CEC PUAgmt

     THE CLOROX
COMPANY 
2005 STOCK INCENTIVE PLAN 
PERFORMANCE SHARE AWARD AGREEMENT 

NOTICE OF PERFORMANCE SHARE
GRANT 
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 performance share award agreement (the “Agreement”),
the following number of Performance Shares on the terms set forth
below:


	GRANTEE:
    	     	(refer to Computershare
      account for details)  
	TARGET
      AWARD: 		(refer to Computershare
      account for details)  
	PERFORMANCE
      PERIOD: 		July 1, 2009 through
      June 30, 2012  
	DATE OF
      GRANT: 		September 15,
      2009  
	  
	SETTLEMENT DATE	 	Within 75
      days following the last day of the Performance Period, provided the
      Grantee has remained in the employment or service of the Company or its
      Subsidiaries through such date (except for a termination of employment or
      service due to death, Disability or Retirement, as provided
    below)




AGREEMENT 

	1.		Grant of Performance
      Shares. The Company hereby grants to
      the Grantee the Target Award set forth above, payment of which is
      dependent upon the achievement of certain performance goals more fully
      described in Section 3 of this Agreement. This Award is subject to the
      terms, definitions and provisions of the Plan and this Agreement. All
      terms, provisions, and conditions applicable to the Performance Shares 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 Performance
      Shares awarded pursuant to this Agreement represent the opportunity to
      receive Shares of the Company and Dividend Equivalents on such Shares (as
      described in Section 4 below). The Company shall deliver to the
      Participant one Share for each Performance Share earned (plus any accrued
      Dividend Equivalents), rounded down to the nearest whole share, less any
      Shares withheld in accordance with the provisions of Section 7 of this
      Agreement. Settlement shall occur on a date chosen by the Committee, which
      date shall be within seventy-five (75) days following the last day of the
      Performance Period, or any deferred settlement date established pursuant
      to Section 6 of this Agreement, whichever is later (the “Settlement
      Date”), and except as specifically provided in Section 5 of this
      Agreement, provided the Grantee has remained in the employment or service
      of the Company or its Subsidiaries through the Settlement
  Date.
	 
	3.		Determination of
      Number of Performance Shares Earned.
	 
	 		a.		Notwithstanding anything herein
      to the contrary, no Performance Shares will be eligible to be earned
      pursuant to Section 3 of this Agreement unless the Company’s cumulative
      operating profit (“Operating Profit”), calculated as described in
      paragraph c. below and certified in writing by the Committee, over the
      period commencing July 1, 2009 and ending June 30, 2012 (the “Performance
      Period”) exceeds $3,115,000. If the Company’s cumulative Operating Profit
      over the Performance Period does not exceed $3,115,000, all Performance
      Shares shall be forfeited as of the last day of the Performance
      Period.
				     	
	 		b.		Subject to achievement of the
      Operating Profit goal set forth in paragraph a. above, the number of
      Performance Shares earned, if any, for the Performance Period shall be
      determined in accordance with the following
formula:


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# of Performance Shares = Payout
Percentage x Target Award 

The “Payout
Percentage” is based on cumulative economic profit (“EP”) calculated as
described in paragraph c. below at the end of the Performance Period, determined
in accordance with the following table: 


	FY10 –
      FY12  	Payout
  
	Less than
      $1,212MM  	0% 
	=$1,212MM  	50% 
	=$1,247MM  	75% 
	=$1,282MM  	100% 
	=$1,317MM  	125% 
	>=$1,352MM 
    	150% 
	
      Measurement period is
      FY10-FY12  

	Interim percentages to be
interpolated.




					Notwithstanding the above, the
      Committee shall have the discretion to adjust the EP levels set forth in
      the above table to reflect the unbudgeted impact of material, unusual or
      nonrecurring gains and losses, accounting changes or other extraordinary
      events not foreseen at the time the targets were established, in each
      case, as determined by the Committee in its sole and absolute discretion,
      and, if applicable, shall condition the determination of the number of
      Performance Shares earned under this paragraph 3.b upon the satisfaction
      of the adjusted EP levels. All Performance Shares that are not earned for
      the Performance Period shall be forfeited as of the last day of the
      Performance Period. 
					 
	 		c.		Operating Profit is
      net sales minus costs of sales, research and development, advertising and
      promotion and administrative expenses. Operating Profit for each year
      during the Performance Period shall be adjusted on a dollar-for-dollar
      basis for the impact of the following events (each an “Event”): (1) the
      acquisition or divestiture of a business; (2) the adoption of new or
      revised accounting pronouncements or changes to application of accounting
      pronouncements; and (3) the incurrence of a non-cash restructuring and/or
      asset impairment charge. Notwithstanding the foregoing, no adjustment
      shall be made unless the aggregate financial impact of all Events exceeds
      $20 million in Operating Profit during the Performance Period. Cumulative
      EP will be the sum of annual EP results over the measurement period, as
      determined by the Committee. Annual EP is defined as Earnings Before
      Interest & Taxes (“EBIT”), adjusted for non-cash restructuring
      charges, times one minus the tax rate, less capital charge.
	 		 	      	
	4.		Dividend
      Equivalent Rights. No Dividend
      Equivalents shall be paid to the Grantee prior to the settlement of the
      award. Rather, such Dividend Equivalent payments will accrue and be
      notionally credited to the Grantee’s Performance Share account and paid
      out at the Payout Percentage in the form of additional Shares (the
      “Dividend Equivalent Shares”) upon settlement of the award, as described
      in Section 2 above.
	 
	5.		Termination of Continuous Service. Except as otherwise provided below, if the Grantee’s employment
      or service with the Company and its Subsidiaries is terminated for any
      reason prior to the Settlement Date, all Performance Shares and Dividend
      Equivalents subject to this Agreement shall be immediately
      forfeited.
		      	


		a.		Termination due to
      Death or Disability. If the Grantee’s
      termination of employment or service is due to death or Disability, all
      Performance Shares and Dividend Equivalents shall immediately vest and
      will be paid upon completion of the Performance Period based on the level
      of performance achieved as of the end of such Performance
  Period.
	        		      	
		b.		Termination due to
      Retirement. If the Grantee’s
      termination of employment or service is due to Retirement and is more than
      twelve (12) months from the Date of Grant set forth in this Agreement, the
      Performance Shares shall vest on a pro rata monthly basis, including full
      credit for partial months elapsed, and will be paid upon completion of the
      Performance Period based on the level of performance achieved as of the
      end of such Performance Period; provided, however, that this provision
      shall not apply in the event the Grantee’s employment or service is
      terminated for Cause. The amount of the vested Award may be computed under
      the following formula: Target Award times (number of full months elapsed
      in Performance Period divided by number of full months in Performance
      Period) times percent performance level achieved as of the end of the
      Performance Period. Dividend Equivalents accrued through Grantee’s date of
      termination due to Retirement shall be paid at the same time as the
      settlement of the vested Performance Shares.


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		c.		Definition of
      “Retirement.” For purposes of this
      Agreement, the term “Retirement” shall mean termination of employment or
      service as an Employee after (i) twenty (20) or more years of “vesting
      service” as defined in The Clorox Company Pension Plan (“Vesting
      Service”), or (ii) attaining age fifty-five with ten (10) or more years of
      Vesting Service.
	        		     	 
		d.		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.		Election
      to Defer Settlement. Prior to the
      commencement of the last year of the Performance Period, Grantee may elect
      to defer the settlement of the Performance Shares from the last day of the
      Performance Period until a date at least two years following such date, or
      until Grantee’s later termination of employment or service. If Grantee
      makes such an election, it will become irrevocable on the date of such
      election. If Grantee makes such an election, any Dividend Equivalents
      awarded with respect to such deferred Performance Shares shall also be
      deferred under the same terms. If Grantee makes such an election, but a
      transaction occurs that subjects Grantee’s Performance Shares to Section
      19 of the Plan prior to the settlement date, Grantee’s deferral election
      will terminate and Grantee’s Performance Shares and Dividend Equivalents
      will be settled as of the date of that transaction. The Company may
      terminate any deferral hereunder if a change in law requires such
      termination.
		     	 
	7.		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 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
      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 restriction or limitations that the Committee, in its sole
      discretion, deems appropriate.
	 
	8.		Transferability of Performance Shares. Performance Shares 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 Performance Shares
      pursuant to Section 2 of this Agreement shall not be subject to any of the
      foregoing transferability restrictions.
	 
	9.		Protection of Trade Secrets and Limitations on
    Retention.
	 
	 		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.


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		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
      Shares Contingent on Protection of Confidential
      Information. In partial consideration
      for the award of these Performance Shares, 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 Performance Period or at any time within one (1) year after the
      Settlement Date, 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 Performance Shares, whether vested or not, will be
      immediately forfeited and cancelled, and the Grantee shall immediately
      return to the Company the Shares or the pre-tax income derived from any
      disposition of the Shares.
		      	 
	c.		Right to Retain
      Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of these
      Performance Shares, the Grantee agrees that the Grantee’s right to the
      Shares upon settlement of the Performance Shares is contingent upon the
      Grantee refraining, during the term of the Performance Period and for a
      period of one (1) year after the Settlement Date, 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 Performance Period or at any time within one (1) year
      after the Settlement Date, the Grantee shall render services to any
      Conflicting Organization other than as expressly permitted herein, the
      Performance Shares, whether vested or not, will be immediately forfeited
      and cancelled, and the Grantee shall immediately return to the Company the
      Shares or the pre-tax income derived from any disposition of the 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 PERFORMANCE SHARES 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 TERM OF THE PERFORMANCE PERIOD
      OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT
DATE.


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		d.		No Interference with Customers
      or Suppliers. In partial consideration for the award
      of these Performance Shares 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 date of settlement of
      the Performance Shares, 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 term of the Performance Period or at any time within one (1) year
      after the Settlement Date, the Grantee breaches his/her obligation not to
      Interfere, the Performance Shares, whether vested or not, will be
      immediately forfeited and cancelled, and the Grantee shall immediately
      return to the Company the Shares or the pre-tax income derived from any
      disposition of the 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 Performance Shares and to forestall the disclosure or
      use of Confidential Information, the Grantee agrees that for a period of
      one (1) year after the date of settlement of the Performance Shares,
      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 Performance Period or
      at any time within one (1) year after the Settlement Date, the Grantee
      breaches his/her obligation not to Solicit, the Performance Shares,
      whether vested or not, will be immediately forfeited and cancelled, and
      the Grantee shall immediately return to the Company the Shares or the
      pre-tax income derived from any disposition of the Shares.
	         		      	 
		f.		Injunctive and
      Other Available Relief. By acceptance
      of these Performance Shares, 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
      Performance Shares 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.
		 


	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 Performance
      Shares 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 the
      Performance Shares or any Shares or the pre-tax income derived from any
      disposition of the Shares previously received in settlement of the
      Performance Shares 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.		Rights as a
      Stockholder. Neither the Grantee nor
      the Grantee’s transferee or representative shall have any rights as a
      stockholder with respect to any Shares subject to this Award until the
      Performance Shares have been settled and Share certificates have been
      issued to the Grantee, transferee or representative, as the case may
      be.


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		b.		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.
	         		      	
		c.		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.
		 
		d.		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.
		 
		e.		References to
      Plan. All references to the Plan shall
      be deemed references to the Plan as may be amended.
		 
		f.		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.
		 
		g.		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 Performance Shares set forth
      in this Agreement.
		 
		h.		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 Internal Revenue Code of 1986, as
      amended (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.


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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.h,
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


GRANTEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE PERFORMANCE 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
ACHIEVEMENT OF THE PERFORMANCE CRITERIA AND BY COMPLIANCE WITH GRANTEE’S VARIOUS
OBLIGATIONS UNDER THIS AGREEMENT. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT
WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT
INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
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. 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 the Agreement. 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. 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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