{"id":39877,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-incentive-compensation-plan-the-clorox-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-incentive-compensation-plan-the-clorox-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-incentive-compensation-plan-the-clorox-co.html","title":{"rendered":"Executive Incentive Compensation Plan &#8211; The Clorox Co."},"content":{"rendered":"<pre>THE CLOROX COMPANY\nEXECUTIVE INCENTIVE COMPENSATION PLAN\nAmended and Restated Effective\nas of July 1, 2001\n\n1. PURPOSE\n\nThe purpose of The Clorox Company Executive Incentive Compensation Plan (the\n\"Plan\") is to provide an incentive for corporate officers and to recognize and\nreward those officers. The Company's executive officers are eligible to earn\nshort-term incentive awards under this Plan and under the Company's Management\nIncentive Compensation Plan.\n\n2. DEFINITIONS\n\nThe following terms will have the following meaning for purposes of the Plan:\n\n(a) \"Award\" means a bonus paid in cash, Stock and\/or restricted Stock.\n\n(b) \"Board\" means the Board of Directors of the Company.\n\n(c) \"Clorox Value Measure\" means an economic value-added model the calculation\nof which links profit to investment by including a capital charge for assets\nemployed in the business.\n\n(d) \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n(e) \"Committee\" means the Employee Benefits and Management Compensation\nCommittee of the Board, or such other Committee designated by the Board to\nadminister the Plan provided that the Committee shall consist of two or more\npersons, each of whom is an \"outside director\" within the meaning of Section\n162(m) of the Code.\n\n(f) \"Company\" means The Clorox Company.\n\n(g) \"Participant\" means a corporate officer of the Company or a Subsidiary\nselected by the Committee to participate in the Plan.\n\n(h) \"Performance Criteria\" means the following measures of performance: total\nshareholder return, Stock price, Clorox Value Measure, economic value added,\nprofit margin (gross or net), asset turnover, sales growth, asset growth, return\non investment, earnings per share, return on equity, return on assets, return on\ncapital, operating cash flow, cost of capital, net income, market share, working\ncapital, customer satisfaction, and employee satisfaction.\n\n\n                                     Page 1\n   2\nA Performance Criterion may be applied by the Committee as a measure of the\nperformance of any, all, or any combination of the following: the Company, a\nSubsidiary, a division, group or other unit of the Company or a Subsidiary, or a\nparticular product category or categories of the Company or a Subsidiary.\n\n(i) \"Performance Goal(s)\" means the goal or goals established for a Participant\nby the Committee in accordance with Section 4(a).\n\n(j) \"Stock\" means common stock of the Company.\n\n(k) \"Subsidiary\" means any corporation in which the Company, directly or\nindirectly, controls 50 percent or more of the total combined voting power of\nall classes of stock.\n\n(l) \"Target Award\" means the amount of the target award established for each\nParticipant by the Committee in accordance with Section 4(a).\n\n3. TERM\n\nThe Plan shall be effective as of July 1, 1996 and shall continue until June 30,\n2006, subject to stockholders' approval unless reapproved by the Company's\nstockholders or unless amended or terminated pursuant to Section 9 hereof.\n\n4. AWARDS\n\n(a) Within 90 days after the beginning of each fiscal year of the Company (a\n\"year\"), the Committee will select Participants for the year and establish in\nwriting (i) an objective Performance Goal or Goals for each Participant for that\nyear based on one or more of the Performance Criteria, (ii) the specific Award\namounts that will be paid to each Participant if his or her Performance Goal or\nGoals are achieved (the \"Target Award\") and (iii) the method by which such\namounts will be calculated. The Committee may specify as to each Target Award\nthe form of payment of the Award (cash, Stock, restricted Stock, and\/or other\nproperty), provided that if restricted Stock is offered as an incentive to\nParticipants to take some or all of their Award in Stock the amount of the\nrestricted Stock shall be specified and the Target Award, including such\nrestricted Stock, shall not exceed the maximum Award permitted under Section\n4(b). The Target Award may provide for payment of all or part of the Target\nAward in the case of retirement, death, disability or change of ownership of\ncontrol of the Company or a Subsidiary during the year.\n\n(b) The maximum Award that may be paid to any Participant under the Plan for any\nyear will be $4 million.\n\n(c) The Committee may reduce or eliminate, but may not increase, any Award\ncalculated under the methodology established in\n\n\n                                     Page 2\n   3\naccordance with paragraph (a) in order to reflect additional considerations\nrelating to performance.\n\n(d) As soon as practicable following each year while the Plan is in effect, the\nCommittee shall determine and certify, for each Participant, the extent to which\nthe Performance Goal or Goals have been met and the amount of the Award, if any,\nto be made. Awards will be paid to the Participants following such certification\nby the Committee and no later than ninety (90) days following the close of the\nyear with respect to which the Awards are made.\n\n(e) The Company shall withhold from the payment of any Award hereunder any\namount required to be withheld for taxes.\n\n5. TERMINATION OF EMPLOYMENT\n\nExcept as may be specifically provided in an Award pursuant to Section 4(a), a\nParticipant shall have no right to an Award under the Plan for any year in which\nthe Participant is not actively employed by the Company or its Subsidiaries on\nJune 30 of such year. In establishing Target Awards, the Committee may also\nprovide that in the event a Participant is not employed by the Company or its\nSubsidiaries on the date on which the Award is paid, the Participant may forfeit\nhis or her right to the Award paid under the Plan.\n\n6. ADMINISTRATION\n\nThe Plan will be administered by the Committee. The Committee will have the\nauthority to interpret the Plan, to prescribe rules relating to the Plan and to\nmake all determinations necessary or advisable in administering the Plan.\nDecisions of the Committee with respect to the Plan will be final and\nconclusive.\n\n7. UNFUNDED PLAN\n\nAwards under the Plan will be paid from the general assets of the Company, and\nthe rights of Participants under the Plan will be only those of general\nunsecured creditors of the Company.\n\n8. CODE SECTION 162(M)\n\nIt is the intent of the Company that all Awards under the Plan qualify as\nperformance-based compensation for purposes of Code Section 162(m)(4)(C) so that\nthe Company's tax deduction for such Awards is not disallowed in whole or in\npart under Code Section 162(m). The Plan is to be applied and interpreted\naccordingly.\n\n9. AMENDMENT OR TERMINATION OF THE PLAN\n\n\n                                     Page 3\n   4\nThe Committee may from time to time suspend, revise, amend or terminate the\nPlan; PROVIDED, that any such amendment or revision which requires approval of\nthe Company's shareholders in order to maintain the qualification of Awards as\nperformance-based compensation pursuant to Code Section 162(m)(4)(C) shall not\nbe made without such approval.\n\n10. APPLICABLE LAW\n\nThe Plan will be governed by the laws of California.\n\n11. NO RIGHTS TO EMPLOYMENT\n\nNothing contained in the Plan shall give any person the right to be retained in\nthe employment of the Company or any of its Subsidiaries. The Company reserves\nthe right to terminate any Participant at any time for any reason\nnotwithstanding the existence of the Plan.\n\n12. NO ASSIGNMENT\n\nExcept as otherwise required by applicable law, any interest, benefit, payment,\nclaim or right of any Participant under the Plan shall not be sold, transferred,\nassigned, pledged, encumbered or hypothecated by any Participant and shall not\nbe subject in any manner to any claims of any creditor of any Participant or\nbeneficiary, and any attempt to take any such action shall be null and void.\nDuring the lifetime of any Participant, payment of an Award shall only be made\nto such Participant. Notwithstanding the foregoing, the Committee may establish\nsuch procedures as it deems necessary for a Participant to designate a\nbeneficiary to whom any amounts would be payable in the event of any\nParticipant's death.\n\n13. STOCKHOLDER APPROVAL\n\nThis Plan shall be subject to approval by a vote of the stockholders of the\nCompany at the 2001 Annual Meeting, and such stockholder approval shall be a\ncondition to the right of any Participant to receive any benefits hereunder.\n\n\n                                     Page 4\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-39877","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\/39877","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=39877"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39877"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39877"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39877"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}