall, if physically returnable,
be promptly returned to the Employer upon termination of his employment.
“Personal property” includes, without limitation, all books, manuals, records,
reports, notes, contracts, lists, blueprints, and other documents, computer
media or materials, or copies thereof, and Proprietary Information. Following
termination, the Executive will not retain any written or other tangible
material containing any Proprietary Information (as defined in the Agreement).

8. The provisions of this General Release are severable and in the event that
a court of competent jurisdiction determines that any provision of this General
Release is in violation of any law or public policy, in whole or in part, only
the portions of this General Release that violate such law or public policy
shall be stricken. All portions of this General Release that do not violate any
statute or public policy shall not be affected thereby and shall continue in
full force and effect. Further, any court order striking any portion of this
General Release shall modify the stricken terms as narrowly as possible to give
as much effect as possible to the intent of the Employer and Executive under
this General Release.

9. Executive agrees to indemnify and hold Employer harmless from and against
any tax obligations for which Executive may become liable as a result of this
Release and/or payments made pursuant to the Agreement, other than tax
obligations of the Employer resulting from the nondeductibility of any payments
made pursuant to this Release or the Agreement.

10. Agreeing to this Release shall not be deemed or construed by either party
as an admission of liability or wrongdoing by either party.

11. This Release, the Agreement and the plans of The Clorox Company referred
to in the Agreement set forth the entire agreement between Executive and the
Employer with respect to the subject matter hereof. This Release and the
Agreement are not subject to modification except in writing executed by both of
the parties. The Clorox Company plan documents of plans referred to in the
Agreement may be amended in accordance with the provisions of those plans.

12. Executive acknowledges that (i) Executive has consulted with or has had
adequate opportunity to consult with independent counsel of Executive153s own
choice concerning the Agreement and this Release, (ii) Executive has been
advised by the Company to consult with independent counsel of Executive153s own
choice regarding the Agreement and this Release, (iii) Executive is fully aware
of the legal effect of the Agreement and this Release, and (iv) Executive agreed
to enter into the Agreement, and is likewise entering into this Release, freely
based on Executive153s own judgment.

Executive acknowledges by signing below that Executive has not relied upon
any representations, written or oral, not set forth in this Release.

EXECUTIVE

Signature

Name

Date

THE CLOROX COMPANY

Signature

Name

Date

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