**EXHIBIT10(xxi)**

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**THE CLOROXCOMPANY**

**1996STOCK INCENTIVE PLAN**

# **RESTRICTED STOCKUNIT AWARD AGREEMENT**

**SUMMARY OFRESTRICTED STOCK UNIT AWARD****                        **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 ofRestricted Stock Units (the "Units") on the terms set forthbelow:
| **GRANTEE:**                                  |  | Gerald E.Johnston   |
|-----------------------------------------------|--|---------------------|
| **TOTALNUMBER OF**

**  UNITS AWARDED:** |  | 75,000              |
| **DATEOF AWARD:**                             |  |   July15, 2003 |
| **SERIES NUMBER:**                            |  | 200312              |
| **VESTING:**                                  |  | On July 15,2007     |

**TERMS OFAGREEMENT**

**1. Payable onlyin stock**.  Units will besettled only in the Company's Common Stock (the "Stock") on a oneshare for one Unit basis, rounded up or down to the nearest wholeshare, and not in cash.  At the time of settlement, Granteewill recognize taxable income equal to the market value of theshares of Stock received.   Grantee may meet anywithholding tax obligations by using a Stock WithholdingArrangement.  No Stock will be issued to the Grantee or otherperson pursuant to the settlement of the Units until the Grantee orother person has made arrangements acceptable to the Administratorfor the satisfaction of foreign, federal, state, and local incomeand employment tax withholding obligations.

**2. CorporateTransactions/Changes of Control/SubsidiaryDispositions**. The Units shallbe subject to the provisions of Section 10 of the Plan relating totheir vesting or termination in the event of a CorporateTransaction, Change of Control or SubsidiaryDisposition.

**3.****Vesting****.**The Units shallvest on the Vesting date set forth in the Summary of RestrictedStock Unit Award above. Except as provided in Section 5 below, allUnits shall be forfeited if Grantee’s Continuous Serviceterminates prior to the Vesting date.

**4.Dividends**.  Cash paymentsper Unit equal to per share dividends on the Stock will be accruedto Grantee on dividend payment dates until the latest to occur ofthe following:  (i) the vesting of the Units, either in fullor pro-rated pursuant to Section 5, (ii) the settlement of theUnits, or (iii) the forfeiture of unvested Units prior to July 15,2007. Payments accrued shall be converted to Units as of thedividend payment date at the Fair Market Value of the Stock on thatdate and shall be subject to Vesting under Section 3 above anddeferred settlement under Section 6 and 7 below.

**5. Death,Disability, or Termination Under CertainCircumstances:**. In the event of (a) an involuntary termination of Grantee’sContinuous Service after July 15, 2004, other than for“cause” as that term is defined in Section 4 (c) of theEmployment Agreement between the Company and Grantee dated July 1,1996, as amended, or (b) Grantee's death or Disability before theUnits vest on July 15, 2007, the Units shall immediatelyvest.

**6. DeferredSettlement**.  Settlement ofUnits shall be deferred until January 15th of thecalendar year following termination of Grantee’s ContinuousService. After vesting, Grantee shall continue to receive paymentsin lieu of dividends on Stock on Units until the settlement date.Such payments shall be accrued and converted to Units pursuant toSection 4 above and settlement of such Units shall be deferredpursuant to this Section.  If a transaction occurs thatsubjects Grantee's Units to Section 2 prior to the settlement date,the deferral of settlement shall terminate and Grantee's Units willbe settled as of the date of that transaction. The Company mayterminate deferral hereunder if a change in law requires suchtermination or if a change in law, in the opinion of theCompany’s counsel, makes continued deferral disadvantageousto the Company.

**7. The Company'sRight to Defer Settlement**. No settlement of vested Units upon termination of Grantee'sContinuous Service shall be permitted prior to the ninetieth day ofthe Company's fiscal year following the date of Grantee'stermination of Continuous Service to the extent that the Companydetermines that an earlier settlement would result in the paymentof compensation which would not be deductible by the Company underSection 162(m) of the Internal Revenue Code of 1986, asamended.  If settlement of Units is deferred by reason of thisSection, any reduction in the Fair Market Value of the Stock fromthe day the Units would otherwise have been settled to the day theUnits are actually settled, will be paid to Grantee in the form ofadditional shares of the Stock based on the Fair Market Value ofthe Stock on the day of the actual settlement.

**8. AcceleratedSettlement 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 ofUnits**.  In theevent of any change in the outstanding shares of the Stock, byreason of a stock dividend or split, recapitalization, merger,consolidation, combination, exchange of shares, or other similarcorporate change, the number of Units shall be adjustedappropriately by the Administrator, whose determination shall beconclusive.

**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. EntireAgreement.**** **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****.**  The captionsused in this Agreement are inserted for convenience and shall notbe 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. GoverningLaw****.**  ThisAgreement is governed by California law.

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

**           ****                                       **               **THE CLOROXCOMPANY**

**                                     **

Dated:_____________________________, 2003. By:____________________________________

Its: Chairman of theCompensation Committee of the Board of Directors                                  

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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