{"id":38255,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-stock-incentive-plan-the-clorox-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-stock-incentive-plan-the-clorox-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-stock-incentive-plan-the-clorox-co.html","title":{"rendered":"1996 Stock Incentive Plan &#8211; The Clorox Co."},"content":{"rendered":"<pre>\nTHE CLOROX COMPANY\n1996 STOCK INCENTIVE PLAN\n\n1. PURPOSES OF THE PLAN.\n\nThe purposes of this Stock Incentive Plan are to attract and retain the best\navailable personnel for positions of substantial responsibility, to provide\nadditional incentive to Employees and Consultants of the Company and its\nSubsidiaries and to promote the success of the Company's business. Definitions\nof capitalized terms used in the Plan are contained in the attached Glossary\nwhich is an integral part of the Plan.\n\n2. STOCK SUBJECT TO THE PLAN.\n\n(a) Subject to the provisions of Section 9, below, the maximum aggregate number\nof Shares which may be issued pursuant to Awards shall be 25.5 million Shares.\nNotwithstanding the foregoing, (i) no more than twenty percent (20%) of the\ntotal number of Shares available for grant under the Plan may be issued as\nRestricted Stock, SARs, Dividend Equivalent Rights, Performance Shares or\nPerformance Units and (ii) any Shares issued pursuant to awards under the\nCompany's Executive Incentive Compensation Plan granted after the date of the\nBoard's adoption of the Plan shall reduce on a Share for Share basis the number\nof Shares otherwise available under the Plan. The Shares to be issued pursuant\nto Awards may be authorized, but unissued, or reacquired Common Stock.\n\n(b) If an Award expires or becomes unexercisable without having been exercised\nin full, or is surrendered pursuant to an Award exchange program, or if any\nunissued Shares are retained by the Company upon exercise of an Award in order\nto satisfy the exercise price for such Award or any withholding taxes due with\nrespect to such Award, such unissued or retained Shares shall become available\nfor future grant or sale under the Plan (unless the Plan has terminated). Shares\nthat actually have been issued under the Plan pursuant to an Award shall not be\nreturned to the Plan and shall not become available for future distribution\nunder the Plan, except that if unvested Shares are forfeited, or repurchased by\nthe Company at their original purchase price, such Shares shall become available\nfor future grant under the Plan.\n\n3. ADMINISTRATION OF THE PLAN.\n\n(a) PLAN ADMINISTRATOR.\n\n(i) ADMINISTRATION WITH RESPECT TO EMPLOYEES WHO ARE DIRECTORS AND OFFICERS.\n\nWith respect to grants of Awards to Employees who are also Officers or Directors\nof the Company, the Plan shall be\n\n\n                                     Page 1\n   2\nadministered by (A) the Board or (B) a Committee designated by the Board, which\nCommittee shall be constituted in such a manner as to satisfy Applicable Laws\nand to permit such grants and related transactions under the Plan to be exempt\nfrom Section 16(b) of the Exchange Act in accordance with Rule16b-3. Once\nappointed, such Committee shall continue to serve in its designated capacity\nuntil otherwise directed by the Board.\n\n(ii) ADMINISTRATION WITH RESPECT TO OTHER EMPLOYEES AND CONSULTANTS. With\nrespect to grants of Awards to Employees and Consultants who are neither\nDirectors nor Officers of the Company, the Plan shall be administered by (A) the\nBoard or (B) a Committee designated by the Board, which Committee shall be\nconstituted in such a manner as to satisfy the Applicable Laws.\n\n(iii) ADMINISTRATION WITH RESPECT TO COVERED EMPLOYEES. Notwithstanding the\nforegoing, grants of Awards to any Covered Employee intended to qualify as\nPerformance-Based Compensation shall be made only by a Committee (or\nsubcommittee of a Committee) which is composed solely of two or more Directors\neligible under the Code to serve on a committee making Awards qualifying as\nPerformance-Based Compensation.\n\n(b) POWERS OF THE ADMINISTRATOR. Subject to Applicable Laws and the provisions\nof the Plan (including any other powers given to the Administrator hereunder),\nand except as otherwise provided by the Board, the Administrator shall have the\nauthority, in its discretion:\n\n(i) to select the Employees and Consultants to whom Awards may from time to time\nbe granted hereunder;\n\n(ii) to determine whether and to what extent Awards are granted hereunder;\n\n(iii) to determine the number of Shares to be covered by each Award granted\nhereunder;\n\n(iv) to approve forms of Award Agreement for use under the Plan;\n\n(v) to determine the terms and conditions of any Award granted hereunder;\n\n(vi) to amend the terms of any outstanding Award granted under the Plan,\nprovided that no such amendment shall reduce the exercise price of outstanding\nOptions, and provided further, that any amendment that would adversely affect\nthe Grantee's rights under an outstanding Award shall not be made without the\nGrantee's written consent;\n\n\n                                     Page 2\n   3\n(vii) to construe and interpret the terms of the Plan and Awards granted\npursuant to the Plan; and\n\n(viii) to take such other action, not inconsistent with the terms of the Plan,\nas the Administrator deems appropriate.\n\n(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and\ninterpretations of the Administrator shall be final and binding on the Grantees\nand any other holders of Awards intended by the Administrator to be affected\nthereby.\n\n4. ELIGIBILITY.\n\nAwards other than Incentive Stock Options may be granted to Employees and\nConsultants. Incentive Stock Options may be granted only to Employees. An\nEmployee or Consultant who has been granted an Award may, if otherwise eligible,\nbe granted additional Awards. Awards may be granted to such Employees and\nConsultants of the Company and its subsidiaries who are residing in foreign\njurisdictions as the Administrator in its sole discretion may determine from\ntime to time. The Administrator may establish additional terms, conditions,\nrules or procedures to accommodate the rules or laws of applicable foreign\njurisdictions and to afford Grantees favorable treatment under such laws;\nprovided, however, that no Award shall be granted under any such additional\nterms, conditions, rules or procedures with terms or conditions which are\ninconsistent with the provisions of the Plan.\n\n5. TERMS AND CONDITIONS OF AWARDS.\n\n(a) TYPE OF AWARDS. The Administrator is authorized under the Plan to award any\ntype of arrangement to an Employee or Consultant that is not inconsistent with\nthe provisions of the Plan and that by its terms involves or might involve the\nissuance of (i) Shares, (ii) an Option, a SAR or similar right with an exercise\nor conversion privilege at a fixed or variable price related to the Common Stock\nand\/or the passage of time, the occurrence of one or more events, or the\nsatisfaction of performance criteria or other conditions, or (iii) any other\nsecurity with the value derived from the value of the Common Stock. Such awards\ninclude, without limitation, Options, SARs, sales or bonuses of Restricted\nStock, Dividend Equivalent Rights, Performance Units or Performance Shares, and\nan Award may consist of one such security or benefit, or two or more of them in\nany combination or alternative.\n\n\n                                     Page 3\n   4\n(b) DESIGNATION OF AWARD. Each Award shall be designated in the Award Agreement.\nIn the case of an Option, the Option shall be designated as either an Incentive\nStock Option or a Non-Qualified Stock Option. However, notwithstanding such\ndesignation, to the extent that the aggregate Fair Market Value of Shares\nsubject to Options designated as Incentive Stock Options which become\nexercisable for the first time by a Grantee during any calendar year (under all\nplans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess\nOptions, to the extent of the Shares covered thereby in excess of the foregoing\nlimitation, shall be treated as Non-Qualified Stock Options. For this purpose,\nIncentive Stock Options shall be taken into account in the order in which they\nwere granted, and the Fair Market Value of the Shares shall be determined as of\nthe date the Option with respect to such Shares is granted.\n\n(c) CONDITIONS OF AWARD. Subject to the terms of the Plan, the Administrator\nshall determine the provisions, terms, and conditions of each Award including,\nbut not limited to, the Award vesting schedule, repurchase provisions, rights of\nfirst refusal, forfeiture provisions, form of payment (cash, Shares, or other\nconsideration) upon settlement of the Award, and payment contingencies. In the\ncase of an Award (other than an Option or SAR) intended to qualify as\nPerformance-Based Compensation, the grant, exercise and\/or settlement of such\nAward shall be contingent upon achievement of preestablished performance goals,\nwhich shall consist of one or more of the following performance criteria: total\nshareholder return, stock price, Clorox Value Measure, cash value added,\neconomic value added, operating margin, asset turnover, sales growth, asset\ngrowth, return on investment, earnings per share, return on equity, return on\nassets, return on capital, operating cash flow, cost of capital, net income,\ncustomer satisfaction, employee satisfaction, and personal management\nobjectives. Performance goals shall be objective and shall otherwise meet the\nrequirements of Code Section 162(m) and the regulations thereunder. Performance\ngoals may differ for Awards granted to any one Grantee or to different Grantees.\nAchievement of performance goals in respect of Awards intended to qualify as\nPerformance-Based Compensation shall be measured over a performance period\nspecified in the Award of up to ten years, and the goals shall be established\nnot later than 90 days after the beginning of the performance period applicable\nto the Award, or at such other date as may be required or permitted for\nPerformance-Based Compensation. The Award may provide that partial achievement\nof the performance goal will result in a payment or vesting corresponding to the\ndegree of achievement as\n\n\n                                     Page 4\n   5\nspecified in the Award. The Administrator may, in its discretion, reduce the\namount of a settlement otherwise to be made in connection with an Award intended\nto qualify as Performance-Based Compensation, but may not exercise discretion to\nincrease the award.\n\n(d) DEFERRAL OF AWARD PAYMENT. The Administrator may establish one or more\nprograms under the Plan to permit selected Grantees the opportunity to elect to\ndefer receipt of consideration upon exercise of an Award, satisfaction of\nperformance criteria, or other event that absent the election would entitle the\nGrantee to payment or receipt of Shares or other consideration under an Award.\nThe Administrator may establish the election procedures, the timing of such\nelections, the mechanisms for payments of, and accrual of interest or other\nearnings, if any, on amounts or Shares so deferred, and such other terms,\nconditions, rules and procedures that the Administrator deems advisable for the\nadministration of any such deferral program.\n\n(e) AWARD EXCHANGE PROGRAMS. The Administrator may establish one or more\nprograms under the Plan to permit selected Grantees to exchange an Award under\nthe Plan for one or more other types of Awards under the Plan on such terms and\nconditions as established by the Administrator from time to time. In no event\nmay an award exchange program have the effect of reducing the exercise price of\nan outstanding Option.\n\n(f) TERM OF AWARD. The term of each Award shall be the term stated in the Award\nAgreement, provided, however, that the term of an Award shall be no more than\nten (10) years from the date of grant thereof. However, in the case of an\nIncentive Stock Option granted to a Grantee who, at the time the Option is\ngranted, owns stock representing more than ten percent (10%) of the voting power\nof all classes of stock of the Company or any Parent or Subsidiary, the term of\nthe Incentive Stock Option shall be five (5) years from the date of grant\nthereof or such shorter term as may be provided in the Award Agreement.\n\n(g) INDIVIDUAL OPTION, SAR LIMIT. The maximum aggregate number of Shares with\nrespect to which Options and SAR may be granted to any Employee in any fiscal\nyear of the Company shall be two million (2,000,000) Shares. The foregoing\nlimitation shall be adjusted proportionately in connection with any change in\nthe Company's capitalization pursuant to Section 9, below. This Section 5(g) is\nintended to comply with the requirements for the award of Performance-Based\n\n\n                                     Page 5\n   6\nCompensation applicable to stock options and stock appreciation rights and shall\nbe construed in accordance with the requirements of Section 162(m) of the Code\nand the regulations thereunder.\n\n(h) INDIVIDUAL PERFORMANCE-BASED COMPENSATION LIMIT FOR AWARDS OTHER THAN\nOPTIONS AND SARS. The maximum value of any Award (other than an Option or SAR)\ngranted to any Employee in any fiscal year of the Company and intended to\nqualify as Performance-Based Compensation shall be two million dollars\n($2,000,000), calculated based upon the value of the Award assuming the\nperformance goal was met on the date of the grant of the Award. This Section\n5(h) is intended to comply with the requirements for the award of\nPerformance-Based Compensation applicable to awards other than stock options and\nstock appreciation rights and shall be construed in accordance with the\nrequirements of Section 162(m) of the Code and the regulations thereunder.\n\n(i) TRANSFERABILITY OF AWARDS. Incentive Stock Options may not be sold, pledged,\nassigned, hypothecated, transferred, or disposed of in any manner other than by\nwill or by the laws of descent or distribution and may be exercised, during the\nlifetime of the Grantee, only by the Grantee. Other Awards shall be transferable\nto the extent provided in the Award Agreement.\n\n(j) TIME OF GRANTING AWARDS. The date of grant of an Award shall for all\npurposes be the date on which the Administrator makes the determination to grant\nsuch Award, or such other date as is determined by the Administrator. Notice of\nthe grant determination shall be given to each Employee to whom an Award is so\ngranted within a reasonable time after the date of such grant.\n\n6. AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION, AND TAXES.\n\n(a) EXERCISE OR PURCHASE PRICE. The exercise or purchase price, if any, for an\nAward shall be as follows:\n\n(i) In the case of an Incentive Stock Option:\n\n(A) granted to an Employee who, at the time of the grant of such Incentive Stock\nOption owns stock representing more than ten percent (10%) of the voting power\nof all classes of stock of the Company or any Parent or Subsidiary, the per\nShare exercise price shall be not less than one hundred ten percent (110%) of\nthe Fair Market Value per Share on the date of grant.\n\n(B) granted to any Employee other than an Employee\n\n\n                                     Page 6\n   7\ndescribed in the preceding clause, the per Share exercise price shall be not\nless than one hundred percent (100%) of the Fair Market Value per Share on the\ndate of grant.\n\n(ii) In the case of a Non-Qualified Stock Option, the per Share exercise price\nshall be not less than one hundred percent (100%) of the Fair Market Value per\nShare on the date of grant unless otherwise determined by the Administrator, but\nin no event less than eighty-five percent (85%) of the Fair Market Value per\nShare on the date of grant.\n\n(iii) In the case of any other Award, including Restricted Stock, such price, if\nany, as determined by the Administrator.\n\n(b) CONSIDERATION. Subject to Applicable Laws, the consideration to be paid for\nthe Shares to be issued upon exercise or purchase of an Award including the\nmethod of payment, shall be determined by the Administrator (and, in the case of\nan Incentive Stock Option, shall be determined at the time of grant). In\naddition to any other types of consideration the Administrator may determine,\nthe Administrator is authorized to accept as consideration for Shares under the\nPlan the following:\n\n(i) cash;\n\n(ii) check;\n\n(iii) delivery of Grantee's promissory note with such recourse, interest,\nsecurity, and redemption provisions as the Administrator in its discretion\ndetermines as appropriate;\n\n(iv) surrender of Shares (including withholding of Shares otherwise deliverable\nupon exercise of the Award) which have a Fair Market Value on the date of\nsurrender equal to the aggregate exercise price of the Shares as to which said\nAward shall be exercised (but only to the extent that such exercise of the Award\nwould not result in an accounting compensation charge with respect to the Shares\nused to pay the exercise price unless otherwise determined by the\nAdministrator);\n\n(v) delivery of a properly executed exercise notice together with such other\ndocumentation as the Administrator and the broker, if applicable, shall require\nto effect an exercise of the Award and delivery to the Company of the sale or\nloan proceeds required to pay the exercise price and\/or related withholding\ntaxes; or\n\n(vi) any combination of the foregoing methods of payment.\n\n(c) TAXES. No Shares shall be delivered under the Plan to any Grantee or other\nperson until such Grantee or other person has made arrangements acceptable to\nthe Administrator for the\n\n\n                                     Page 7\n   8\nsatisfaction of federal, state, and local income and employment tax withholding\nobligations, including, without limitation, obligations incident to the receipt\nof Shares or the disqualifying disposition of Shares received on exercise of an\nIncentive Stock Option. Upon exercise of an Award, the Company shall withhold\nfrom Grantee an amount sufficient to satisfy such tax obligations.\n\n7. EXERCISE OF AWARD.\n\n(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER.\n\n(i) Any Award granted hereunder shall be exercisable at such times and under\nsuch conditions as determined by the Administrator under the terms of the Plan\nand specified in the Award Agreement; provided that no Award may be exercisable\nprior to six (6) months from the date of grant.\n\n(ii) An Award shall be deemed to be exercised when written notice of such\nexercise has been given to the Company in accordance with the terms of the Award\nby the person entitled to exercise the Award and full payment for the Shares\nwith respect to which the Award is exercised has been received by the Company.\nUntil the issuance (as evidenced by the appropriate entry on the books of the\nCompany or of a duly authorized transfer agent of the Company) of the stock\ncertificate evidencing such Shares, no right to vote or receive dividends or any\nother rights as a stockholder shall exist with respect to Shares subject to an\nAward, notwithstanding the exercise of an Option or other Award. The Company\nshall issue (or cause to be issued) such stock certificate promptly upon\nexercise of the Award. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the stock certificate is issued,\nexcept as provided in the Award Agreement or Section 9, below.\n\n(b) EXERCISE OF AWARD FOLLOWING TERMINATION OF EMPLOYMENT RELATIONSHIP.\n\n(i) An Award may not be exercised after the termination date of such Award set\nforth in the Award Agreement and may be exercised following the termination of a\nGrantee's Continuous Service only to the extent provided in the Award Agreement.\n\n(ii) Where the Award Agreement permits a Grantee to exercise an Award following\nthe termination of the Grantee's Continuous Service for a specified period, the\nAward shall terminate to the extent not exercised on the last day of the\nspecified period or the last day of the original term of the Award whichever\noccurs first.\n\n(iii) Any Award designated as an Incentive Stock Option to the extent not\nexercised within the time permitted by law\n\n\n                                     Page 8\n   9\nfor the exercise of Incentive Stock Options following the termination of a\nGrantee's Continuous Service shall convert automatically to a Non-Qualified\nStock Option and thereafter shall be exercisable as such to the extent\nexercisable by its terms for the period specified in the Award Agreement.\n\n(iv) Notwithstanding the foregoing, in the event of termination of a Grantee's\nContinuous Service after attaining age fifty-five (55) with ten (10) or more\nyears of Vesting Service, unless otherwise provided in the Award Agreement, each\noutstanding Award held by such Grantee shall become fully vested and exercisable\nand be released from any restrictions on transfer and repurchase or forfeiture\nrights for all of the Shares at the time represented by such Award.\n\n8. CONDITIONS UPON ISSUANCE OF SHARES.\n\n(a) Shares shall not be issued pursuant to the exercise of an Award unless the\nexercise of such Award and the issuance and delivery of such Shares pursuant\nthereto shall comply with all Applicable Laws, and shall be further subject to\nthe approval of counsel for the Company with respect to such compliance.\n\n(b) As a condition to the exercise of an Award, the Company may require the\nperson exercising such Award to represent and warrant at the time of any such\nexercise that the Shares are being purchased only for investment and without any\npresent intention to sell or distribute such Shares if, in the opinion of\ncounsel for the Company, such a representation is required by any Applicable\nLaws.\n\n9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required action by\nthe stockholders of the Company, the number of Shares covered by each\noutstanding Award, and the number of Shares which have been authorized for\nissuance under the Plan but as to which no Awards have yet been granted or which\nhave been returned to the Plan, as well as the price per share of Common Stock\ncovered by each such outstanding Award, shall be proportionately adjusted for\nany increase or decrease in the number of issued shares of Common Stock\nresulting from a stock split, reverse stock split, stock dividend, combination\nor reclassification of the Common Stock, or any other similar event resulting in\nan increase or decrease in the number of issued shares of Common Stock. Such\nadjustment shall be made by the Administrator, and its determination in that\nrespect shall be final, binding and conclusive. Except as expressly provided\nherein, no issuance by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect,\n\n\n                                     Page 9\n   10\nand no adjustment by reason hereof shall be made with respect to, the number or\nprice of Shares subject to an Award.\n\n10. CORPORATE TRANSACTIONS\/CHANGES OF CONTROL\/SUBSIDIARY DISPOSITIONS.\n\n(a) In the event of a Corporate Transaction, each Award which is at the time\noutstanding under the Plan automatically shall become fully vested and\nexercisable and be released from any restrictions on transfer and repurchase or\nforfeiture rights, immediately prior to the specified effective date of such\nCorporate Transaction, for all of the Shares at the time represented by such\nAward. Effective upon the consummation of the Corporate Transaction, all\noutstanding Awards under the Plan shall terminate unless assumed by the\nsuccessor company or its Parent.\n\n(b) In the event of a Change of Control (other than a Change of Control which\nalso is a Corporate Transaction), each Award which is at the time outstanding\nunder the Plan automatically shall become fully vested and exercisable and be\nreleased from any restrictions on transfer and repurchase or forfeiture rights,\nimmediately prior to the specified effective date of such Change of Control, for\nall of the Shares at the time represented by such Award. Each such Award shall\nremain so exercisable until the expiration or sooner termination of the\napplicable Award term.\n\n(c) The Administrator shall have the authority, exercisable either in advance of\nany actual or anticipated Subsidiary Disposition or at the time of an actual\nSubsidiary Disposition and either at the time of the grant of an Award or at any\ntime while an Award remains outstanding, to provide for the automatic full\nvesting and exercisability of one or more outstanding unvested Awards under the\nPlan and the termination of restrictions on transfer and repurchase or\nforfeiture rights on such Awards, in connection with a Subsidiary Disposition,\nbut only with respect to those Grantees who are at the time engaged primarily in\nContinuous Service with the subsidiary corporation involved in such Subsidiary\nDisposition. The Administrator also shall have the authority to condition any\nsuch Award vesting and exercisability or release from such limitations upon the\nsubsequent termination of the affected Grantee's Continuous Service with that\nsubsidiary corporation within a specified period following the effective date of\nthe Subsidiary Disposition. The Administrator may provide that any Awards so\nvested or released from such limitations in connection with a Subsidiary\nDisposition, shall remain fully exercisable until the expiration or sooner\ntermination of the Award.\n\n(d) The portion of any Incentive Stock Option accelerated\n\n\n                                    Page 10\n   11\nunder this Section 10 in connection with a Corporate Transaction, Change of\nControl or Subsidiary Disposition shall remain exercisable as an Incentive Stock\nOption under the Code only to the extent the $100,000 dollar limitation of\nSection 422(d) of the Code is not exceeded. To the extent such dollar limitation\nis exceeded, the accelerated excess portion of such Option shall be exercisable\nas a Non-Qualified Stock Option.\n\n11. TERM OF PLAN.\n\nThe Plan shall become effective upon the earlier to occur of its adoption by the\nBoard or its approval by the stockholders of the Company. It shall continue in\neffect for a term of ten (10) years unless sooner terminated.\n\n12. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.\n\n(a) The Board may at any time amend, suspend or terminate the Plan, provided\nthat no amendment shall, without the approval of the stockholders of the\nCompany, (i) increase the number of Shares available for Awards of Restricted\nStock, SARs, Dividend Equivalent Rights, Performance Shares or Performance Units\nabove the number specified under Section 2 of the Plan, (ii) extend the term of\nAwards beyond ten (10) years from the date of grant, (iii) reduce the minimum\nexercise price for Options below the price provided under Section 6 of the Plan,\n(iv) allow Awards to be exercisable prior to six (6) months from the date of\ngrant or (v) extend the term of the Plan. To the extent necessary and desirable\nto comply with Applicable Laws, the Company shall obtain stockholder approval of\nany Plan amendment in such a manner and to such a degree as required.\n\n(b) No Award may be granted during any suspension or after termination of the\nPlan.\n\n(c) Any amendment, suspension or termination of the Plan shall not affect Awards\nalready granted, and such Awards shall remain in full force and effect as if the\nPlan had not been amended, suspended or terminated, unless mutually agreed\notherwise between the Grantee and the Administrator, which agreement must be in\nwriting and signed by the Grantee and the Company.\n\n13.AMENDMENT TO PRIOR PLANS.\n\nNo Awards shall be granted under the Company's 1977 Stock Option and Restricted\nStock Plans and 1987 Long Term Compensation Program on or after stockholder\napproval of the Plan.\n\n14. RESERVATION OF SHARES.\n\n(a) The Company, during the term of the Plan, will at all times reserve and keep\navailable such number of Shares as shall be sufficient\n\n\n                                    Page 11\n   12\nto satisfy the requirements of the Plan.\n\n(b) The inability of the Company to obtain authority from any regulatory body\nhaving jurisdiction, which authority is deemed by the Company's counsel to be\nnecessary to the lawful issuance and sale of any Shares hereunder, shall relieve\nthe Company of any liability in respect of the failure to issue or sell such\nShares as to which such requisite authority shall not have been obtained.\n\n15. NO EFFECT ON TERMS OF EMPLOYMENT.\n\nThe Plan shall not confer upon any Grantee any right with respect to\ncontinuation of employment or consulting relationship with the Company, nor\nshall it interfere in any way with his or her right or the Company's right to\nterminate his or her employment or consulting relationship at any time, with or\nwithout cause.\n\n16. STOCKHOLDER APPROVAL.\n\nContinuance of the Plan with respect to the grant of Incentive Stock Options and\ngrants to Covered Employees shall be subject to approval by the stockholders of\nthe Company within twelve (12) months before or after the date the Plan is\nadopted, and such stockholder approval shall be a condition to the right of a\nCovered Employee to receive Performance-Based Compensation hereunder. Such\nstockholder approval shall be obtained in the degree and manner required under\nApplicable Laws.\n\nGLOSSARY OF DEFINED TERMS\n\nDEFINITIONS. As used in the Plan, the following definitions shall apply:\n\n\"ADMINISTRATOR\" means the Board or any of the Committees appointed to administer\nthe Plan.\n\n\"AFFILIATE\" and \"ASSOCIATE\" shall have the respective meanings ascribed to such\nterms in Rule 12b-2 promulgated under the Exchange Act.\n\n\"APPLICABLE LAWS\" means the legal requirements relating to the administration of\nstock incentive plans, if any, under applicable provisions of federal securities\nlaws, state corporate and securities laws, the Code, and the rules of any\napplicable stock exchange or national market system.\n\n\"AWARD\" means the grant of an Option, SAR, Dividend Equivalent Right, Restricted\nStock, Performance Unit, Performance Share, or other right or benefit under the\nPlan.\n\n\n                                    Page 12\n   13\n\"AWARD AGREEMENT\" means the written agreement evidencing the grant of an Award\nexecuted by the Company and the Grantee, including any amendments thereto.\n\n\"BOARD\" means the Board of Directors of the Company.\n\n\"BUSINESS COMBINATION\" means a reorganization, merger or consolidation or sale\nor other disposition of all or substantially all of the assets of the Company or\nthe acquisition of assets of another corporation or entity, in each case,\nunless, immediately following such Business Combination, (i) all or\nsubstantially all of the individuals and entities who were the beneficial\nowners, respectively, of the outstanding Common Stock and outstanding Voting\nSecurities immediately prior to such Business Combination beneficially own,\ndirectly or indirectly, more than fifty percent (50%) of, respectively, the then\noutstanding shares of common stock and the combined voting power of the then\noutstanding voting securities entitled to vote generally in the election of\ndirectors, as the case may be, of the corporation resulting from such Business\nCombination (including, without limitation, a corporation which as a result of\nsuch transaction owns the Company or all or substantially all of the Company's\nassets either directly or through one or more subsidiaries) in substantially the\nsame proportions as their ownership, immediately prior to such Business\nCombination of the outstanding Common Stock and outstanding Voting Securities,\nas the case may be, (ii) no Person (excluding any employee benefit plan (or\nrelated trust) of the Company or such corporation resulting from such Business\nCombination) beneficially owns, directly or indirectly, twenty percent (20%) or\nmore (or, in the case of Henkel, more than the percentage limit of the Company's\nissued common stock agreed to in paragraph 4(a) of the June 18, 1981 agreement\nbetween the Company and Henkel, as amended), of the then outstanding shares of\ncommon stock of the corporation resulting from such Business Combination or the\ncombined voting power of the then outstanding voting securities of such\ncorporation except to the extent that such ownership existed prior to the\nBusiness Combination and (iii) at least a majority of the members of the board\nof directors of the corporation resulting from such Business Combination were\nmembers of the Incumbent Board at the time of the execution of the initial\nagreement, or of the action of the Board, providing for such Business\nCombination.\n\n\"CHANGE OF CONTROL\" means a change in ownership or control of the Company\neffected through either of the following transactions:\n\nThe acquisition by any Person of beneficial ownership (within the meaning of\nRule 13(d)(3) promulgated under the Exchange Act) of twenty percent (20%) or\nmore (or, in the case of Henkel, more\n\n\n                                    Page 13\n   14\nthan the percentage limit of the Company's issued common stock agreed to in\nparagraph 4(a) of the June 18, 1981 agreement between the Company and Henkel, as\namended) of either (A) the then outstanding shares of Common Stock or (B) the\ncombined voting power of the then outstanding Voting Securities; provided,\nhowever, that for purposes of this paragraph, the following acquisitions shall\nnot constitute a Change of Control: (W) any acquisition directly from the\nCompany, (X) any acquisition by the Company, including any acquisition which, by\nreducing the number of shares outstanding, is the sole cause for increasing the\npercentage of shares beneficially owned by any such Person or by Henkel to more\nthan the applicable percentage set forth above, (Y) any acquisition by any\nemployee benefit plan (or related trust) sponsored or maintained by the Company\nor any corporation controlled by the Company or (Z) any acquisition pursuant to\na Business Combination which complies with clauses (i), (ii) and (iii) of the\ndefinition of \"Business Combination\" above; or Directors constituting the\nIncumbent Board cease for any reason to constitute at least a majority of the\nDirectors.\n\n\"CLOROX VALUE MEASURE\" means an economic value added model the calculation of\nwhich links profit to investment by including a capital charge for assets\nemployed in the business.\n\n\"CODE\" means the Internal Revenue Code of 1986, as amended.\n\n\"COMMITTEE\" means any committee appointed by the Board to administer the Plan.\n\n\"COMMON STOCK\" means the common stock of the Company, as adjusted in accordance\nwith the provisions of Section 9.\n\n\"COMPANY\" means The Clorox Company.\n\n\"CONSULTANT\" means any person (other than an Employee) who is engaged by the\nCompany or any Parent or Subsidiary of the Company to render consulting or\nadvisory services to the Company or such Parent or Subsidiary.\n\n \"CONTINUOUS SERVICE\" means that the provision of services to the Company, any\nParent, or Subsidiary, in any capacity of Employee or Consultant is not\ninterrupted or terminated. Continuous Service shall not be considered\ninterrupted in the case of (i) any leave of absence approved by the Company or\n(ii) transfers between locations of the Company or between the Company, its\nParent, any Subsidiary, or any successor. A leave of absence approved by the\nCompany shall include sick leave, military leave, or any other personal leave\napproved by an authorized representative of the Company. For purposes of\nIncentive Stock Options, no such leave may exceed ninety (90) days, unless\nreemployment upon expiration of such leave is guaranteed by\n\n\n                                    Page 14\n   15\nstatute or contract.\n\n\"CORPORATE TRANSACTION\" means any of the following stockholder-approved\ntransactions to which the Company is a party:\n\n      a Business Combination, or\n\n      a complete liquidation or dissolution of the Company.\n\n\"COVERED EMPLOYEE\" means an Employee who is a \"covered employee\" under Section\n162(m)(3) of the Code at the time of an Award under the Plan.\n\n\"DIRECTOR\" means a member of the Board.\n\n\"DISABILITY\" means disability as defined in subsection 4.1(a) of The Clorox\nCompany Disability Plan for twelve (12) consecutive months.\n\n\"DIVIDEND EQUIVALENT RIGHT\" means a right entitling the Grantee to compensation\nmeasured by dividends paid with respect to Common Stock.\n\n\"EMPLOYEE\" means any person, including Officers and Directors, employed by the\nCompany or any Parent or Subsidiary of the Company. The payment of a director's\nfee by the Company shall not be sufficient to constitute \"employment\" by the\nCompany.\n\n\"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as amended.\n\n\"FAIR MARKET VALUE\" means, as of any date, the value of Common Stock determined\nas follows:\n\nWhere there exists a public market for the Common Stock, the Fair Market Value\nshall be (A) the closing sales price for a Share for the last market trading day\nprior to the time of the determination (or, if no sales were reported on that\ndate, on the last trading date on which sales were reported) on the New York\nStock Exchange, the NASDAQ National Market or the principal securities exchange\non which the Common Stock is listed for trading, whichever is applicable or (B)\nif the Common Stock is not traded on any such exchange or national market\nsystem, the average of the closing bid and asked prices of a Share on the NASDAQ\nSmall Cap Market, in each case, as reported in The Wall Street Journal or such\nother source as the Administrator deems reliable; or\n\nIn the absence of an established market of the type described above, for the\nCommon Stock, the Fair Market Value thereof shall be\n\n\n                                    Page 15\n   16\ndetermined by the Administrator in good faith, and such determination shall be\nconclusive and binding on all persons.\n\n\"GRANTEE\" means an Employee who receives an Award under the Plan.\n\n\"HENKEL\" means Henkel KGaA and any person controlled by Henkel KGaA.\n\n\"INCENTIVE STOCK OPTION\" means an Option intended to qualify as a n incentive\nstock option within the meaning of Section 422 of the Code.\n\n\"INCUMBENT BOARD\" means Directors who (i) are Directors as of the date of Board\nadoption of the Plan, (ii) were elected or nominated for election as Directors\nby at least a majority of the Directors described in clause (i) who were still\nin office at the time such election or nomination was approved by the Board, or\n(iii) have been nominated as a representative of Henkel KGaA pursuant to the\nagreement between Henkel KGaA and the Company dated July 16, 1986; provided that\na person shall not be deemed an Incumbent Board member if his or her initial\nassumption of office as a Director was the result of an actual or threatened\nelection contest with respect to the election or removal of Directors, or other\nactual or threatened solicitation of proxies or stockholder consents, by or on\nbehalf of a Person other than the Board.\n\n\"NON-QUALIFIED STOCK OPTION\" means an Option not intended to qualify as an\nIncentive Stock Option.\n\n\"OFFICER\" means a person who is an officer of the Company within the meaning of\nSection 16 of the Exchange Act and the rules and regulations promulgated\nthereunder.\n\n\"OPTION\" means a stock option granted pursuant to the Plan.\n\n\"PARENT\" means a \"parent corporation,\" whether now or hereafter existing, as\ndefined in Section 424(e) of the Code.\n\n\"PERFORMANCE-BASED COMPENSATION\" means compensation qualifying as\n\"performance-based compensation\" under Section 162(m) of the Code.\n\n\"PERFORMANCE SHARES\" means Shares or an Award denominated in Shares which may be\nearned in whole or in part upon attainment of performance criteria established\nby the Administrator and which may be settled for cash, securities, or a\ncombination of cash and securities as determined by the Administrator.\n\n\"PERFORMANCE UNITS\" means awards which may be earned in whole or in part upon\nattainment of performance criteria established by the Administrator and which\nmay be settled for cash, securities or a combination of cash and securities as\ndetermined by the Administrator.\n\n\n                                    Page 16\n   17\n\"PERSON\" means any individual, entity or group within the meaning of Section\n13(d)(3) or 14(d)(2) of the Exchange Act.\n\n\"PLAN\" means this 1996 Stock Incentive Plan.\n\n\"RESTRICTED STOCK\" means an award of Shares under the Plan to the Grantee for\nsuch consideration, if any, and subject to such restrictions on transfer, rights\nof first refusal, repurchase provisions, forfeiture provisions, and other terms\nand conditions as established by the Administrator.\n\n\"RULE 16B-3\" means Rule 16b-3 promulgated under the Exchange Act or any\nsuccessor thereto.\n\n\"SAR\" means a stock appreciation right entitling the Grantee to Shares or cash\ncompensation measured by appreciation in the value of Common Stock.\n\n\"SHARE\" means a share of the Common Stock.\n\n\"SUBSIDIARY\" means a \"subsidiary corporation,\" whether now or hereafter\nexisting, as defined in Section 424(f) of the Code.\n\n\"SUBSIDIARY DISPOSITION\" means the disposition by the Company of its equity\nholdings in any subsidiary corporation effected by a merger or consolidation\ninvolving that subsidiary corporation, the sale of all or substantially all of\nthe assets of that subsidiary corporation or the Company's sale or distribution\nof substantially all of the outstanding capital stock of such subsidiary\ncorporation.\n\n\"VESTING SERVICE\" means vesting service as defined in The Clorox Company Pension\nPlan.\n\n\"VOTING SECURITIES\" means voting securities of the Company entitled to vote\ngenerally in the election of Directors.\n\n\n                                    Page 17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7125],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9546],"class_list":["post-38255","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-clorox-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38255","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38255"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38255"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38255"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38255"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}