EXHIBIT10-5

                                                                                                     Attachment1B                                                                

THE CLOROXCOMPANY

1996 STOCKINCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARDAGREEMENT

# **NOTICE OF STOCK OPTIONGRANT**

The Clorox Company, aDelaware company (the “Company”), grants to theOptionee named below an option (the “Option”) topurchase, in accordance with the terms of The Clorox Company 1996Stock Incentive Plan (the “Plan”) and this Agreement,the number of shares of Common Stock of the Company (the“Shares”) at the exercise price per share (the“Exercise Price”) set forth as follows:
| OPTIONEE          |                                                                 |
|-------------------|-----------------------------------------------------------------|
| OPTIONSGRANTED    |                                                                 |
| GRANTCODE         |                                                                 |
| EXERCISE PERSHARE |                                                                 |
| DATE OFGRANT      |                                                                 |
| EXPIRATIONDATE    | [10 years after grantdate]                                      |
| VESTINGSCHEDULE   | 25% on each of the firstfour anniversaries of the Date of Grant |

## AGREEMENT

Grant of Option.  The Company hereby grants to the Optionee the Option topurchase the Shares at the Exercise Price, subject to the terms,definitions and provisions of the Plan and this Agreement. Unless otherwise defined herein, the terms defined in the Planshall have the same defined meanings in this Agreement.

Exercise of Option.

Right to Exercise.  This Option shall be exercisable prior to the expirationdate set forth in the Notice of Stock Option Grant above (the“Expiration Date”), in accordance with the vestingschedule set forth in the Notice of Stock Option Grant above (the“Vesting Schedule”) and with the applicable provisionsof the Plan and this Agreement.  Notwithstanding any otherprovision of this Agreement, in no event may this Option beexercised after the Expiration Date.

 

Method of Exercise.  This Option shall be exercisable only by delivery of anExercise Notice (printable from the Clorox Web at**http://CLOROXWEB/hr/stock/** or available from theCompany’s designee) which shall state the election toexercise the Option, the whole number of Shares in respect of whichthe Option is being exercised and such other representations andagreements as to the holder’s investment intent with respectto such Shares and such other provisions as may be required by theAdministrator.  Such Exercise Notice shall be signed by theOptionee and shall be delivered by mail or fax, to theCompany’s designee accompanied by payment of the ExercisePrice.  The Option shall be deemed to be exercised uponreceipt by the Company’s designee of such written noticeaccompanied by the Exercise Price.

No Shares will be issuedpursuant to the exercise of the Option unless such issuance andsuch exercise shall comply with all Applicable Laws.  Assumingsuch compliance, for income tax purposes, the Shares shall beconsidered transferred to the Optionee on the date on which theOption is exercised with respect to such Shares.

Taxes.  NoShares will be issued to the Optionee or other person pursuant tothe exercise of the Option until the Optionee or other person hasmade arrangements acceptable to the Company or its designee for thesatisfaction of applicable foreign, federal, state, and localincome and employment tax withholding obligations.

Method of Payment.  Payment of the Exercise Price shall be by any of thefollowing, or a combination thereof, at the election of theOptionee; provided, however, that such exercise method does notthen violate an Applicable Law:

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Surrender of shares of Common Stock of theCompany (including withholding of Shares otherwise deliverable uponexercise of this Option) which have a Fair Market Value on the dateof surrender equal to the Exercise Price of the Shares as to whichthe Option is being exercised (but only to the extent that suchexercise of the Option would not result in an accountingcompensation charge with respect to the Shares used to pay theexercise price).

Delivery of a properly executed Exercise Noticetogether with such other documentation as the Company or itsdesignee shall require to effect an exercise of the Option anddelivery to the Company or its designee of the sale or loanproceeds required to pay the Exercise Price.

Termination. If the Optionee’s Continuous Service terminates(“Termination”), to the extent the Optionee is entitledto exercise this Option in accordance with the Vesting Schedule onthe Termination date, the Optionee may exercise this Option duringthe applicable Termination Exercise Period described in Section 5below.  However, if the Termination date is more than 12months from the date of grant set forth in the Notice of StockOption Award and if the Optionee is age 55 years or older with atleast 10 years of Vesting Service or has at least 20 years ofVesting Service, then this Option shall vest in its entirety on theTermination date.  This Option shall be subject to theprovisions of Section 10 of the Plan relating to the exercisabilityor termination of the Option in the event of a CorporateTransaction, Change in Control or SubsidiaryDisposition.

Termination Exercise Period. 

For the purposes ofthis Agreement, the “Termination Exercise Period” shallbe as follows:

If Termination occurs for reasons other thandeath or disability and if the Optionee is age 55 or older with atleast 10 years of Vesting service or has at least 20 years ofVesting service, the Termination Exercise Period shall be theperiod ending on the fifth anniversary of the Termination date (andin no event later than the Expiration Date).

Disability.  Ifthe Optionee’s Continuous Service terminates as a result ofhis or her disability, the Termination Exercise Period shall be thetwelve-month period immediately following, the Termination Date(and in no event later than the Expiration Date), to the extent theoptionee was otherwise entitled to exercise it on the Terminationdate.  To the extent that the Optionee was not entitled toexercise the Option on the Termination date, or if the Optioneedoes not exercise such Option to the extent so entitled within thetime specified herein, the Option shall terminate.

Death.  If theOptionee’s Continuous Service terminates as a result of hisor her death or if the Optionee dies during the TerminationExercise Period, the Option may be exercised at any time withintwelve months following the date of death (and in no event laterthan the Expiration Date), by the Optionee’s estate or by aperson who acquired the right to exercise the Option by bequest orinheritance, but only to the extent the Optionee could exercise theOption at the date of death.

Other than as set forth in subparagraph (a)immediately above, the Termination Exercise Period shall be thethree-month period immediately following the Termination date (andin no event later than the Expiration Date) or such period as maybe applicable upon death or disability of the Optionee as providedin this Agreement.

Non-Transferability of Option.  This Option may not be transferred in any mannerotherwise than by will or by the laws of descent or distributionand may be exercised during the lifetime of the Optionee only bythe Optionee.

Protection of Trade Secrets and Limitations onExercise.

Definitions.

“AffiliatedCompany”  means anyorganization controlling, controlled by or under common controlwith the Company.

“ConfidentialInformation”means technical orbusiness information not readily available to the public orgenerally known in the trade, including inventions, developments,trade secrets and other confidential information, knowledge, dataand know-how of the company or any Affiliated Company, whether ornot they originated with the Optionee, or information which theCompany or any Affiliated Company received from third parties underan obligation of confidentiality.

“ConflictingProduct”means any product, process,machine, or service of any person or organization, other than theCompany or any Affiliated Company, in existence or underdevelopment that (1) resembles or competes with a product, process,machine, or service upon or with which the Optionee shall haveworked during the two years prior to the Optionee’stermination of employment with the Company or any AffiliatedCompany or (2) with respect to which during that period of time theGrantee, as a result of his/her job performance and duties, shallhave acquired knowledge of Confidential Information, and whose useor marketability could be enhanced by application to it ofConfidential Information.  For purposes of this section, itshall be conclusively presumed that the Optionee has knowledge ofinformation to which s/he has been directly exposed through actualreceipt or review of memorandum or documents containing suchinformation or through actual attendance at meetings at which suchinformation was discussed or disclosed.

“ConflictingOrganization”means any person ororganization that is engaged in or about to become engaged inresearch on or development, production, marketing or selling of aConflicting Product.

     Right to RetainShares Contingent on Continuing Non-ConflictingEmployment.  In partial consideration for the award ofthis Option, the Optionee agrees that the Optionee’s right toexercise this Option is contingent upon the Optionee refraining,for a period of one year after the date of exercise, from renderingservices, directly or indirectly, as director, officer, employee,agent, consultant or otherwise, to any Conflicting Organizationexcept a Conflicting Organization whose business is diversified andthat, as to that part of its business to which the Optionee rendersservices, is not a Conflicting Organization, provided that theCompany shall receive separate written assurances satisfactory tothe Company from the Optionee and the Conflicting Organization thatthe Optionee shall not render services during such period withrespect to a Conflicting Product.  If, on the date of exerciseor at any time within one year after the date of exercise of all orany portion of the Option, the Optionee shall render services toany Conflicting Organization other than as expressly permittedherein, the Optionee shall immediately return to the Company theShares or the pre-tax income derived from any disposition of theShares.  THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH ISNOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM RENDERINGSERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR RETURN TOTHE COMPANY OF THE GROSS TAXABLE PROCEEDS OF AN EXERCISE OF THEOPTION IF THE OPTIONEE SHOULD CHOOSE TO RENDER SUCH SERVICES WITHINONE YEAR AFTER EXERCISE.

     No Interference orSolicitation.  In partial consideration for the award ofthis Option and to forestall the disclosure or use of ConfidentialInformation, the Optionee agrees that for a period of one yearafter termination of his/her employment, s/he shall not, forhimself/herself or any third party, directly or indirectly (i)divert or attempt to divert from the Company (or any AffiliatedCompany) any business of any kind in which it is engaged,including, without limitation, the solicitation of its customers asto Conflicting Products, or interference with any of its suppliersor customers (collectively, “Interfere”), or (ii) solicit for employment any person employed by the Company, or byany Affiliated Company, during the period of such person’semployment and for a period of one year after the termination ofsuch person’s employment with the Company or any AffiliatedCompany (collectively, “Solicit”).

     Injunctive and OtherAvailable Relief.  By acceptance of this Option, theOptionee acknowledges that, if the Optionee were to breach orthreaten to breach his/her obligation hereunder not to Interfere orSolicit, the harm caused to the Company by such breach orthreatened breach would be, by its nature, irreparable because,among other things, **damages would be significant and themonetary harm that would ensue would not be able to be readilyproven**, and that the Company would be entitled to injunctiveand other appropriate relief to prevent threatened or continuedbreach and to such other remedies as may be available at law or inequity.

Entire Agreement – GoverningLaw.  The Plan is incorporatedherein by reference.  The Plan and this Agreement constitutethe entire Agreement of the parties with respect to this stockoption award and may not be modified adversely to theOptionee’s interest except by means of a writing signed bythe Company and the Optionee.  This Agreement is governed byCalifornia law.

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

Interpretation.  Any dispute regarding the interpretation of thisAgreement shall be submitted by the Optionee or by the Companyforthwith to the Board or the Administrator that administers thePlan, which shall review such dispute at its next regularmeeting.  The resolution of such dispute by the Board or theAdministrator shall be final and binding on allpersons. 

**THE CLOROXCOMPANY**

**                                                                                                                               **

By:

                                                                                                                               

                                                                                                                               Title:       CEO andPresident

THE OPTIONEE ACKNOWLEDGESAND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOFIS EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY(NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION ORACQUIRING SHARES HEREUNDER).  THE OPTIONEE FURTHERACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THEPLAN, SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TOCONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFEREIN ANY WAY WITH THE OPTIONEE’S RIGHT OR THE COMPANY’SRIGHT TO TERMINATE THE OPTIONEE’S EMPLOYMENT AT ANY TIME,WITH OR WITHOUT CAUSE.

The Optionee acknowledgesthat a copy of the Plan, Plan Information and the Company’sAnnual Report and Proxy Statement for the fiscal year ended June30, 2002 (the “Prospectus Information”) are availablefor viewing on the Company’s Cloroxweb site at http://CLOROXWEB/hr/stock/.The Optionee hereby consents to receive the Prospectus Informationelectronically, or, in the alternative, to contact the HR ServiceCenter at 1-800-709-7095 to request a paper copy of the ProspectusInformation.  The Optionee represents that s/he is familiarwith the terms and provisions thereof, and hereby accepts thisAgreement subject to all of the terms and provisions thereof. The Optionee has reviewed the Plan and this Agreement in theirentirety, has had an opportunity to obtain the advice of counselprior to executing this Agreement and fully understands allprovisions of this Agreement.  The Optionee hereby agrees toaccept as binding, conclusive and final all decisions orinterpretations of the Administrator upon any questions arisingunder the Plan or this Agreement.  The Optionee further agreesto notify the Company upon any change in the residence addressindicated below.

Dated:______________________________  Signed:___________________________________

                                                                                                       Optionee

                                                       Residence Address:

                                                       ___________________________________

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