**EXHIBIT 10-6**

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**THECLOROX COMPANY**

1996 STOCK INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

**SUMMARYOF PERFORMANCE UNITAWARD                      **The Clorox Company (the "Company") grants to the Grantee namedbelow, in accordance with the terms of The Clorox Company 1996Stock Incentive Plan (the "Plan") and this Agreement, the number ofPerformance Units (the "Units") on the terms set forthbelow:
| **GRANTEE:**                                   |                                   |  |
|------------------------------------------------|-----------------------------------|--|
| **TOTAL NUMBER OF**

**  UNITS AWARDED:** |                              |  |
| **DATE OF AWARD:**                             |                              |  |
| **SERIES NUMBER:**                             |                                   |  |
| **VESTING:**                                   | Pursuant toVesting Schedule Below |  |

**TERMS OF AGREEMENT**

**1.Payable only in stock**.  Units will be settled only in the Company's CommonStock (the "Stock") on a one share for one Unit basis, rounded upor down to the nearest whole share, and not in cash.  At thetime of settlement, Grantee will recognize taxable income equal tothe fair market value of the shares of Stock received.  Grantee may meet any withholding tax obligations by using a StockWithholding Arrangement.  No Stock will be issued to theGrantee or other person pursuant to the settlement of the Unitsuntil the Grantee or other person has made arrangements acceptableto the Administrator for the satisfaction of foreign, federal,state, and local income and employment tax withholding obligations.Settlement shall occur on a date chosen by the Administrator, whichdate shall be within sixty (60) days after the vesting date or anydeferred settlement date established pursuant to Section 6 below,whichever is later, unless settlement is further deferred pursuantto Section 7 below.

**2.Corporate Transactions/Changes of Control/SubsidiaryDispositions**.  TheUnits shall be subject to the provisions of Section 10 of the Planrelating to their vesting or termination in the event of aCorporate Transaction, Change of Control or SubsidiaryDisposition.

**3.Vesting Schedule**.

Determination of VestedAmount.If the TotalStockholder Return determined in the manner described in paragraphb. below (the "TSR") of the Stock, comparing the month of [monthand year in which the award is made, or “X”] with themonth of [month of third anniversary of month of grant, or“Y”], equals or exceeds the percentile set forth in thetable below of the TSR of the common stock of the peer group ofcompanies used by the Company for financial analysis purposes (the"Peer Group") for the same months, the percentage of Units setforth in the table below next to the highest percentile equaled orexceeded shall vest on [last day ofY]:                                
| TSR Equalsor Exceeds | Percentageof Award Vested |
|----------------------|---------------------------|
| 75th percentile      | 125%                      |
| 50th percentile      | 100%                      |
| 45th percentile      | 75%                       |
| 40th percentile      | 50%                       |
| Below40th percentile | 0%                        |

        AllUnits not vested on [last day of Y] will be forfeited.

b.     Determination ofTSR. The TSR for each stock shall be calculated by (1)subtracting the average of the closing prices or, for days on whichno trading occurred, the last bid prices for each business dayduring a specified calendar month on the stock's principal exchangeor national over-the-counter market quotation system (the "AverageClosing Price") from the sum of (a) the Average Closing Price ofthat stock for a subsequent specified calendar month (adjusted forsplits, recapitalizations or similar events) and (b) all dividendspaid between the first day of the first specified month and thelast day of the second specified calendar month and (2) dividingthe result obtained in step (1) by the Average Closing Price forthe first specified calendar month. The Administrator shall havesole discretion to make changes in the Peer Group and to determinethe manner in which such changes are incorporated into the TSRcalculation.  The Administrator shall have sole discretion todetermine whether the TSR goals established in paragraph a. abovehave been achieved and whether the Units have vested.  TheAdministrator's determinations pursuant to the exercise ofdiscretion with respect to all matters described in this paragraphshall be final and binding on all parties to thisAgreement.

**4.Dividends**.  Cashpayments per Unit equal to per share dividends on the Stock will bepaid to Grantee on dividend payment dates until the latest to occurof the following:  (i) the settlement of the Units or (ii) theforfeiture of unvested Units on [last day of Y].

**5.Death, Disability, or Termination Under CertainCircumstances:**. In the event of (a) termination of Grantee’s ContinuousService (the date of such event being hereinafter referred to asthe “Termination Date”), if Grantee has 20 years ofservice or is age 55 or older with 10 or more years of service onthe Termination Date, or (b) Grantee's death or Disability beforethe Units vest on [last day of Y], if at all, as described above,Grantee will be entitled to a pro-rata portion of the Unitsdetermined by (i) multiplying the number of Units awarded toGrantee as indicated above by a fraction, the numerator of which isthe number of months beginning with [month immediately following X]and ending with the month which immediately precedes Grantee'sdeath, Disability, or Termination Date, and the denominator ofwhich is 36 and (ii) multiplying the result by the Percentage ofAward Vested pursuant to the table.  For example, if Granteeretires on [the first day of the 10th month following X]and 75% of the Units vest on [Y], Grantee would be entitled to9/36ths of 75% of the Award. 

**6.Election to Defer Settlement**.  On or before [the last day of the month of thesecond anniversary of X], Grantee may elect to defer the settlementof the Units from the date they would vest until a date at leasttwo years following the date on which the Units vest, or untilGrantee's later termination of Continuous Service.  If Granteemakes such an election, it will become irrevocable on [the firstday of the month following the second anniversary of X].  IfGrantee makes such an election, Grantee will continue to receivepayments in lieu of dividends on Stock on any Units until thesettlement date.  If Grantee makes such an election, but atransaction occurs that subjects Grantee's Units to Section 2 priorto the settlement date, Grantee's deferral election will terminateand Grantee's Units will be settled as of the date of thattransaction. The Company may terminate any deferral hereunder if achange in law requires such termination or if a change in law, inthe opinion of the Company’s counsel, makes continueddeferral disadvantageous to the Company.

**7. TheCompany's Right to Defer Settlement**.  No settlement of vested Units upontermination of Grantee's Continuous Service shall be permittedprior to the ninetieth day of the Company's fiscal year followingthe date of Grantee's termination of Continuous Service to theextent that the Company determines that an earlier settlement wouldresult in the payment of compensation which would not be deductibleby the Company under Section 162(m) of the Internal Revenue Code of1986, as amended.  If settlement of Units is deferred byreason of this Section, any reduction in the value of the Stockfrom the day the Units would otherwise have been settled (the"Original Settlement Day"), based on the average between the highand low price of the Stock on the New York Stock Exchange (the"Daily Average Price") on the Original Settlement Day or, if theStock is not traded on that day, on the next trading day to the daythe Units are actually settled, will be paid to Grantee in the formof additional shares of the Stock based on the Daily Average Priceof the Stock on the day of the actual settlement, or if the Stockis not traded on that day, on the next trading day.

**8.Accelerated Settlement of Units in Case of an UnforeseeableEmergency**.  TheAdministrator may, upon written application, agree to anaccelerated settlement of some or all of Grantee's vested Unitsupon the showing of severe financial hardship to Grantee resultingfrom (a) the sudden and unexpected illness or accident of Grantee'sdependent; (b) loss of Grantee's property due to casualty; or (c)other similar extraordinary and unforeseeable circumstances arisingas a result of events beyond Grantee's control.  Accelerationwill not be granted if the hardship may be relieved (i) throughreimbursement or compensation by insurance or otherwise; or (ii) byliquidation of Grantee's assets, to the extent such liquidationwill not itself cause severe financial hardship.

**9.Adjustment of Units**.  In the event of any change in the outstandingshares of the Stock, by reason of a stock dividend or split,recapitalization, merger, consolidation, combination, exchange ofshares, or other similar corporate change, the number of Unitsshall be adjusted appropriately by the Administrator, whosedetermination shall be conclusive.

**10. NoFunding**.  A Unitconstitutes a mere promise by the Company to make settlements orpayments in the future in accordance with the terms of thisAgreement and the Plan.  Grantees and beneficiaries have thestatus of general unsecured creditors of the Company.  Anycash payments will be paid from the general assets of the Companyand nothing in this Agreement or the Plan will be construed to giveany Grantee or any other person rights to any specific assets ofthe Company.  In all events, it is the intention of theCompany and all Grantees that the Units be treated as unfunded fortax purposes and for purposes of Title I of the Employee RetirementIncome Security Act.

**11.Non-Transferability of Units**.  Unless otherwise determined by the Administrator,the Units may not be transferred in any manner otherwise than bywill or by the laws of descent or distribution.

**12.Entire Agreement.**** **The Plan isincorporated herein by reference.  The Plan and this Agreementconstitute the entire Agreement of the parties with respect to thisPerformance Unit Award and may not be modified adversely to theGrantee's interest except by means of a writing signed by theCompany and the Grantee.

**13.Headings****.**  Thecaptions used in this Agreement are inserted for convenience andshall not be deemed a part of this Agreement for construction orinterpretation.

**14.Interpretation****.**  Any disputeregarding the interpretation of this Agreement shall be submittedby the Grantee or by the Company forthwith to the Administrator,which shall review such dispute at its next regular meeting. The resolution of such dispute by the Administrator shall be finaland binding on all persons.

**15.Governing Law****.**  ThisAgreement is governed by California law.

**16.Definition of Terms****.**Unless otherwisedefined herein, the terms defined in the Plan shall have the samedefined meanings in this Agreement.

**               ****                                               **               **THE CLOROX COMPANY**

**                                     **

                                                                                                               By: ____________________________________

                                                                                                               Its: CEO and President 

GRANTEEACKNOWLEDGES AND AGREES THAT THE VESTING OF THE UNITS PURSUANT TOTHIS AGREEMENT IS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILLOF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTEDTHIS AWARD OR ACQUIRING UNITS HEREUNDER) AND BY ACHIEVEMENT OF THEPERFORMANCE CRITERIA.  GRANTEE FURTHER ACKNOWLEDGES AND AGREESTHAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN SHALL CONFER UPONGRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THECOMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH GRANTEE'S RIGHT ORTHE COMPANY'S RIGHT TO TERMINATE GRANTEE'S EMPLOYMENT AT ANY TIME,WITH OR WITHOUT CAUSE.

Granteeacknowledges receipt of a copy of the Plan and represents that heor she is familiar with the terms and provisions thereof, andhereby accepts this Agreement subject to all of the terms andprovisions thereof.  Grantee has reviewed the Plan and thisAgreement in their entirety, has had an opportunity to obtain theadvice of counsel prior to executing this Agreement and fullyunderstands all provisions of the Agreement.  Grantee herebyagrees to accept as binding, conclusive and final all decisions orinterpretations of the Administrator upon any questions arisingunder the Plan or this Agreement.  Grantee further agrees tonotify the Company upon any change in the residence addressindicated below.

Dated:____________________________  Signed:_________________________________

                                                                                                               Grantee

                                                                                                               Residence Address:

                                                                                                               __________________________________

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