{"id":38560,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-clorox-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-clorox-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-clorox-co.html","title":{"rendered":"Change in Control Agreement – Clorox Co."},"content":{"rendered":"

AMENDED AND RESTATED
\nCHANGE IN CONTROL AGREEMENT<\/strong><\/p>\n

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

The Board of Directors of the Company (the “Board”) believes it is imperative
\nto diminish the inevitable distraction of the Executive by virtue of the
\npersonal uncertainties and risks created by a pending or threatened Change in
\nControl and to encourage the Executive153s full attention and dedication to the
\nCompany currently and in the event of any threatened or pending Change in
\nControl, and to provide the Executive with compensation and benefits
\narrangements upon a Change in Control which ensure that the compensation and
\nbenefits expectations of the Executive will be satisfied and which are
\ncompetitive with those of other corporations. Therefore, in order to accomplish
\nthese objectives, the Board has caused the Company to enter into this Agreement.\n<\/p>\n

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:<\/p>\n

1. Certain Definitions<\/u>.<\/strong><\/p>\n

(a) The “Annual Bonus” shall mean the annual award the Executive receives in
\nany year under the Company153s Annual Incentive Plan (“AIP Plan”) and\/or the
\nCompany153s Executive Incentive Compensation Plan (“EIC Plan”) or any successors
\nthereto.<\/p>\n

(b) The “Average Annual Bonus” shall mean the average Annual Bonus the
\nExecutive received for the three (3) completed fiscal years immediately
\npreceding the Date of Termination.<\/p>\n

(c) The “Bonus Target” shall mean the Annual Bonus that the Executive would
\nhave received in a fiscal year under the AIP Plan and\/or the EIC Plan, if the
\ntarget goals had been achieved.<\/p>\n

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

(e) The “Date of Termination” shall mean (i) if the Executive153s employment is
\nterminated by the Company for Cause, the date of receipt of the Notice of
\nTermination for Cause or any later date specified therein, as the case may be,
\n(ii) if the Executive153s employment is terminated by the Executive for Good
\nReason, the 30th day following receipt by the Company of the Notice of
\nTermination for Good Reason if the Company fails to cure the problem during the
\n30-day cure period, or any later date specified in the Notice of Termination for
\nGood Reason, as the case may be, (iii) if the Executive153s employment is
\nterminated by the Company other than for Cause or Disability, the date on which
\nthe Company notifies the Executive of such termination, (iv) if the Executive153s
\nemployment is terminated by reason of death or Disability, the date of death of
\nthe Executive or the Disability Effective Date, as the case may be, and (v) if
\nthe Executive153s employment is terminated by Executive without Good Reason (and
\nnot due to Disability), the date of receipt of the Notice of Termination or any
\nlater date specified therein, as the case may be.<\/p>\n

1<\/p>\n

\n

(f) “Disability” shall mean that the Executive (i) is unable to engage in any
\nsubstantial gainful activity by reason of any medically determinable physical or
\nmental impairment that can be expected to result in death or can be expected to
\nlast for a continuous period of not less than 12 months, or (ii) is receiving
\nincome replacement benefits for a period of not less than three (3) months under
\nthe Company153s accident and health plans by reason of any medically determinable
\nphysical or mental impairment that can be expected to result in death or can be
\nexpected to last for a continuous period of not less than 12 months.<\/p>\n<\/p>\n

(g) The “Separation Period” shall mean the period from the Date of
\nTermination through the third anniversary of the Date of Termination.<\/p>\n

2. Change in Control<\/u>.<\/strong> For the purpose of this
\nAgreement, a “Change in Control” shall mean:<\/p>\n

(a) The acquisition by any individual, entity or group (within the meaning of
\nSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
\n(the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning
\nof Rule 13d-3 promulgated under the Exchange Act) of (i) 50% of either the total
\nfair market value or the combined voting power of the then outstanding voting
\nsecurities of the Company entitled to vote generally in the election of
\ndirectors (the “Outstanding Company Voting Securities”), or (ii) during a 12
\nmonth period ending on the date of the most recent acquisition by such Person,
\n30% of the Outstanding Company Voting Securities; provided, however, that for
\npurposes of this subsection (a), the following acquisitions shall not constitute
\na Change in Control: (i) any acquisition directly from the Company, (ii) any
\nacquisition by the Company, including any acquisition which by reducing the
\nnumber of shares outstanding, is the sole cause for increasing the percentage of
\nshares beneficially owned by any such Person to more than the applicable
\npercentage set forth above, (iii) any acquisition by any employee benefit plan
\n(or related trust) sponsored or maintained by the Company or any corporation
\ncontrolled by the Company or (iv) any acquisition by any corporation pursuant to
\na transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
\nof this Section 2; or<\/p>\n

(b) Individuals who, as of the date hereof, constitute the Board (the
\n“Incumbent Board”) cease for any reason within any period of 12 months to
\nconstitute at least a majority of the Board; provided, however, that any
\nindividual becoming a director subsequent to the date hereof whose election, or
\nnomination for election by the Company153s stockholders, was approved by a vote of
\nat least a majority of the directors then comprising the Incumbent Board, shall
\nbe considered as though such individual were a member of the Incumbent Board,
\nbut excluding, for this purpose, any such individual whose initial assumption of
\noffice occurs as a result of an actual or threatened election contest with
\nrespect to the election or removal of directors or other actual or threatened
\nsolicitation of proxies or consents by or on behalf of a Person other than the
\nBoard; or<\/p>\n

(c) Consummation by the Company of a reorganization, merger or consolidation
\nor sale or other disposition of all or substantially all of the assets of the
\nCompany or the acquisition of assets of another corporation (a “Business
\nCombination”), in each case, unless, following such Business Combination, (i)
\nmore than 50% of, respectively, the then outstanding shares of common stock and
\nthe combined voting power of the then outstanding voting securities entitled to
\nvote generally in the election of directors, as the case may be, of the
\ncorporation resulting from such Business Combination (including without
\nlimitation, a corporation which as a result of such transaction owns the Company
\nor all or substantially all of the Company153s assets either directly or through
\none or more subsidiaries) is represented by Outstanding Company Common Stock and
\nOutstanding Company Voting Securities, respectively, that were outstanding
\nimmediately prior to such Business Combination (or, if applicable, is
\nrepresented by shares into which such Outstanding Company Common Stock and
\nOutstanding Company Voting Securities were converted pursuant to such Business
\nCombination) and such ownership of common stock and voting power among the
\nholders thereof is in substantially the same proportions as their ownership,
\nimmediately prior to such Business Combination of the Outstanding Company Common
\nStock and Outstanding Company Voting Securities, as the case may be, (ii) no
\nPerson (excluding any employee benefit plan (or related trust) of the Company or
\nsuch corporation resulting from such Business Combination) beneficially owns,
\ndirectly or indirectly, 20% or more of, respectively, the then outstanding
\nshares of common stock of the corporation resulting from such Business
\nCombination or the combined voting power of the then outstanding voting
\nsecurities of such corporation except to the extent that such ownership existed
\nprior to the Business Combination and (iii) at least a majority of the members
\nof the board of directors of the corporation resulting from such Business
\nCombination were members of the Incumbent Board at the time of the execution of
\nthe initial agreement, or of the action of the Board, providing for such
\nBusiness Combination.<\/p>\n

Notwithstanding any other provision in this Section 2, any transaction
\ndefined in Section 2(a) through (c) above that does not constitute a “change in
\nthe ownership or effective control” of the Company, or “change in the ownership
\nof a substantial portion of the assets” of the Company within the meaning of
\nTreasury Regulations 1.409A-3(a)(5) and 1.409A-3(i)(5) shall not be treated as a
\nChange in Control.<\/p>\n

2<\/p>\n

\n<\/p>\n

3. Severance Protection Period<\/u><\/strong>.<\/p>\n

(a) This Agreement became effective on the Effective Date. After the
\nEffective Date, this Agreement may be amended, modified, suspended or terminated
\nat any time by the Company; provided, however, that no such action may become
\neffective for one (1) year following the date of such action without the prior
\nwritten consent of Executive (or his legal representative). The terms of this
\nAgreement shall remain in effect until either (i) the time that the Executive is
\nno longer employed by the Company, if the Severance Protection Period has not
\ncommenced for the Executive in the interim, or (ii) if the Severance Protection
\nPeriod has commenced at or before the time that the Executive is no longer
\nemployed by the Company, the date as of which all of the duties and obligations
\nof the parties have been satisfied under this Agreement. The terms and
\nconditions of the Executive153s employment shall be as set forth in the Amended
\nand Restated Employment Agreement between the Executive and the Company dated of
\nMay 28, 2010, as it may be amended from time to time (the “Current Agreement”)
\nduring the term thereof. From and after the Effective Date, this Agreement shall
\nsupersede the Current Agreement and any other agreement between the parties, but
\nonly with respect to the specific matter described further in Section 3(b)
\nbelow.<\/p>\n

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

4. Termination of Employment<\/u>.<\/strong><\/p>\n

(a) Cause<\/u>. The Company may terminate the Executive153s employment during
\nthe Severance Protection Period with or without Cause. For purposes of this
\nAgreement, “Cause” shall mean:<\/p>\n

(i) the willful and continued failure of the Executive to perform
\nsubstantially the Executive153s duties with the Company or one of its affiliates
\n(other than any such failure resulting from incapacity due to physical or mental
\nillness), after a written demand for substantial performance is delivered to the
\nExecutive by the Board which specifically identifies the manner in which the
\nBoard believes that the Executive has not substantially performed the
\nExecutive153s duties, or<\/p>\n

(ii) the willful engaging by the Executive in illegal conduct or gross
\nmisconduct which is materially and demonstrably injurious to the Company.<\/p>\n

For purposes of this provision, no act or failure to act, on the part of the
\nExecutive, shall be considered “willful” unless it is done, or omitted to be
\ndone, by the Executive in bad faith or without reasonable belief that the
\nExecutive153s action or omission was in the best interests of the Company. Any
\nact, or failure to act, based upon authority given pursuant to a resolution duly
\nadopted by the Board or based upon the advice of counsel for the Company shall
\nbe conclusively presumed to be done, or omitted to be done, by the Executive in
\ngood faith and in the best interests of the Company. The cessation of employment
\nof the Executive shall not be deemed to be for Cause unless and until there
\nshall have been delivered to the Executive a copy of a resolution duly adopted
\nby the affirmative vote of not less than three-quarters of the entire membership
\nof the Board at a meeting of the Board called and held for such purpose (after
\nreasonable notice is provided to the Executive and the Executive is given an
\nopportunity, together with counsel, to be heard before the Board), finding that,
\nin the good faith opinion of the Board, the Executive is guilty of the conduct
\ndescribed in subparagraph (i) or (ii) above, and specifying the particulars
\nthereof in detail.<\/p>\n

(b) Good Reason<\/u>. Executive may terminate his employment with the
\nCompany during the Severance Protection Period with or without Good Reason. The
\nExecutive153s employment may be terminated by the Executive for Good Reason
\nprovided the Executive delivers the written notice to the Company set forth in
\nSection 4(c) and the Company fails to cure the issue. For purposes of this
\nAgreement, “Good Reason” shall mean:<\/p>\n

(i) the assignment to the Executive of any duties inconsistent in any
\nmaterial respect with the Executive153s position (including offices, titles and
\nreporting requirements), authority, duties or responsibilities as contemplated
\nby Section 2(a) of the Current Agreement, or any other action by the Company
\nwhich results in a material diminution in such position, authority, duties or
\nresponsibilities, excluding for this purpose an isolated, insubstantial and
\ninadvertent action not taken in bad faith and which is remedied by the Company
\npromptly after receipt of notice thereof given by the Executive;<\/p>\n

3<\/p>\n

\n<\/p>\n

(ii) any failure by the Company to comply with any of the material provisions
\nof Executive153s compensation plans, programs, agreements or arrangements as in
\neffect immediately prior to the Change in Control, which material provisions
\nshall consist of base salary, cash incentive compensation target bonus
\nopportunity, equity compensation opportunity in the aggregate, savings and
\nretirement benefits in the aggregate, and welfare benefits (including medical,
\ndental, life, disability and severance benefits) in the aggregate, other than an
\nisolated, insubstantial and inadvertent failure not occurring in bad faith and
\nwhich is remedied by the Company promptly after receipt of notice thereof given
\nby the Executive;<\/p>\n

(iii) the Company153s requiring the Executive to be based at any office or
\nlocation requiring the Executive153s commute to increase by more than 50 miles
\nfrom his commute immediately prior to the Change in Control;;<\/p>\n

(iv) any purported termination by the Company of the Executive153s employment
\notherwise than as expressly permitted by this Agreement; or<\/p>\n

(v) any material failure by the Company to comply with and satisfy Section
\n10(c) of this Agreement.<\/p>\n

Notwithstanding the above, a failure by the Company153s stockholders to elect
\nthe Executive to the Board shall not constitute Good Reason, but a failure by
\nthe Board to nominate the Executive to the Board at any time shall constitute
\nGood Reason.<\/p>\n

(c) Notice of Termination<\/u>.<\/p>\n

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

(ii) Any termination by the Executive for Good Reason shall be communicated
\nby Notice of Termination for Good Reason to the Company within a period not to
\nexceed 90 days of the initial existence of the condition and given in accordance
\nwith Section 11(b) of this Agreement. For purposes of this Agreement, a “Notice
\nof Termination for Good Reason” means a written notice which (X) indicates the
\nspecific termination provision in this Agreement relied upon, (Y) to the extent
\napplicable, sets forth in reasonable detail the facts and circumstances claimed
\nto provide a basis for termination of the Executive153s employment under the
\nprovision so indicated and (Z) the Executive153s intended Date of Termination if
\nthe Company does not cure the issue (which date shall be not less than thirty
\ndays after the giving of such notice). After receipt by the Company of the
\nNotice of Termination for Good Reason, the Company shall have at least 30 days
\nduring which it may remedy the condition and thereby cure the event or
\ncircumstance constituting “Good Reason”.<\/p>\n

4<\/p>\n

\n<\/p>\n

5.<\/strong> Obligations of the Company upon
\nTermination<\/u><\/strong>.<\/strong><\/p>\n

(a) By the Executive for Good Reason; or by the Company Other Than for
\nCause, Death or Disability<\/u>. Subject to Section 5(c), if, during the
\nSeverance Protection Period, the Company shall terminate the Executive153s
\nemployment other than for Cause, death or Disability or the Executive shall
\nterminate employment for Good Reason:<\/p>\n

(i) the Company shall pay, or cause to have paid or provided, to the
\nExecutive the aggregate of the following amounts: A. the sum of (1) the
\nExecutive153s Annual Base Salary through the Date of Termination to the extent not
\ntheretofore paid, (2) any accrued but unused vacation pay, (3) reimbursement of
\nany unpaid business expenses in accordance with the Company153s policy on business
\nexpense reimbursement and (4) all unpaid accrued and vested benefits under all
\npension, savings and other retirement benefit and deferred compensation plans
\nand all welfare benefit plans in which the Executive participated prior to such
\ntermination (the sum of the amounts described in clauses (1), (2), (3) and (4)
\nshall be hereinafter referred to as the “Accrued Obligations”). The amounts
\ndescribed in clauses (1), (2) and (3) above shall be paid in a lump sum in cash
\nwithin 30 days after the Date of Termination and the benefits described in
\nclause (4) above shall be provided in accordance with the terms of the
\napplicable plans.<\/p>\n

B. an amount equal to the following:<\/p>\n\n\n\n\n\n
<\/td>\n\n

Average Annual<\/p>\n<\/td>\n

<\/td>\n\n

X<\/p>\n<\/td>\n

<\/td>\n\n

# of days in the current fiscal year<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Bonus<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

through the Date of Termination<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

365<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

provided, however, that if the Executive meets retirement eligibility on the
\nDate of Termination and thus is eligible to receive a retirement bonus in
\naccordance with the terms of the Company’s AIP Plan, EIC Plan or any other plan
\nadopted by the Company, the Company shall pay such retirement bonus or pay the
\namount calculated in accordance with this Section 5(a)(i)(B), whichever is
\ngreater, but it shall not be obligated to pay both; and<\/p>\n

C. the amount equal to the following:<\/p>\n

3 X (Annual Base Salary + Average Annual Bonus); and<\/p>\n

D. an amount equal to the difference between (a) the actuarial equivalent of
\nthe aggregate benefits under the Company153s qualified pension and profit-sharing
\nplans (the “Retirement Plans”) and any excess or supplemental pension and
\nprofit-sharing plans in which the Executive participates (collectively, the
\n“Nonqualified Plans”), specifically including the Company SERP and Replacement
\nSERP (whichever of the two plans applies in accordance with the provisions of
\nSection 3(d) of the Current Agreement) which the Executive would have been
\nentitled to receive if the Executive153s employment had continued for the
\nSeparation Period, assuming (to the extent relevant) that the Executive153s
\ncompensation during the Separation Period would have been equal to the
\nExecutive153s compensation as in effect immediately before the termination or, if
\nhigher, on the Change in Control Date, and that employer contributions to the
\nExecutive153s accounts in the Retirement Plans and the Nonqualified Plans during
\nthe Separation Period would have been equal to the average of such contributions
\nfor the three years immediately preceding the Date of Termination or, if higher,
\nthe three years immediately preceding the Change in Control Date, and (b) the
\nactuarial equivalent of the Executive153s actual aggregate benefits (paid or
\npayable), if any, under the Retirement Plans and the Nonqualified Plans as of
\nthe Date of Termination (the actuarial assumptions used for purposes of
\ndetermining actuarial equivalence shall be no less favorable to the Executive
\nthan the most favorable of those in effect under the Retirement Plan and the
\nNonqualified Plans on the Date of Termination and the date of the Change in
\nControl);<\/p>\n

(ii) For the Separation Period, the Company shall<\/p>\n

5<\/p>\n

\n<\/p>\n

A. if the Executive participated in a Company self-insured medical plan
\n(which does not satisfy the requirements of Section 105(h)(2)) immediately prior
\nto the Date of Termination, pay to the Executive or cause to have paid on the
\nExecutive153s behalf the Company153s portion of the premium payable under the
\nCompany153s group health plans for providing health benefits (i.e., medical,
\ndental and vision benefits) to the Executive and to those family members covered
\nthrough Executive under the Company153s group health plans at the time of the
\ncommencement of the Separation Period, such coverage to be provided under the
\ngroup health plans in which Executive and his covered family members are
\nparticipating at the time of the commencement of the Separation Period or elect
\nin accordance with the Company153s applicable established procedures (reduced by
\nany amounts which Executive is required to pay for such health benefit coverage
\nas described in further detail below). The Company shall pay or cause to have
\npaid all amounts due under this Section 5(a)(ii) in annual installments, with
\nthe first installment due or credited within 30 days after the Date of
\nTermination and subsequent installments being made or credited on the
\nanniversary thereof; provided, however, that subsequent installments may be
\nreduced or eliminated to the extent that Executive becomes eligible for other
\nhealth coverage through a subsequent employer; or<\/p>\n

B. if paragraph A above is not applicable (because the Executive participated
\nin a health benefit program to which Section 105(h) is not applicable, such as
\nthe Company153s HMO immediately prior to the Date of Termination), continue
\nbenefits under such health plan on the same basis as an employee of the Company,
\nso long as such continued coverage does not violate the Patient Protection and
\nAffordable Care Act of 2010.<\/p>\n

The purpose of providing the benefits pursuant to this Section 5(a)(ii) shall
\nbe to provide the Executive and\/or the Executive153s covered family members with
\ncontinued health benefits at least equal to those which would have been provided
\nto them in accordance with the Company153s health plans, programs, practices and
\npolicies if the Executive153s employment had not been terminated or, if more
\nfavorable to the Executive, as in effect generally at any time thereafter with
\nrespect to other peer executives of the Company and its affiliated companies and
\ntheir families (in each case with such contributions by the Executive as would
\nhave been required had the Executive153s employment not been terminated);
\nprovided, however, that each continued benefit under a health plan sponsored by
\nthe Company described herein shall cease upon the earliest of: (i) three years
\nfrom the Date of Termination; (ii) the Executive153s 65th birthday; or (iii) the
\nExecutive153s eligibility for the same type of health benefit (i.e., medical,
\ndental or vision coverage) under a subsequent employer153s group health plans. For
\npurposes of determining eligibility (but not the time of commencement of
\nbenefits) of the Executive for retiree benefits pursuant to such plans,
\npractices, programs and policies of the Company, the Executive shall be
\nconsidered to have remained employed during the Separation Period and to have
\nretired on the last day of such period. The Separation Period shall not be
\nsubtracted from the period of months for which the Executive is eligible for
\nbenefits under the Consolidated Omnibus Budget Reconciliation Act of 1985;<\/p>\n

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

(iv) all awards granted to the Executive prior to the Change in Control under
\nthe Company153s 2005 Stock Incentive Plan or any successor plan thereto will
\nbecome immediately fully vested and any such awards constituting stock options
\nwill be immediately fully exercisable in the event that the Executive153s
\ntermination occurs during the Severance Protection Period. Anything in this
\nAgreement to the contrary notwithstanding, the terms of Executive153s Restricted
\nStock Unit Award Agreement and Stock Option Award Agreement, both dated October
\n2, 2006 (“Initial Awards”), shall not be amended, deemed to have been amended or
\notherwise affected by this Agreement and in all respects shall continue to be
\ngoverned by the terms in effect prior to the effectiveness of this Agreement.\n<\/p>\n

To the extent any benefits described in Section 5(a)(ii) and (iii) cannot be
\nprovided pursuant to the appropriate plan or program maintained for employees,
\nthe Company shall provide such benefits outside such plan or program at no
\nadditional cost (including without limitation tax cost) to the Executive.<\/p>\n

6<\/p>\n

\n<\/p>\n

(b) Cause; Other than for Good Reason<\/u>. If the Executive153s employment
\nshall be terminated for Cause, or on account of death or Disability, during the
\nSeverance Protection Period, this Agreement shall terminate without further
\nobligations to the Executive other than the obligation to pay to the Executive
\nall Accrued Obligations to the extent theretofore unpaid. If the Executive
\nvoluntarily terminates employment during the Severance Protection Period,
\nexcluding a termination for Good Reason, this Agreement shall terminate without
\nfurther obligations to the Executive, other than for the payment of all Accrued
\nObligations to the extent theretofore unpaid. In such case, all Accrued
\nObligations shall be paid to the Executive in a lump sum in cash within 30 days
\nof the Date of Termination or as otherwise provided in the applicable benefit
\nplan as the case may be.<\/p>\n

(c) Specified Employee<\/u>. Notwithstanding the foregoing, if the
\nExecutive is a Specified Employee (as defined in Section 1.409A-1(i) of the
\nTreasury Department Regulations) on the Date of Termination and all payments
\nsubject to Section 409A of the Internal Revenue Code (the “Code”) specified in
\nSection 5(a) are not made by March 15 of the year immediately following the Date
\nof Termination, the following shall apply: Such payments may be made to the
\nextent that the amount does not exceed two times the lesser of (i) the sum of
\nthe Executive153s annualized compensation based upon the annual rate of pay for
\nservices provided to the Company for the taxable year preceding the termination,
\nor (ii) the maximum amount that may be taken into account pursuant to Section
\n401(a)(17) of the Code ($245,000 in 2010) for the year in which the Executive
\nhas terminated. Any amounts exceeding such limit, may not be made before the
\nearlier of the date which is six (6) months after the Date of Termination or the
\ndate of death of the Executive. Furthermore, any payments pursuant to this
\nSection 5 shall be postponed until six (6) months following the end of the
\nconsulting period so long as the Executive continues to work on a consulting
\nbasis for the Company following termination and such consulting requires the
\nExecutive to work more than 20% of his average hours worked during the 36 months
\npreceding his termination. Any payments that were scheduled to be paid during
\nthe six (6) month period following the Executive153s Date of Termination, but
\nwhich were delayed pursuant to this Section 5(c), shall be paid without interest
\non, or as soon as administratively practicable after, the first day following
\nthe six (6) month anniversary of the Executive153s Date of Termination (or, if
\nearlier, the date of Executive153s death). Any payments that were originally
\nscheduled to be paid following the six (6) months after the Executive153s Date of
\nTermination, shall continue to be paid in accordance to their predetermined
\nschedule.<\/p>\n

(d) Release<\/u>. The Executive shall have 21 days following termination
\n(or such longer period as may be required by law, but in no event greater than
\n60 days following termination) in which to execute a General Release (“Release”)
\nin a form substantially equivalent to the attached Exhibit (which may be amended
\nby the Company, from time to time, to conform to applicable law) and seven days
\nin which to revoke the Release after its execution. If the Executive does not
\nexecute, or having executed, effectively revokes the Release, the Company will
\nnot be obligated to provide any benefits or payments of any kind to the
\nExecutive. If the condition of providing a release by the Executive could cause
\nthe payment of any amount or provision of any benefit subject to such release to
\nbe paid or provided in either of two taxable years of the Executive, such amount
\nor benefit shall be paid or provided in the later such taxable year.<\/p>\n

6. Non-exclusivity of Rights<\/u>.<\/strong> Nothing in this
\nAgreement shall prevent or limit the Executive153s continuing or future
\nparticipation in any plan, program, policy or practice provided by the Company
\nor any of its affiliated companies and for which the Executive may qualify by
\nthe express terms of such plan, program or policy, nor shall anything herein
\nlimit or otherwise affect such rights as the Executive may have under any
\ncontract or agreement with the Company or any of its affiliated companies.
\nAmounts which are vested benefits or which the Executive is otherwise entitled
\nto receive under any plan, policy, practice or program of or any contract or
\nagreement with the Company or any of its affiliated companies at or subsequent
\nto the Date of Termination shall be payable in accordance with such plan,
\npolicy, practice or program or contract or agreement except as explicitly
\nmodified by this Agreement.<\/p>\n

7. Full Settlement<\/u>.<\/strong> The Company153s obligation to make
\nthe payments provided for in this Agreement and otherwise to perform its
\nobligations hereunder shall not be affected by any set-off, counterclaim,
\nrecoupment, defense or other claim, right or action which the Company may have
\nagainst the Executive or others. In no event shall the Executive be obligated to
\nseek other employment or take any other action by way of mitigation of the
\namounts payable to the Executive under any of the provisions of this Agreement
\nand except as specifically provided in Section 5(a)(ii), such amounts shall not
\nbe reduced whether or not the Executive obtains other employment.<\/p>\n

7<\/p>\n

\n<\/p>\n

8. Parachute Limitation<\/u>.<\/strong><\/p>\n

(a) Notwithstanding any other provision of this Agreement, in the event that
\nany amount or benefit that may be paid or otherwise provided to or in respect of
\nthe Executive by or on behalf of the Company or any affiliate, whether pursuant
\nto this Agreement or otherwise (collectively, “Covered Payments”), is or may
\nbecome subject to the tax imposed under Section 4999 of the Code (or any
\nsuccessor provision or any comparable provision of state, local or foreign law)
\n(“Excise Tax”), then the portion of the Covered Payments that would be treated
\nas “excess parachute payments” under Code Section 280G (“Covered Parachute
\nPayments”) shall be reduced so that no amount of the Covered Parachute Payments,
\nin the aggregate, are subject to the Excise Tax, if and only if, taking into
\naccount all applicable federal, state, local and foreign income and employment
\ntaxes, the Excise Tax, and any other applicable taxes, results in the receipt by
\nthe Executive, on an after-tax basis, of a greater amount of Covered Payments
\nthan if not so reduced. In the event that it is determined that the amount of
\nany Covered Payments will be reduced in accordance with this Section 8(a), the
\nsame independent tax professional experienced in the completion of the
\ncalculations described in this Section 8 (“Tax Professional”) making the
\ndeterminations described in Section 8(b) below shall designate which of the
\nCovered Payments shall be reduced and to what extent in a manner that maximizes
\nthe Executive153s economic benefit of the Covered Payments. In the event that it
\nis determined that a reduction of the Covered Payments would not result in a
\ngreater after-tax amount of benefits under this Agreement to the Executive, then
\nno reduction shall be made under this Section 8(a).<\/p>\n

(b) The determination of (i) whether an event described in Section
\n280G(b)(2)(A)(i) of the Code has occurred, (ii) the value of any Covered
\nParachute Payments, (iii) whether any reduction in the Covered Payments is
\nrequired under Section 8(a), and (iv) the amount of any such reduction, shall be
\nmade initially by the Tax Professional. The Tax Professional shall be selected
\nby the Executive, or if the Executive fails to select a Tax Professional within
\nthirty (30) days following the Date of Termination, by the Committee (as
\nconstituted prior to the occurrence of any Change in Control). For purposes of
\nmaking the calculations required by this Section 8, the Tax Professional may
\nmake reasonable assumptions and approximations concerning applicable taxes and
\nmay rely on reasonable, good faith interpretations concerning the application of
\nthe Code, and other applicable legal authority. The Company and the Executive
\nshall furnish to the Tax Professional such information and documents as the Tax
\nProfessional may reasonably request in order to make a determination under this
\nSection 8. The Company shall bear and be solely responsible for all costs the
\nTax Professional may reasonably incur in connection with any calculations
\ncontemplated by this Section 8.<\/p>\n

(c) If, notwithstanding any reduction described in Section 8(a), the IRS
\ndetermines that the Executive is liable for the Excise Tax as a result of the
\nreceipt of any Covered Payments, then the Executive shall be obligated to pay
\nback to the Company, within thirty (30) days after a final IRS determination or
\nin the event that the Executive challenges the final IRS determination, a final
\njudicial determination, a portion of the Covered Payments equal to the
\n“Repayment Amount.” The Repayment Amount shall be the smallest such amount, if
\nany, as shall be required to be paid to the Company so that the Executive153s net
\nafter-tax proceeds with respect to the Covered Payments (after taking into
\naccount the payment of the Excise Tax and all other applicable taxes imposed on
\nsuch benefits) shall be maximized. The Repayment Amount shall be zero if a
\nRepayment Amount of more than zero would not result in the Executive153s net
\nafter-tax proceeds with respect to the Covered Payments being maximized. If the
\nExcise Tax is not eliminated pursuant to this Section 8(c), the Executive shall
\npay the Excise Tax.<\/p>\n

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

8<\/p>\n

\n<\/p>\n

9. Post Termination Obligations<\/u>.<\/strong><\/p>\n

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

(b) General Restrictions on Use of Proprietary Information<\/u>. The
\nExecutive agrees to hold all Proprietary Information in strict confidence and
\ntrust for the sole benefit of the Company and not to, directly or indirectly,
\ndisclose, use, copy, publish, summarize, or remove from Company153s premises any
\nProprietary Information (or remove from the premises any other property of the
\nCompany), except (i) during his employment to the extent necessary to carry out
\nthe Executive153s responsibilities under this Agreement, (ii) after termination of
\nhis employment as specifically authorized in writing by the Board, and (iii)
\npursuant to a subpoena.<\/p>\n

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

(d) Contacts with the Press<\/u>. Following termination, the Executive will
\ncontinue to abide by the Company153s policy that prohibits discussing any aspect
\nof Company business with representatives of the press without first obtaining
\nthe permission of the Company153s Public Relations Department.<\/p>\n

(e) Non-Disparagement. <\/u>The Executive agrees that he will not do or say
\nanything that could reasonably be expected to disparage or impact negatively the
\nname or reputation in the marketplace of the Company or any of its employees,
\nofficers, directors, stockholders, members, principals or assigns. Nothing
\nherein shall preclude the Executive from complying with applicable disclosure
\nrequirements, responding truthfully to any legal process or truthfully
\ntestifying in a legal or regulatory proceeding, provided that, to the extent
\npermitted by law, the Executive promptly informs the Company of any such
\nobligation prior to participating in any such proceedings. The Company likewise
\nagrees that it will not release any information or make any statements, and its
\nofficers, directors and other representatives who may reasonably be viewed as
\nspeaking on its behalf shall not do or say anything that could reasonably be
\nexpected to disparage or impact negatively the name or reputation in the
\nmarketplace of the Executive. Nothing herein shall preclude the Company from
\ncomplying with applicable disclosure requirements, responding truthfully to any
\nlegal process or truthfully testifying in a legal or regulatory proceeding,
\nprovided that to the extent permitted by law, the Company will promptly inform
\nthe Executive in advance if they have reason to believe such response or
\ntestimony will directly relate to the Executive.<\/p>\n

(f) Remedies.<\/u> Nothing in this Section 9 is intended to limit any
\nremedy of the Company under the California Uniform Trade Secrets Act (California
\nCivil Code Section 3426), or otherwise available under law. Furthermore, the
\nExecutive and the Company agree that the covenants contained in this Section 9
\nare reasonable and enforceable under the circumstances, and further agree that
\nif in the opinion of any court of competent jurisdiction any such covenant is
\nnot enforceable in any respect, such court will have the right, power and
\nauthority to sever or modify any provision or provisions of such covenants as to
\nthe court appear unenforceable and to enforce the remainder of the covenants as
\nso amended. The Executive also acknowledges and agrees that the remedy at law
\navailable to the Company for breach of any of the Executive153s obligations under
\nthis Section 9 would be inadequate, and that damages flowing from such a breach
\nmay not readily be susceptible to being measured in monetary terms, so therefore
\nthe Executive acknowledges, consents and agrees that, in addition to any other
\nrights and remedies that the Company may have at law, in equity or under this
\nAgreement (subject to the limitation set forth in Section 9(g) below), upon
\nadequate proof of the Executive153s violation of any such provision of this
\nSection 9, the Company will be entitled to immediate injunctive relief and may
\nobtain a temporary order restraining any threatened or further breach, without
\nthe necessity of proof of actual damage or posting of any bond. The provisions
\nof this Section 9(f) shall apply with like force against the Company with
\nrespect to any remedy available to the Executive for enforcement of Section
\n9(e).<\/p>\n

9<\/p>\n

\n<\/p>\n

(g) No Deferral or Withholding by the Company<\/u>. In no event shall an
\nasserted violation of the provisions of this Section 9 constitute a basis for
\ndeferring or withholding any amounts otherwise payable to the Executive pursuant
\nto this Agreement.<\/p>\n

10. Successors<\/u>.<\/strong><\/p>\n

(a) This Agreement is personal to the Executive and without the prior written
\nconsent of the Company shall not be assignable by the Executive otherwise than
\nby will or the laws of descent and distribution. The rights of Executive under
\nthis Agreement shall inure to the benefit of and be enforceable by the
\nExecutive153s legal representatives.<\/p>\n

(b) This Agreement shall inure to the benefit of and be binding upon the
\nCompany and its successors and assigns.<\/p>\n

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

11. Miscellaneous.<\/u><\/strong><\/p>\n

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

(b) All notices or other communications required or permitted hereunder shall
\nbe made in writing. Notice shall be effective on the date of delivery if
\ndelivered by hand upon receipt or if delivered by use of the recipient153s Company
\ne-mail address upon receipt, on the first business day following the date of
\ndispatch if delivered utilizing next day service by a recognized next day
\ncourier to the applicable address set forth below, or if mailed, three (3)
\nbusiness days after having been mailed, postage prepaid, by certified or
\nregistered mail, return receipt requested, and addressed to the applicable
\naddress set forth below. Notice given by facsimile shall be effective upon
\nwritten confirmation of receipt of the facsimile.<\/p>\n

If to the Executive<\/u>:
\nTo the residence address for the Executive last shown on the Company153s payroll
\nrecords.<\/p>\n

If to the Company<\/u>:
\nThe Clorox Company
\n1221 Broadway
\nOakland, California 94612
\nAttention: General Counsel
\nFax: [ ________ ]<\/p>\n

or to such other address as either party shall have furnished to the other in
\nwriting in accordance herewith.<\/p>\n

(c) The invalidity or unenforceability of any provision of this Agreement
\nshall not affect the validity or enforceability of any other provision of this
\nAgreement.<\/p>\n

(d) The Company may withhold from any amounts payable under this Agreement
\nsuch Federal, state, local or foreign taxes as shall be required to be withheld
\npursuant to any applicable law or regulation.<\/p>\n

10<\/p>\n

\n<\/p>\n

(e) This Agreement may not be modified or amended in a manner adverse to the
\ninterests of the Executive except as provided in Section 3(a) above, or with
\nrespect to the Executive, by an instrument in writing signed by the Executive
\nconsenting to such modification or amendment. By an instrument in writing
\nsimilarly executed, either party may waive compliance by the other party with
\nany provision of this Agreement that such other party was or is obligated to
\ncomply with or perform, provided, however, that such waiver shall not operate as
\na waiver of, or estoppel with respect to, any other or subsequent failure. No
\nfailure to exercise and no delay in exercising any right, remedy, or power
\nhereunder shall operate as a waiver thereof, nor shall any single or partial
\nexercise of any right, remedy, or power hereunder preclude any other or further
\nexercise thereof or the exercise of any other right, remedy, or power provided
\nherein or by law or in equity.<\/p>\n

(f) Except as (1) provided in Section 6 above and (2) with respect to the
\nInitial Awards as provided in Section 5(a)(iv), the terms of this Agreement are
\nintended by the parties to be the final expression of their agreement regarding
\nthe provision of benefits to be paid by the Company to Executive in connection
\nwith certain types of termination of employment in connection with the
\noccurrence of a Change in Control. Except as permitted in Section 6 above, the
\nterms of this Agreement may not be contradicted by evidence of any prior or
\ncontemporaneous agreement and no extrinsic evidence whatsoever may be introduced
\nin any judicial, administrative, or other legal proceeding involving the
\nAgreement.<\/p>\n

(g) In the event of any inconsistency between (a) this Agreement and (b) any
\nother plan, program, practice or agreement in which the Executive participates
\nor is a party, this Agreement shall control.<\/p>\n

12. Executive Acknowledgment<\/u>.<\/strong> The Executive
\nacknowledges (a) that he has consulted with or has had the opportunity to
\nconsult with independent counsel of his own choice concerning this Agreement and
\nhas been advised to do so by the Company, and (b) that he has read and
\nunderstands the Agreement, is fully aware of its legal effect, and has entered
\ninto it freely based on his own judgment.<\/p>\n

13. Survival<\/u>.<\/strong> The Executive153s rights under Sections
\n5, 8, 14, 16 and this Section 13 shall survive any termination of the
\nExecutive153s employment and the term of this Agreement.<\/p>\n

14.<\/strong> Arbitration and Injunctive
\nRelief<\/u><\/strong>.<\/u><\/p>\n

(a) Any controversy between the Executive or the Executive153s heirs or estate
\nand the Company or any employee of the Company, including but not limited to,
\nthose involving the construction or application of any of the terms, provisions
\nor conditions of this Agreement or otherwise arising out of or related to this
\nAgreement, shall be settled by arbitration before a single arbitrator in
\naccordance with the then current commercial arbitration rules of the American
\nArbitration Association, and judgment on the award rendered by the arbitrator
\nmay be entered by any court having jurisdiction thereof. The location of the
\narbitration shall be San Francisco, California if the Executive153s current or
\nmost recent location of employment with the Company is or was located in Alameda
\nCounty, California. If it is or was elsewhere, the arbitration shall be held at
\nthe city nearest to the Executive153s last location of employment with the Company
\nwhich has an office of the American Arbitration Association. The arbitrator
\nshall award attorney153s fees to the Executive to the extent that the Executive
\nprevails in the arbitration proceeding.<\/p>\n

(b) Notwithstanding the other provisions of this Section 14 or any other
\nprovision of this Agreement to the contrary, no claim or controversy for
\ninjunctive or equitable relief contemplated by or allowed under applicable law
\npursuant to Section 9 of this Agreement will be subject to arbitration under
\nthis Section 14, but will instead be subject to determination in a court of
\ncompetent jurisdiction in the State of California, County of Alameda, which
\ncourt shall apply California law without reference to the conflict of laws
\nprovisions thereof.<\/p>\n

11<\/p>\n

\n<\/p>\n

15. Section 409A<\/u>.<\/strong> To the extent applicable, it is
\nintended that this Agreement and any payment made hereunder shall comply with
\nthe requirements of Section 409A of the Code, and any related regulations or
\nother guidance promulgated with respect to such Section by the U.S. Department
\nof the Treasury or the Internal Revenue Service (“Section 409A”). Any provision
\nthat would cause the Agreement or any payment hereof to fail to satisfy Section
\n409A shall have no force or effect until amended to the minimum extent required
\nto comply with Section 409A, which amendment may be retroactive to the extent
\npermitted by Section 409A.<\/p>\n

16. Indemnification<\/u>.<\/strong> The Company agrees to indemnify
\nthe Executive and hold him harmless to the fullest extent permitted by the
\nCompany153s certificate of incorporation, bylaws and applicable law against and in
\nrespect to any and all actions, suits, proceedings, claims, demands, judgments,
\ncosts, expenses, losses, and damages resulting from the Executive153s good faith
\nperformance of his duties and obligations with the Company. The Company shall
\ninsure the Executive under any contract of directors and officers liability
\ninsurance, insuring members of the Board, during his employment and tenure as a
\nBoard member and thereafter for so long as he may be subject to liability for
\nsuch acts or omissions in the performance of his duties and obligations to the
\nCompany.<\/p>\n

17. Counterparts<\/u>.<\/strong> This Agreement may be executed in
\nseveral counterparts, each of which shall be deemed to be an original but all of
\nwhich together will constitute one and the same instruments. One or more
\ncounterparts of this Agreement may be delivered by facsimile, with the intention
\nthat delivery by such means shall have the same effect as delivery of an
\noriginal counterpart thereof.<\/p>\n

18. Severability<\/u>.<\/strong> If any one or more of the
\nprovisions contained in this Agreement, or any application thereof, shall be
\ninvalid, illegal or unenforceable in any respect, the validity, legality and
\nenforceability of the remaining provisions contained herein and all other
\napplications thereof shall not in any way be affected or impaired thereby. This
\nAgreement shall be construed and enforced as if such invalid, illegal or
\nunenforceable provision has never comprised a part hereof, and the remaining
\nprovisions hereof shall remain in full force and effect and shall not be
\naffected by the invalid, illegal or unenforceable provision or by its severance
\nherefrom. In lieu of such invalid, illegal or unenforceable provisions there
\nshall be added automatically as a part hereof a provision as similar in terms
\nand economic effect to such invalid, illegal or unenforceable provision as may
\nbe possible and be valid, legal and enforceable.<\/p>\n

The parties have duly executed this Agreement as of the Effective Date that
\nappears at the beginning of this Agreement.<\/p>\n\n\n\n\n\n\n\n\n
\n

THE CLOROX COMPANY<\/p>\n<\/td>\n

<\/td>\n\n

EXECUTIVE<\/p>\n<\/td>\n<\/tr>\n

\n

The Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(Executive)<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

12<\/p>\n

\n<\/p>\n

EXHIBIT <\/strong><\/p>\n

EXHIBIT
\nGENERAL RELEASE<\/u><\/strong><\/p>\n

This document is an important one. You should review it carefully
\nand, if you agree to it, sign at the end on the line indicated.<\/strong><\/p>\n

You have 21 days to sign this Release, during which time you are
\nadvised to consult with an attorney regarding its terms.<\/strong><\/p>\n

After signing this Release, you have seven days to revoke it.
\nRevocation should be made in writing and delivered so that it is received by the
\nCorporate Secretary of The Clorox Company, 1221 Broadway, Oakland, CA 94612 no
\nlater than 4:30 p.m. Pacific time on the seventh day after signing this Release.
\nIf you do revoke this Release within that time frame, you will have no rights
\nunder it. This Release shall not become effective or enforceable until the seven
\nday revocation period has expired.<\/strong><\/p>\n

The agreement for payment of consideration in paragraph 2 will not
\nbecome effective until the seven day revocation period has passed.<\/strong><\/p>\n

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

1. Executive153s regular employment with Employer will terminate as of
\n_________________, 20_. Executive is ineligible for reemployment or
\nreinstatement with Employer.<\/p>\n

2. Upon Executive153s acceptance of the terms set forth herein, the Employer
\nagrees to provide the Executive with compensation and benefits set forth in
\nSection 5 of the Change in Control Severance Agreement (the “Agreement”), which
\ncompensation and benefits shall be provided subject to the terms and conditions
\nof the Agreement, a copy of which is attached to this General Release.<\/p>\n

13<\/p>\n

\n<\/p>\n

3. (a) In consideration of the Employer providing Executive this
\ncompensation, Executive and Executive153s heirs, assignees and agents agree to
\nrelease the Employer, all affiliated companies, agents and employees and each of
\ntheir successors and assigns (hereinafter referred to as “Releasees”) fully and
\nfinally from any claims, liabilities, demands or causes of action which
\nExecutive may have or claim to have against the Releasees at present or in the
\nfuture, except for the following: (i) claims for vested benefits under the terms
\nof an employee compensation or benefit plan, program or arrangement sponsored by
\nthe Company, (ii) claims for workers153 compensation benefits under any of the
\nCompany153s workers153 compensation insurance policies or funds, (iii) claims
\nrelated to Executive153s COBRA rights, and (iv) claims for indemnification to
\nwhich Executive is or may become entitled, including but not limited to claims
\nsubmitted to an insurance company providing the Company with directors and
\nofficers liability insurance. The claims released may include, but are not
\nlimited to, any tax obligations as a result of the payment of consideration
\nreferred to in paragraph 2, and claims arising under federal, state or local
\nlaws prohibiting discrimination in employment, including the Age Discrimination
\nin Employment Act (ADEA) or claims growing out of any legal restrictions on the
\nEmployer153s right to terminate its employees. Claims of discrimination, wrongful
\ntermination, age discrimination, and any claims other than for vested benefits
\nare hereby released.<\/p>\n

(b) By signing this document, Executive agrees not to file a lawsuit to
\nassert such claims. Executive also agrees that if Executive breaches this
\nprovision, Executive will be liable for all costs and attorneys153 fees incurred
\nby any Releasee resulting from such action.<\/p>\n

14<\/p>\n

\n<\/p>\n

4. By signing this document, Executive is also expressly waiving the
\nprovisions of California Civil Code section 1542, which provides as follows:\n<\/p>\n

“A general release does not extend to claims which the creditor does not know
\nor suspect to exist in his favor at the time of executing the release, which if
\nknown by him must have materially affected his settlement with the debtor.”<\/p>\n

By signing this document, Executive agrees and understands that Executive is
\nreleasing unknown as well as known claims related to Executive153s employment in
\nexchange for the compensation set forth above.<\/p>\n

5. Except and until public disclosure is required under applicable law,
\nExecutive agrees to maintain in complete confidence the terms of this Release,
\nexcept as it may be necessary to comply with a legally compelled request for
\ninformation.<\/p>\n

6. Executive153s execution of this General Release and the absence of an
\neffective revocation of such General Release by Executive shall constitute
\nExecutive153s resignation from all offices, directorships and other positions then
\nheld with the Employer or any of its affiliates, and any other position held for
\nthe benefit of or at the request of the Employer or any of its affiliates, and
\nExecutive hereby agrees that this General Release constitutes such resignation.
\nExecutive also agree to execute a confirmatory letter of resignation if
\nrequested.<\/p>\n

7. Executive hereby acknowledges and agrees that all personal property and
\nequipment furnished to or prepared by the Executive in the course of or incident
\nto his employment, belong to the Employer and shall, if physically returnable,
\nbe promptly returned to the Employer upon termination of his employment.
\n“Personal property” includes, without limitation, all books, manuals, records,
\nreports, notes, contracts, lists, blueprints, and other documents, computer
\nmedia or materials, or copies thereof, and Proprietary Information. Following
\ntermination, the Executive will not retain any written or other tangible
\nmaterial containing any Proprietary Information (as defined in the Agreement).\n<\/p>\n

15<\/p>\n

\n<\/p>\n

8. The provisions of this General Release are severable and in the event that
\na court of competent jurisdiction determines that any provision of this General
\nRelease is in violation of any law or public policy, in whole or in part, only
\nthe portions of this General Release that violate such law or public policy
\nshall be stricken. All portions of this General Release that do not violate any
\nstatute or public policy shall not be affected thereby and shall continue in
\nfull force and effect. Further, any court order striking any portion of this
\nGeneral Release shall modify the stricken terms as narrowly as possible to give
\nas much effect as possible to the intent of the Employer and Executive under
\nthis General Release.<\/p>\n

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

10. Agreeing to this Release shall not be deemed or construed by either party
\nas an admission of liability or wrongdoing by either party.<\/p>\n

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

12. Executive acknowledges that (i) Executive has consulted with or has had
\nadequate opportunity to consult with independent counsel of Executive153s own
\nchoice concerning the Agreement and this Release, (ii) Executive has been
\nadvised by the Company to consult with independent counsel of Executive153s own
\nchoice regarding the Agreement and this Release, (iii) Executive is fully aware
\nof the legal effect of the Agreement and this Release, and (iv) Executive agreed
\nto enter into the Agreement, and is likewise entering into this Release, freely
\nbased on Executive153s own judgment.<\/p>\n

16<\/p>\n

\n<\/p>\n

Executive acknowledges by signing below that Executive has not relied upon
\nany representations, written or oral, not set forth in this Release.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

EXECUTIVE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Name<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

THE CLOROX COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Signature<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Name<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

17<\/p>\n

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