CEC RSU Agreement 

THE CLOROX COMPANY
2005 STOCK
INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
(US Employees)

SUMMARY OF RESTRICTED STOCK UNIT
AWARD
The Clorox Company, a Delaware
company (the “Company”), grants to the Grantee named below, in accordance with
the terms of The Clorox Company 2005 Stock Incentive Plan (the “Plan”) and this
restricted stock unit award agreement (the “Agreement”), the following number of
Restricted Stock Units (the “Units”), on the terms set forth below: 

	GRANTEE 
    	   	-- (refer to
      Computershare account for details)  
	TOTAL RESTRICTED UNITS
      AWARDED  		-- (refer to
      Computershare account for details)  
	DATE OF
      AWARD  		-- (refer to
      Computershare account for details)  
	PERIOD OF
      RESTRICTION  		-- (refer to
      Computershare account for details)  



TERMS OF AGREEMENT 

	1.	      	Grant of
      Units. The Company hereby grants to the
      Grantee the Units set forth above, subject to the terms, definitions and
      provisions of the Plan and this Agreement. All terms, provisions, and
      conditions applicable to the Units set forth in the Plan and not set forth
      herein are incorporated by reference. To the extent any provision hereof
      is inconsistent with a provision of the Plan, the provisions of the Plan
      will govern. All capitalized terms that are used in this Agreement and not
      otherwise defined herein shall have the meanings ascribed to them in the
      Plan.
	 
	2.		Nature and
      Settlement of Award. The Units
      represent an unfunded, unsecured promise by the Company to deliver Shares.
      Units will be settled in Shares on a one Share for one Unit basis, rounded
      down to the nearest whole Share, less any Shares withheld in accordance
      with the provisions of Section 4 of this Agreement. Settlement shall occur
      as soon as practicable after the Period of Restriction lapses as provided
      in the Summary of Restricted Stock Unit Award above, but in any event,
      within the period ending on the later to occur of the date that is 2 1⁄2
      months from the end of (i) the Grantee’s tax year that includes the date
      of the lapse of the Period of Restriction, or (ii) the Company’s tax year
      that includes the date of the lapse of the Period of Restriction (which
      payment schedule is intended to comply with the “short-term deferral”
      exemption from the application of Section 409A of the Internal Revenue
      Code of 1986, as amended (the “Code”)).
	 
	3.		Dividend
      Equivalents. No Dividend Equivalents
      shall be paid to the Grantee prior to the lapse of the Period of
      Restriction. Rather, such Dividend Equivalent payments will accrue and be
      notionally credited to the Grantee’s RSU account and paid out in the form
      of additional Shares after the lapse of the Period of Restriction, within
      the time period described in Section 2 above.
	 
	4.		Taxes. Pursuant to Section 16 of
      the Plan, the Committee shall have the power and the right to deduct or
      withhold, or require the Grantee to remit to the Company, an amount
      sufficient to satisfy any applicable tax withholding requirements
      applicable to this Award. The Committee may condition the delivery of
      Shares in settlement of Units upon the Grantee’s satisfaction of such
      withholding obligations. The Grantee may elect to satisfy all or part of
      such withholding requirement by tendering previously-owned Shares or by
      having the Company withhold Shares having a Fair Market Value equal to the
      minimum statutory tax withholding rate that could be imposed on the
      transaction (or such other rate that will not result in a negative
      accounting impact) or in such other manner as is acceptable to the
      Company. Such election shall be irrevocable, made in writing, signed by
      the Grantee, and shall be subject to any restrictions or limitations that
      the Committee, in its sole discretion, deems
  appropriate.


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	5.	      	Termination of
      Employment or Service.
					 
			a.		If the Grantee’s employment or service with
      the Company and its Subsidiaries is terminated for any reason, any Units
      (the “Unvested Units”) for which the Period of Restriction has not lapsed
      before such termination of employment or service and/or any Dividend
      Equivalents related thereto shall be forfeited. Notwithstanding the above,
      if the Grantee’s termination of employment or service is due to death or
      Disability, the Units shall become 100% vested and the Period of
      Restriction on the Units shall lapse and all Dividend Equivalents related
      thereto shall become immediately vested and payable as of such termination
      date.
					 
			b.	      	Definition of “Disability.” For
      purposes of this Agreement, the Grantee’s employment shall be deemed to
      have terminated due to the Grantee’s Disability if the Grantee is entitled
      to long-term disability benefits under the Company’s long-term disability
      plan or policy, as in effect on the date of termination of the Grantee’s
      employment.
			 


	6.	      	Authorization to
      Return Forfeited Units. The Grantee
      authorizes the Company or its designee to return to the Company all Units
      and related Dividend Equivalents and Shares subject thereto which are
      forfeited along with any cash or other property held with respect to or in
      substitution of such Units, related Dividend Equivalents and/or Shares.
      Any such action shall comply with all applicable provisions of this
      Agreement or the Plan.
	 
	7.		Transferability of
      Units. Unless otherwise determined by
      the Committee, Units shall not be transferable by the Grantee other than
      by will or by the laws of descent or distribution. For avoidance of doubt,
      Shares issued to the Grantee in settlement of Units pursuant to Section 2
      of this Agreement shall not be subject to any of the foregoing
      transferability restrictions.
	 
	8.		Change in
      Control. Upon the occurrence of a
      Change in Control, unless otherwise specifically prohibited under
      Applicable Laws or by the rules and regulations of any governing
      governmental agencies or national securities exchanges, any Unvested Units
      and related Dividend Equivalents shall become 100% vested and the Period
      of Restriction for the Units and related Dividend Equivalents shall lapse,
      unless the Units are assumed, converted or replaced by the continuing
      entity; provided, however, that in the event the Grantee’s employment is
      terminated without Cause or by the Grantee for Good Reason upon or within
      twenty-four (24) months following consummation of a Change in Control, the
      Period of Restriction on any replacement awards shall lapse and all
      Dividend Equivalents related thereto shall become immediately payable. For
      purposes of this Agreement, the term “Good Reason” shall have the meaning
      set forth in any employment agreement or severance agreement or policy
      applicable to the Grantee. If Grantee is not a party to any agreement or
      covered by a policy in which a definition of “Good Reason” is provided,
      then the following definition shall apply:
	 
	 		“Good Reason” means
      resignation of the Grantee in connection with the occurrence of any of the
      following events without the Grantee’s written consent (provided that
      notice of such event is provided within 90 days following the first
      occurrence thereof):
	 
	 		a.	      	The assignment to the Grantee of
      any duties inconsistent in any material respect with the Grantee’s
      position (including offices, titles and reporting requirements),
      authority, duties or responsibilities as they existed at any time during
      the 120-day period immediately preceding the Change in Control, or any
      other action by the Company which results in a material diminution in such
      position, authority, duties or responsibilities, excluding for this
      purpose an isolated, insubstantial and inadvertent action not taken in bad
      faith and which is remedied by the Company promptly after receipt of
      notice thereof given by the Grantee; or
	 
	 		b.		Any material reduction by the
      Company of the Grantee’s Base Salary or bonus target, other than an
      isolated, insubstantial and inadvertent failure not occurring in bad faith
      and which is remedied by the Company promptly after receipt of notice
      thereof given by the Grantee; or
	 
	 		c.		The Company requires the Grantee
      to be based at any office or location which increases his commute by more
      than 50 miles from his commute immediately prior to the Change in
      Control.


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			Any notice provided by the Grantee
      under this “Good Reason” provision shall mean a written notice which (1)
      indicates the specific termination provision in the Good Reason definition
      relied upon, (2) to the extent applicable, sets forth in reasonable detail
      the facts and circumstances claimed to provide a basis for termination of
      the Grantee’s employment under the provision so indicated and (3) the
      Grantee’s intended separation date if the Company does not cure the issue
      (which date shall be not less than thirty (30) days after the giving of
      such notice).
			 
	9.	      	Protection of Trade
      Secrets and Limitations on Exercise.
	 
	 		a.	      	Definitions.
	 
	        	 		i.	      	“Affiliated Company” means any
      organization controlling, controlled by or under common control with the
      Company.
	 
	 		 		ii.		“Confidential Information” means
      technical or business information not readily available to the public or
      generally known in the trade, including inventions, developments, trade
      secrets and other confidential information, knowledge, data and know-how
      of the Company or any Affiliated Company, whether or not they originated
      with the Grantee, or information which the Company or any Affiliated
      Company received from third parties under an obligation of
      confidentiality.
	 
	 		 		iii.		“Conflicting Product” means any
      product, process, machine, or service of any person or organization, other
      than the Company or any Affiliated Company, in existence or under
      development that (1) resembles or competes with a product, process,
      machine, or service upon or with which the Grantee shall have worked
      during the two years prior to the Grantee’s termination of employment with
      the Company or any Affiliated Company or (2) with respect to which during
      that period of time the Grantee, as a result of his/her job performance
      and duties, shall have acquired knowledge of Confidential Information, and
      whose use or marketability could be enhanced by application to it of
      Confidential Information. For purposes of this section, it shall be
      conclusively presumed that the Grantee has knowledge of information to
      which s/he has been directly exposed through actual receipt or review of
      memorandum or documents containing such information or through actual
      attendance at meetings at which such information was discussed or
      disclosed.
	 
	 		 		iv.		“Conflicting Organization” means
      any person or organization that is engaged in or about to become engaged
      in research on or development, production, marketing or selling of a
      Conflicting Product.
	 
	 		b.	      	Right to Retain
      Units/Shares Contingent on Protection of Confidential Information. In partial consideration for the award of these Units,
      the Grantee agrees that at all times, both during and after the term of
      Grantee’s employment with the Company or any Affiliated Company, to hold
      in the strictest confidence, and not to use (except for the benefit of the
      Company at the Company’s direction) or disclose (except for the benefit of
      the Company at the Company’s direction), regardless of when disclosed to
      the Grantee, any and all Confidential Information of the Company or any
      Affiliated Company. Grantee understands that for purposes of this Section
      9.b, Confidential Information further includes, but is not limited to,
      information pertaining to any aspect of the business of the Company or any
      Affiliated Company which is either information not known (or known as a
      result of a wrongful act of Grantee or of others who were under
      confidentiality obligations as to the item or items involved) by actual or
      potential competitors of the Company or other third parties not under
      confidentiality obligations to the Company. If, prior to the expiration of
      the Period of Restriction or at any time within one (1) year after the
      settlement of any of the Units, the Grantee discloses or uses, or
      threatens to disclose or use, any Confidential Information other than in
      the course of performing authorized services for the Company (or any
      Affiliated Company), the Units, whether vested or not, will be immediately
      forfeited and cancelled, and the Grantee shall immediately return to the
      Company the Shares issued in settlement of the Units or the pre-tax income
      derived from any disposition of such
Shares.


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			c.		Right to Retain Units/Shares Contingent
      on Continuing Non-Conflicting Employment. In partial
      consideration for the award of these Units, the Grantee agrees that the
      Grantee’s right to receive the Shares upon settlement of the Units is
      contingent upon the Grantee refraining, during the Period of Restriction
      and for a period of one (1) year after the settlement of any of the Units,
      from rendering services, directly or indirectly, as director, officer,
      employee, agent, consultant or otherwise, to any Conflicting Organization
      except a Conflicting Organization whose business is diversified and that,
      as to that part of its business to which the Grantee renders services, is
      not a Conflicting Organization, provided that the Company shall receive
      separate written assurances satisfactory to the Company from the Grantee
      and the Conflicting Organization that the Grantee shall not render
      services during such period with respect to a Conflicting Product. If,
      prior to the expiration of the Period of Restriction or at any time within
      one (1) year after the settlement of any of the Units, the Grantee shall
      render services to any Conflicting Organization other than as expressly
      permitted herein, the Units, whether vested or not, will be immediately
      forfeited, and the Grantee shall immediately return to the Company the
      Shares issued in settlement of the Units or the pre-tax income derived
      from any disposition of such Shares. THE GRANTEE
      UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE
      FROM RENDERING SERVICES TO
      A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE FORFEITURE OF THE UNITS AND A
      RETURN TO THE COMPANY OF THE SHARES OR THE
      GROSS TAXABLE PROCEEDS OF THE SHARES IF THE
      GRANTEE SHOULD CHOOSE TO RENDER SUCH SERVICES DURING THE PERIOD OF RESTRICTION OR WITHIN
      ONE YEAR AFTER THE
      SETTLEMENT OF ANY OF THE UNITS.
					 
			d.	      	No Interference with Customers
      or Suppliers. In partial consideration
      for the award of these Units and to forestall the disclosure or use of
      Confidential Information as well as to avoid Grantee’s intentional
      interference with the contractual relations of the Company or any
      Affiliated Company or Grantee’s intentional interference with prospective
      economic advantage of the Company or any Affiliated Company, the Grantee
      agrees that for a period of one (1) year after the settlement of any of
      the Units, s/he shall not, for himself/herself or any third party,
      directly or indirectly, use Confidential Information to divert or attempt
      to divert from the Company (or any Affiliated Company) any business of any
      kind in which it is engaged, or to intentionally solicit its customers
      with which it has a contractual relationship as to Conflicting Products,
      or interfere with the contractual relationship with any of its suppliers
      or customers (collectively, “Interfere”). If, during the Period of
      Restricted or at any time within one (1) year after the settlement of any
      of the Units, the Grantee breaches his/her obligation not to Interfere,
      the Units, whether vested or not, will be immediately forfeited and
      cancelled, and the Grantee shall immediately return to the Company the
      Shares issued in settlement of the Units or the pre-tax income derived
      from any disposition of such Shares. For avoidance of doubt, the term
      “Interfere” shall not include any advertisement of Conflicting Products
      through the use of media intended to reach a broad public audience (such
      as television, cable or radio broadcasts, or newspapers or magazines) or
      the broad distribution of coupons through the use of direct mail or
      through independent retail outlets.
	 
	 		e.		No Solicitation of
      Employees. In partial consideration for
      the award of these Units and to forestall the disclosure or use of
      Confidential Information, the Grantee agrees that during the Period of
      Restriction and for a period of one (1) year after the settlement of any
      of the Units, Grantee shall not, for himself/herself or any third party,
      directly or indirectly, solicit for employment any person employed by the
      Company, or by any Affiliated Company, during the period of the solicited
      person’s employment and for a period of one (1) year after the termination
      of the solicited person’s employment with the Company or any Affiliated
      Company (collectively “Solicit”). If, during the term of the Period of
      Restriction or at any time within one (1) year after the settlement of any
      of the Units, the Grantee breaches his/her obligation not to Solicit, the
      Units, whether vested or not, will be immediately forfeited and cancelled,
      and the Grantee shall immediately return to the Company the Shares issued
      in settlement of the Units or the pre-tax income derived from any
      disposition of such Shares.
	 
	     	      	f.		Injunctive and Other Available
      Relief. By acceptance of these Units
      and any Shares issued in settlement thereof, the Grantee acknowledges
      that, if the Grantee were to breach or threaten to breach his/her
      obligation hereunder not to Interfere or Solicit or not to disclose or use
      any Confidential Information other than in the course of performing
      authorized services for the Company (or any Affiliated Company), the harm
      caused to the Company by such breach or threatened breach would be, by its
      nature, irreparable because, among other things, damages would be
      significant and the monetary harm that would ensue would not be able to be
      readily proven, and that the Company would be entitled to injunctive and
      other appropriate relief to prevent threatened or continued breach and to
      such other remedies as may be available at law or in equity. Any
      forfeiture or cancellation of the Units pursuant to any of Sections 9.b
      through 9.e above shall not restrict, abridge or otherwise limit in any
      fashion the types and scope of injunctive and other available relief to
      the Company under this Section 9.f.


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	10.		Repayment Obligation. In the event that (i) the Company issues a restatement of
      financial results to correct a material error and (ii) the Committee
      determines, in good faith, that Grantee’s fraud or willful misconduct was
      a significant contributing factor to the need to issue such restatement
      and (iii) some or all of the Units that were granted and/or earned prior
      to such restatement would not have been granted and/or earned, as
      applicable, based upon the restated financial results, the Grantee shall
      immediately return to the Company any Units or any Shares or the pre-tax
      income derived from any disposition of any Shares previously received in
      settlement of the Units that would not have been granted and/or earned
      based upon the restated financial results (the “Repayment Obligation”).
      The Company shall be able to enforce the Repayment Obligation by all legal
      means available, including, without limitation, by withholding such amount
      from other sums owed by the Company to Grantee.
			 
	11.	      	Miscellaneous
      Provisions.
	 
	 		a.	      	Choice of Law, Exclusive
      Jurisdiction and Venue. This Agreement
      shall be governed by, and construed in accordance with, the laws of the
      State of Delaware, excluding any conflicts or choice of law rule or
      principle that might otherwise refer construction or interpretation of
      this Agreement to the substantive law of another jurisdiction. The courts
      of the State of Delaware shall have exclusive jurisdiction over any
      disputes or other proceedings relating to this Agreement, and venue shall
      reside with the courts in New Castle County, Delaware, including if
      jurisdiction shall so permit, the U.S. District Court for the District of
      Delaware. Accordingly, Grantee agrees that any claim of any type relating
      to this Agreement brought by Grantee against the Company or any Affiliated
      Company, or any of their respective employees, directors or agents must be
      brought and maintained in the appropriate court located in New Castle
      County, Delaware, including if jurisdiction will so permit, in the U.S.
      District Court for the State of Delaware. Grantee hereby consents to the
      jurisdiction over Grantee of any such courts and waives all objections
      based on venue or inconvenient forum.
	 
	 		b.		Modification or
      Amendment. This Agreement may only be
      modified or amended by written agreement executed by the parties hereto;
      provided, however, that the adjustments permitted pursuant to Section 18
      of the Plan may be made without such written agreement.
	 
	 		c.		Severability. In the event any provision of this Agreement shall be
      held illegal or invalid for any reason, the illegality or invalidity shall
      not affect the remaining provisions of this Agreement, and this Agreement
      shall be construed and enforced to reflect the intent of the parties to
      the fullest extent not prohibited by law, and in the event that such
      provision is not able to be so construed and enforced, then this Agreement
      shall be construed and enforced as if such illegal or invalid provision
      had not been included. In amplification of the preceding sentence, in the
      event that the time period or scope of any provision is declared by a
      court or arbitrator of competent jurisdiction to exceed the maximum time
      period or scope that such court or arbitrator deems enforceable, then such
      court or arbitrator shall have the power to reduce the time period or
      scope to the maximum time period or scope permitted by law.
	 
	 		d.		References to
      Plan. All references to the Plan shall
      be deemed references to the Plan as may be amended.
	 
	 		e.		Headings. The captions used in this Agreement are inserted for
      convenience and shall not be deemed a part of this Agreement for
      construction or interpretation.
					 
			f.		Interpretation. Any
      dispute regarding the interpretation of this Agreement shall be submitted
      by the Grantee or by the Company forthwith to the Board or the Committee,
      which shall review such dispute at its next regular meeting. The
      resolution of such dispute by the Board or the Committee shall be final
      and binding on all persons. It is the intention of the Company and Grantee
      to make the promises contained in this Agreement reasonable and binding
      only to the extent that it may be lawfully done under existing applicable
      laws. This Agreement and the Plan constitute the entire and exclusive
      agreement between Grantee and the Company, and it supersedes all prior
      agreements or understandings, whether written or oral, with respect to the
      grant of Units set forth in this
Agreement.


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	         	g.	      	Section 409A Compliance. To the extent applicable, it is intended that the Plan and this
      Agreement comply with the requirements of Section 409A of the Code, and
      any related regulations or other guidance promulgated with respect to such
      Section by the U.S. Department of the Treasury or the Internal Revenue
      Service (“Section 409A”). Any provision of the Plan or this Agreement that
      would cause this Award to fail to satisfy Section 409A shall have no force
      or effect until amended to comply with Section 409A, which amendment may
      be retroactive to the extent permitted by Section 409A. 
				  
				Notwithstanding any provision of the Plan to
      the contrary, if the Grantee is a “specified employee” (as defined in
      Section 1.409A-1(i) of the Treasury Department Regulations) at the time
      of Grantee’s “separation from service” (as defined in Section 1.409A-1(h)
      of the Treasury Department Regulations), and a payment to Grantee under
      this Agreement is subject to Section 409A and is being made to Grantee on
      account of Grantee’s separation from service, then to the extent not paid
      on or before March 15 of the calendar year following the calendar year in
      which the separation from service occurred, such payment shall be delayed
      until the earlier of the date which is six (6) months after the date of
      Grantee’s separation from service or the date of death of Grantee. Any
      payments that were scheduled to be paid during the six (6) month period
      following the Grantee’s separation from service, but which were delayed
      pursuant to this Section 11.g, shall be paid without interest on, or as
      soon as administratively practicable after, the first day following the
      six (6) month anniversary of Grantee’s separation from service (or, if
      earlier, the date of Grantee’s death). Any payments that were originally
      scheduled to be paid following the six (6) months after Grantee’s
      separation from service shall continue to be paid in accordance with their
      predetermined schedule.



	 	THE CLOROX COMPANY 
	 	 
		By:    	Don Knauss 
		Its:	Chairman of the
      Board and CEO


THE GRANTEE ACKNOWLEDGES AND AGREES THAT
THE RELEASE OF RESTRICTIONS ON THE SHARES PURSUANT TO THIS AGREEMENT IS EARNED
ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER) AND BY
COMPLIANCE WITH GRANTEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT. THE GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN,
SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S EMPLOYMENT AT ANY TIME,
FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE
NOTICE EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. 

The Grantee acknowledges that a copy of
the Plan, Plan Information and the Company’s Annual Report and Proxy Statement
(the “Prospectus Information”) are available for viewing on the Company’s
Cloroxweb site at http://CLOROXWEB/hr/stock/. The Grantee hereby consents to
receive the Prospectus Information electronically, or, in the alternative, to
contact the HR Service Center at 1-800-709-7095 to request a paper copy of the
Prospectus Information. The Grantee represents that s/he is familiar with the
terms and provisions thereof, and hereby accepts this Agreement subject to all
of the terms and provisions thereof. The Grantee has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. The Grantee acknowledges and hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or this Agreement. The Grantee further
agrees to notify the Company upon any change in the residence address indicated
below. 

	Dated:	 	     	Signed:	 
	  	 		                                 
      Grantee




	Residence
      Address:  
	 
	 




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