Severance Plan for Clorox Executive
Committee Members 
Effective as of August
13, 2009

The Severance Plan for Clorox Executive
Committee Members (the “Plan”) provides benefits in certain instances to
Participants who are employed by The Clorox Company, a Delaware corporation
(“Clorox”) or an Affiliate of Clorox (collectively, the “Company”) and whose
employment is involuntarily terminated. 

Article I Definitions


     1.1 “Affiliate” means any corporation or other entity that, now or hereafter,
directly or indirectly owns, is owned by, or is under common ownership of
Clorox. A corporation or other entity shall be deemed to be “owned” by Clorox
where Clorox owns more than fifty percent (50%) of the equity or other ownership
interest in, or has the power to vote on or direct the affairs of such
corporation or other entity. 

     1.2 “Base
Salary” means the annual base salary of the Participant immediately prior to
termination of employment by the Company. 

     1.3
“Board” means the Board of Directors of Clorox.


     1.4 “Bonus
Target” means the annual bonus that the Participant would have received in a
fiscal year under the Company’s Annual Incentive Plan (“AIP Plan”) and/or the
Company’s Executive Incentive Compensation Plan (“EIC Plan”), if the target
goals had been achieved.

     1.5
“Code” means the Internal Revenue Code of 1986,
as amended.

     1.6 “General
Release” means a general release of all claims in the form attached as Exhibit
1, which may be amended by the Management Development and Compensation Committee
of Clorox’s Board (the “Committee”) at its sole discretion from time to time.


     1.7 “Medical
Insurance Coverage” means any medical, dental, vision and prescription drug
insurance coverage offered by the Company to its salaried employees. 

     1.8 “Misconduct” means any act or omission of the Participant through which
he: (i) willfully neglects significant duties he is required to perform or
willfully violates a material Company policy, and, after being warned in
writing, continues to neglect such duties or continues to violate the specified
Company policy; (ii) commits a material act of dishonesty, fraud,
misrepresentation or other act of moral turpitude; (iii) acts (or omits to act)
with gross negligence in the course of employment; (iv) fails to obey a lawful
direction of the Board or a corporate officer to whom he reports, directly or
indirectly; or (v) acts in any other manner inconsistent with the Company’s best
interests and values. 

No act or failure to act on the part of
the Participant shall be considered “willful” unless it is done, or omitted to
be done, by the Participant in bad faith or without reasonable belief that the
Participant’s action or omission was in the best interests of the Company. Any
act or failure to act based upon authority given pursuant to a resolution duly
adopted by the Board, upon the instructions of the Chief Executive Officer, or
upon the advice of counsel for the Company shall be conclusively presumed to be
done or omitted to be done by the Participant in good faith and in the best
interests of the Company. The Participant shall not be deemed to have committed
an act or omission of Misconduct unless and until the Committee determines that,
in its good faith opinion, the Participant is guilty of conduct described in
subparagraphs (i) through (v) above, and so notifies the Participant specifying
the particulars thereof in detail.




     1.9 “Participant” means a regular salaried employee of the Company scheduled
to work more than twenty (20) hours per week who is a member of the Clorox
Executive Committee (“CEC Member”). A Clorox employee who became or becomes a
CEC Member on or after June 2, 2009 shall be considered a Participant under this
Plan effective immediately. A Clorox employee who was a CEC Member prior to June
2, 2009, shall be considered a Participant under this Plan upon termination or
expiration of such CEC Member’s employment agreement with the Company, to the
extent that such CEC Member remains a CEC Member after such termination or
expiration.

     1.10 “Section
409A” means Section 409A of the Code, and any related regulations or other
guidance promulgated thereunder by the U.S. Department of the Treasury or the
Internal Revenue Service. 

     1.11
“Separation Date” means the last day a
Participant is employed by the Company. 

     1.12 “SERP”
means The Clorox Company Supplemental Executive Retirement Plan, as it may be
amended from time to time. 

     1.13 “Specified Employee” means a Participant who, for purposes of Section
409A of the Code on the Separation Date, is classified as:

          A. an officer of the Company having annual compensation greater than the
compensation limit in Section 416(i)(1)(A)(i) of the Code, provided that no more
than fifty (50) officers of the Company shall be determined to be Specified
Employees as of any Separation Date;

          B. a five percent owner of the
Company, regardless of compensation; or

          C. a one percent owner of the Company having annual compensation from the
Company of more than $150,000.

     1.14 “Year of
Service” means a consecutive or non-consecutive twelve-month period, including
approved leaves of absence, beginning on the first date that a Participant
performs an hour of service for the Company. If a Participant separates service
from the Company and is rehired within a twelve-month period, any period of less
than twelve consecutive months during which the Participant does not perform an
hour of service will be counted when computing Years of Service. A twelve-month
or longer period of separation will not be counted when computing Years of
Service. 

2 




     1.15
Other Definitions. 


	     	AIP Plan  	Section 1.4   
		Bonus  	Section 3.1(B)  
		CIC Agreement  	Section 3.5   
		Claimant  	Section 4.2   
		Clorox  	Recital  		 
    
		COBRA  	Section 3.1(D)  
		Committee  	Section 1.6   
		Company  	Recital  		  
		EIC Plan  	Section 1.4   
		ERISA  	Section 5.6   
		Other Benefits  	Section 3.5   
		Plan  	Recital  		  
		Plan Administrator  	Section 4.1   




Article II Termination of Employment


     2.1 By
Company for Misconduct. The Company may terminate the Participant's employment
for Misconduct (as defined in Section 1.8 above) at any time in accordance with
such definition. The Company shall pay the Participant the salary and other
amounts (e.g., accrued but unused vacation) to which he is entitled by law
through the Separation Date or under the terms of another compensation or
benefit plan, program or arrangement sponsored by the Company, and thereafter
the Company's obligations shall terminate. The Participant shall not be entitled
to any benefits under the Plan. 

     2.2 By
Participant. The Participant may, after satisfying any obligation to provide
advance written notice to the Company and continuing his employment until the
end of such period, terminate his employment, for any reason or no reason. The
Company shall pay the Participant the salary and other amounts (e.g., accrued
but unused vacation) to which he is entitled by law through the end of the
Participant's employment or under the terms of another compensation or benefit
plan, program or arrangement sponsored by the Company, and thereafter the
Company's obligations shall terminate. The Participant shall not be entitled to
any benefits under the Plan. 

     2.3 By
Company at Will. The Company may, at any time, with or without notice, and for
any reason or no reason, terminate the Participant's employment. If the Company
terminates the Participant’s employment other than for Misconduct or on account
of disability, the severance payment provisions of Article III shall apply and
the Company shall have no additional liability. The Company’s progressive
discipline policy and practice do not apply to such terminations.

Article III Severance Benefits


     3.1 A
Participant whose employment with the Company is involuntarily terminated by the
Company other than for Misconduct or on account of disability is entitled to
receive the benefits described below: 

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          A. An amount equal to two times the Participant’s Base Salary. Such amount
shall be paid as soon as reasonably practicable and, subject to Section 3.4, no
later than thirty (30) days after the Separation Date. 

          B. An amount equal to: 


	  	  	     	 # of days in the current fiscal
    year 	     	  		  
	Bonus  	X  	 	through the
      Separation Date 	 	X  	75% 	 
  
	  	  	  	365 		  		 





This amount will be paid after the close
of the fiscal year at the same time that AIP and EIC Plan award payments are
made to then employed executives; provided, however, that if the Participant is
a Specified Employee (as defined in Section 1.409A-1(i) of the Treasury
Department Regulations) on the Separation Date,
such payments shall be made in accordance with Section 3.4 below. For purposes
of this section, "Bonus" means a percentage of the Participant's Bonus Target
for such fiscal year based upon the application of the overall corporate results
factor and the division and/or functional results factor, if applicable, of the
AIP and/or EIC Plan award calculation matrix. The Bonus will not be based on any
personal objectives factor; thus, the individual modifier to be applied to the
corporate and business and/or functional results, if any, will be calculated at
100%. 

Provided, however, that if the Participant
meets retirement eligibility on the Separation Date and thus is eligible to
receive a retirement bonus in accordance with the terms of the Company’s AIP
Plan, EIC Plan or any other plan adopted by the Company, the Company may
determine, in its sole discretion, to either pay such retirement bonus
or pay the
amount calculated in accordance with this Section 3.1(B), but it shall not be
obligated to pay both.

          C. If the Participant as of the Separation Date is at least age 53 and has
at least 8 Years of Service, and became eligible for participation in the SERP
prior to its closure to new participants in April 2007, but has not reached age
55 and/or has less than 10 Years of Service, then for the purpose of determining
early retirement eligibility and calculating the Early Retirement Benefit
(including, but not limited to, determining the Normal Retirement Benefit, Early
Retirement Date and any reduction factors used in calculating the Early
Retirement Benefit) under the SERP the Participant’s age, if less than 55, will
be deemed to be 55 years and 0 months on the Early Retirement Date and the
Participant’s Years of Service, if less than 10, will be deemed to be 10. Under
these circumstances, the Participant’s Early Retirement Benefit shall be
calculated based upon the Participant’s Compensation (as defined in the SERP)
earned on or prior to the Participant’s Separation Date.

          D. The Company shall provide the Participant with the benefits described in
either paragraph (i) or (ii) below, as follows:

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		(i)		if the Participant participated
      in a Company self-insured medical plan (which does not satisfy the
      requirements of Section 105(h)(2)) of the Code immediately prior to the
      Separation Date, then (a) the Participant shall have the right to continue
      in such plan for a period of up to two (2) years (as determined below)
      following the date on which his coverage would otherwise terminate under
      such plan on account of termination of employment (without for this
      purpose taking into account any health care continuation rights under
      COBRA (as defined below)) and (b) the Company shall pay to the
      Participant, or cause to have paid on the Participant's behalf, an amount
      equal to the Company's portion of the premiums payable for a period of up
      to two (2) years (as determined below) starting from the Separation Date,
      under the Company's group health plans for providing Medical Insurance
      Coverage to the Participant and to those family members covered through
      Participant under the Medical Insurance Coverage in effect at the time of
      the Separation Date. Such coverage described in (a) above shall be
      provided under the group health plans in which Participant and his covered
      family members are participating at the time of the Separation Date or
      subsequently elect in accordance with the Company's applicable established
      procedures. Subject to Section 3.4, the Company shall pay or cause to have
      paid all amounts due under section 3.1(D)(i)(b) in up to two annual
      installments, with the first installment due or credited within thirty
      (30) days after the Separation Date and a subsequent installment being
      made or credited on the anniversary thereof; provided, however, that
      either installment shall be prorated or eliminated to the extent that the
      Participant becomes eligible for other health coverage through a
      subsequent employer or reaches the age of 65 years during the year covered
      by the installment; or
	      		      	 
		(ii)		if paragraph (i) above is not
      applicable (because the Participant participated in a health benefit
      program to which Section 105(h) of the Code is not applicable, such as the
      Company's HMO immediately prior to the Separation Date), the Company shall
      continue to provide benefits under such health plan on the same basis as
      for an employee of the Company, for a period of up to two (2) years (as
      determined below) starting from the Separation
Date.


Each continued health benefit described
herein shall cease upon the earliest of: (i) two years from the Separation Date;
(ii) the Participant’s 65th birthday; or (iii) the
Participant’s eligibility for such particular health benefit under a subsequent
employer’s group health plans. Any period of participation hereunder shall not
be subtracted from the period of months for which the Participant is eligible
for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985
("COBRA"). As such, upon the cessation of coverage under this Section 3.1(D),
the Participant shall be entitled to elect continued coverage under COBRA (at
the Participant's sole expense) for the full period the Participant would have
otherwise been entitled to had the Participant's qualifying event (within the
meaning of COBRA) occurred on the date of such cessation of
coverage. 

          E. In addition, solely for purposes of determining eligibility for retiree
Medical Insurance Coverage, the Participant shall be credited with two
additional years of age and service as of the Separation Date. If, taking into
account these additional credits, the Participant would meet the age and service
requirements for non-subsidized or subsidized participation under the Company’s
retiree Medical Insurance Coverage as and if offered to similarly situated
former employees, the Participant shall have the right to continued
participation under such retiree Medical Insurance Coverage on the same terms
and conditions as for such former employees, including applicable retiree
premium contributions from the Participant as in effect from time to time. Such
right to participate shall apply from the time such coverage would otherwise
terminate pursuant to Section 3.1(D) above and shall continue until the
Participant attains age 65; thereafter the Participant may participate in the
Company's post-65 retiree Medical Insurance Coverage as and if it may exist from
time to time in the future, if he would be eligible to participate pursuant to
the terms of that plan. The Company reserves the right to amend or eliminate
retiree Medical Insurance Coverage and nothing in this paragraph guarantees such
coverage.

5 




     3.2 A
Participant shall not be entitled to the severance benefits set forth in this
Article III if the Participant is terminated by the Company but continues to be
employed by, or is offered employment with: (i) a third party or its related
entity, in connection with an outsourcing of such Participant to such third
party or related entity; or (ii) any entity or individual that acquires all or
any portion of the assets or operations of the Company, or that assumes
responsibility for the performance of the obligations of all or any portion of
the Company. 

     3.3 As a
condition to receipt of the severance benefits set forth in this Article III, a
Participant must execute a General Release within the time specified therein. If
the Participant does not execute the General Release within the time provided,
or having executed such General Release, effectively revokes the General
Release, or fails to comply with his obligations and requirements under the
General Release, then the Company will not be obligated to provide any benefits
or payments of any kind to the Participant pursuant to this Plan and the
Participant shall be obligated to return to the Company any payments or benefits
previously provided to the Participant pursuant to the Plan. 

     3.4 Notwithstanding the foregoing, if the Participant is a Specified Employee
on the Separation Date, all payments specified in this Article III that are
subject to Section 409A but are not made by March 15 of the year immediately
following the Separation Date, may be made to the extent that the amount does
not exceed two times the lesser of (i) the sum of the Participant's annualized
compensation based upon the annual rate of pay for services provided to the
Company for the taxable year preceding the termination, or (ii) the maximum
amount ($245,000 in 2009) that may be taken into account pursuant to Section
401(a)(17) of the Code for the year in which the Participant has terminated. Any
amounts exceeding such limit, may not be made before the earlier of the date
which is six (6) months after the Separation Date or the date of death of the
Participant. Furthermore, any payments pursuant to this Article III shall be
postponed until six (6) months following the end of the consulting period so
long as the Participant continues to work on a consulting basis for the Company
following termination and such consulting requires the Participant to work more
than 20% of his average hours worked during the 36 months preceding his
termination. Any payments that were scheduled to be paid during the six (6)
month period following the Participant's Separation Date, but which were delayed
pursuant to this Section 3.4, shall be paid without interest on, or as soon as
administratively practicable after, the first day following the six (6) month
anniversary of the Participant's Separation Date (or, if earlier, the date of
Participant's death). Any payments that were originally scheduled to be paid
following the six (6) months after the Participant's Separation Date shall
continue to be paid in accordance to their predetermined schedule. 

6 




     3.5 Notwithstanding any other provision of the Plan to the contrary, any
benefits payable to a Participant under this Plan shall be in lieu of any
severance benefits payable by the Company to such individual under any
other arrangement covering the individual, unless expressly otherwise agreed to
by the Company in writing. Further, in the event that the Participant is
entitled to receive severance benefits under any agreement or contract with the
Company, excluding that certain Amended and Restated Change in Control Agreement
for Level 1 Executives entered into between certain Participants and Clorox
("CIC Agreement"); any plan, policy, program or other arrangement adopted or
established by the Company; under the Worker Adjustment and Retraining
Notification (WARN) Act, 29 U.S.C. § 2101 et seq., or other applicable law
providing for payments from Clorox or its subsidiaries or affiliates on account
of termination of employment, including pay in lieu of advance notice of
termination (“Other Benefits”), any severance benefits payable hereunder shall
be reduced by the Other Benefits. In the event that the Participant becomes
entitled to receive benefits under a CIC Agreement entered into between such
Participant and Clorox, any benefits payable thereunder shall be in lieu of any
severance benefits payable under the Plan. 

Article IV Plan Administration and
Claims 

     4.1 Plan
Administration. The Committee shall serve as the person responsible for
administration of the Plan ("Plan Administrator"). As the Plan Administrator,
the Committee has full discretionary authority to administer and interpret the
Plan, including discretionary authority to determine eligibility for
participation and for benefits under the Plan and to correct errors. The Plan
Administrator may delegate administrative duties to other Company personnel or
to any other committee. Any such delegation will carry with it the full
discretionary authority of the Plan Administrator to carry out these duties. Any
determination by the Plan Administrator or its delegate will be final and
conclusive upon all persons and shall be given the maximum deference allowed by
law. 

     4.2 Claims
Procedure. If an individual (“Claimant”) believes that he or she is entitled to
a benefit under the Plan that is greater than the benefit about which the
Claimant has received notice under the Plan, the Claimant may submit a written
application to the Plan Administrator or its delegate within 90 days of having
been denied such a benefit. The Claimant will generally be notified of the
approval or denial of this application within 90 days (180 days if the Plan
Administrator (or its delegate) determines that an extension of time for
processing is required and provides written notice to the Claimant) of the date
that the Plan Administrator (or its delegate) receives the application. If the
claim is denied in whole or in part, the notification will state specific
reasons for the denial, reference the Plan provisions on which the denial is
based, include a description of any additional materials or information
necessary for the Claimant to perfect the claim and an explanation of why such
material or information is necessary, and describe the Plan's claims review
procedures. The Claimant will have 60 days to file an appeal of the denial with
the Plan Administrator (or its delegate). This appeal will include the reasons
for requesting an appeal, facts supporting the appeal and any other relevant
comments. The Plan Administrator (or its delegate), operating pursuant to its
discretionary authority to administer and interpret the Plan and to determine
eligibility for benefits under the terms of the Plan, will generally make a
final, written determination of the Claimant’s appeal within 60 days (120 days
if the Plan Administrator (or its delegate) determines that an extension of time
for processing is required and provides written notice to the Claimant) of
receipt of the request for review. If the appeal is denied in whole or in part,
the notification will state specific reasons for the denial, reference the Plan
provisions on which the denial is based, and notify the Claimant of the right to
initiate an arbitration proceeding in accordance with Section 4.3. The Claimant
must exhaust the procedures set forth in this Section 4.2 before initiating an
arbitration proceeding relating to a claim for benefits under the Plan in
accordance with Section 4.3. Each Participant agrees as a condition of
participating in this Plan that arbitration is the exclusive dispute resolution
mechanism with respect to the Plan following a Claimant's exhaustion of the
procedures described in this Section 4.2.

7 




     4.3 Arbitration. Within one (1) year following a Claimant's exhaustion of the
procedures in Section 4.2, any remaining controversy relating to the Plan shall
be settled by the Claimant and the Company solely pursuant to final and binding
arbitration before a single arbitrator in accordance with the then current
commercial arbitration rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator may be entered by any court
having jurisdiction thereof. Failure by the Claimant to initiate arbitration
within the one (1) year time period set forth above shall prevent the Claimant
from any pursuit of such claim by any means, whether through arbitration or
otherwise, and the resolution of such claim upon the completion of the claims
procedure set forth in Section 7.2 shall be final and binding on Claimant and
any and all successors in interest, The arbitrator shall determine whether to
affirm or reverse the Plan Administrator's (or its delegate's) denial of the
appeal, and shall reverse such denial if the Plan Administrator's (or its
delegate's) decision was arbitrary or capricious. The arbitrator shall have no
power to alter, add to, or subtract from any provision of this Plan. The
arbitrator’s decision shall be final and binding on all parties, if warranted on
the record and reasonably based on applicable law and the provisions of this
Plan. The arbitrator shall have no power to award any damages that are not
permitted by ERISA, and under no circumstances shall an award contain any amount
that in any way reflects any of such types of damages. Each party shall bear its
own attorney’s fees, but the Company shall bear the costs and expenses of
arbitration (provided that if the Company prevails in the arbitration, the
arbitrator may, in his or her discretion, require the Claimant to pay or
reimburse the Company for all or a portion of such costs and expenses). The
location of the arbitration shall be within fifty (50) miles of the last place
of employment with the Company of the Participant with respect to whose
potential Plan benefit the claim is brought. Service of legal process should be
directed to the Legal Services Department of Clorox. Process may also be served
on the Corporate Secretary of Clorox. Clorox’s employer identification number is
31-0595760. Clorox’s address and telephone number are: 1221 Broadway, Oakland,
CA 94612, (510) 271-7000.

Article V Miscellaneous Provisions


     5.1 Assignment. To the fullest extent permitted by law, Plan benefits are not
assignable. 

     5.2 Death of
Participant. If a Participant dies after an involuntary termination, the benefit
that otherwise would have been payable to the Participant will be paid, in a
single sum payment, as soon as administratively practicable to the Participant’s
surviving spouse, or if there is no such spouse, to the Participant’s estate.


     5.3 Compliance. Plan benefits are conditioned on a Participant’s compliance
with any confidentiality agreement or release that the Participant has entered
into with Clorox and/or with an Affiliate in addition to any other requirement
or obligation set forth in this Plan or the General Release.

8 




     5.4 Amendment
and Termination. The Board or the Committee, by a signed writing, may amend or
terminate this Plan at any time, with or without notice; provided, however, that
this Plan may not be amended or terminated to reduce or eliminate benefits that
would otherwise be payable under the Plan to Participants who are entitled to
benefits under Article III as of the date such amendment or termination is
approved by the Board or the Committee, as applicable.

     5.5 Continued
Services. This Plan does not provide a Participant with any right to continue
employment with the Company or affect the right of the Company to terminate the
services of any individual at any time with or without cause. 

     5.6 Governing
Law. This Plan is intended to be an unfunded welfare benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). To the extent applicable and not preempted by ERISA, the laws of the
State of California will govern this Plan. 

     5.7 Plan
Year. The Plan’s fiscal records are maintained on a fiscal year basis with a
June 30 year end. 

     5.8 Source of
Payments. Benefits payable under the Plan are not funded and are payable only
from the general assets of Clorox or the appropriate Affiliate. 

     5.9 Section
409A. To the extent applicable, it is intended that this Plan and any payment
made hereunder shall comply with the requirements of Section 409A. Any provision
that would cause the Plan or any payment hereunder to fail to satisfy Section
409A shall have no force or effect until amended to the minimum extent required
to comply with Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A. 

     5.10 Gender,
Number and References. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular and the singular shall include the plural. Any reference in
the Plan to a Section of the Plan or to an act or code or to any section thereof
or rule or regulation thereunder shall be deemed to refer to such Section of the
Plan, act, code, section, rule or regulation, as may be amended from time to
time, or to any successor Section of the Plan, act, code, section, rule or
regulation. 

     5.11 Severability. The provisions of this Plan are severable and in the event
that a court of competent jurisdiction determines that any provision of this
Plan is in violation of any law or public policy, in whole or in part, only the
portions of this Plan that violate such law or public policy shall be stricken.
All portions of this Plan that do not violate any statute or public policy shall
not be affected thereby and shall continue in full force and effect. Further,
any court order striking any portion of this Plan shall modify the stricken
terms as narrowly as possible to give as much effect as possible to the intent
of the Company under this Plan. 

9 




     5.12 Notices.
All notices or other communications required or permitted hereunder shall be
made in writing. Notice shall be effective on the date of delivery if delivered
by hand, on the first business day following the date of dispatch if delivered
utilizing next day service by a recognized next day courier to the applicable
address set forth below, or if mailed, three business days after having been
mailed, postage prepaid, by certified or registered mail, return receipt
requested, and addressed to the applicable address set forth below. Notice given
by facsimile shall be effective upon written confirmation of receipt of the
facsimile.

	 	If to the Participant: 
		 
		To the residence address for the Participant last shown
      on the Company’s 
		payroll records. 
		 
		If to the Company: 
		 
		The Clorox Company 
		1221 Broadway 
		Oakland, California 94612 
		Attention: General Counsel 
		Fax: 510-271-1696 



or to such other address as either party
shall have furnished to the other in writing in accordance herewith.

     5.13 Waiver. No waiver of any breach
of any term or provision of this Plan by the Company shall be construed to be,
nor shall be, a waiver of any other breach of this Plan. No waiver shall be
binding unless in writing and signed by the Company.

     5.14 Tax Withholding. All amounts or
benefits payable pursuant to the Plan shall be subject to such withholding taxes
as may be required by law.

10




EXHIBIT 1 
GENERAL RELEASE


This
document is an important one. You should review it carefully and, if you agree
to it, sign at the end on the line indicated. 

You have 21
days to sign this Release, during which time you are advised to consult with an
attorney regarding its terms. 

After
signing this Release, you have seven days to revoke it. Revocation should be
made in writing and delivered so that it is received by the Corporate Secretary
of The Clorox Company, 1221 Broadway, Oakland, CA 94612 no later than 4:30 p.m.
on the seventh day after signing this Release. If you do revoke this Release
within that time frame, you will have no rights under it. This Release shall not
become effective or enforceable until the seven day revocation period has
expired. 

The
agreement for payment of consideration in paragraph 2 will not become effective
until the seven day revocation period has passed. 

     This GENERAL
RELEASE is entered into between The Clorox Company (hereinafter referred to as
"Employer") and _____________________ (hereinafter referred to as "Executive").
Defined terms used in this General Release not defined herein shall have the
meaning set forth in the Severance Plan (as defined below). Employer and
Executive agree as set forth herein, including as follows: 

1.
Executive's regular employment with Employer will
terminate as of _________________, 20_. Executive
is ineligible for reemployment or reinstatement with Employer. 

2.
Upon Executive's acceptance of the terms set
forth herein, the Employer agrees to provide the Executive with compensation and
benefits set forth in Article III of the Severance Plan for Clorox Executive
Committee Members (the “Severance Plan”), which compensation and benefits shall
be provided subject to the terms and conditions of the Severance Plan, a copy of
which is attached to this General Release.

11 




3.
(a) In consideration of the Employer providing
Executive this compensation, Executive and Executive's heirs, assignees and
agents agree to release the Employer, all affiliated companies, agents and
employees and each of their successors and assigns (hereinafter referred to as
"Releasees") fully and finally from any claims, liabilities, demands or causes
of action which Executive may have or claim to have against the Releasees at
present or in the future, except for the following: (i) claims for vested
benefits under the terms of an employee compensation or benefit plan, program or
arrangement sponsored by the Company, (ii) claims for workers’ compensation
benefits under any of the Company’s workers’ compensation insurance policies or
funds, (iii) claims related to Executive’s COBRA rights, and (iv) claims for
indemnification to which Executive is or may become entitled, including but not
limited to claims submitted to an insurance company providing the Company with
directors and officers liability insurance. The claims released may include, but
are not limited to, any tax obligations as a result of the payment of
consideration referred to in paragraph 2, and claims arising under federal,
state or local laws prohibiting discrimination in employment, including the Age
Discrimination in Employment Act (ADEA) or claims growing out of any legal
restrictions on the Employer's right to terminate its employees. Claims of
discrimination, wrongful termination, age discrimination, and any claims other
than for vested benefits are hereby released.

     (b) By
signing this document, Executive agrees not to file a lawsuit to assert such
claims. Executive also agrees that if Executive breaches this provision,
Executive will be liable for all costs and attorneys' fees incurred by any
Releasee resulting from such action and shall pay all expenses incurred by a
Releasee in defending any proceeding pursuant to this Section 3(b) as they are
incurred by the Releasee in advance of the final disposition of such
proceedings, together with any tax liability incurred by the Releasee in
connection with the receipt of such amounts; provided, however, that the payment
of such expenses incurred in advance of the final disposition of such proceeding
shall be made only upon delivery to the Executive of an undertaking, by or on
behalf of the Releasee, to repay all amounts so advanced to the extent the
arbitrator in such proceeding affirmatively determines that the Executive is the
prevailing party, taking into account all claims made by any party to such
proceeding.

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4.
By signing this document, Executive is also
expressly waiving the provisions of California
Civil Code section 1542, which provides as follows:

"A general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor." 

     By signing this
document, Executive agrees and understands that Executive is releasing unknown
as well as known claims related to Executive's employment in exchange for the
compensation set forth above. 

5.
Executive agrees to maintain in complete
confidence the terms of this Release, except as it may be necessary to comply
with a legally compelled request for information. It is agreed since
confidentiality of this Release is of the essence, damages for violation being
impossible to assess with precision, that $10,000 is a fair estimate of the
damage caused by each disclosure and is agreed to as the measure of damages for
each violation.

6.
Executive agrees that for a period of two years
after termination of his employment, he shall not, for himself or any third
party, directly or indirectly solicit for employment any person employed by the
Employer, or any of its affiliates, during the period of such person's
employment and for a period of one year after the termination of such person's
employment with the Employer.

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7.
Executive's execution of this General Release and
the absence of an effective revocation of such General Release by Executive
shall constitute Executive's resignation from all offices, directorships and
other positions then held with the Employer or any of its affiliates, and any
other position held for the benefit of or at the request of the Employer or any
of its affiliates, and Executive hereby agrees that this General Release
constitutes such resignation. Executive also agree to execute a confirmatory
letter of resignation if requested.

8.
Executive hereby acknowledges and agrees that all
personal property and equipment furnished to or prepared by the Executive in the
course of or incident to his employment, belong to the Employer and shall, if
physically returnable, be promptly returned to the Employer upon termination of
his employment. "Personal property" includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other
documents, computer media or materials, or copies thereof, and Proprietary
Information. Following termination, the Executive
will not retain any written or other tangible material containing any
Proprietary Information. "Proprietary Information" is all information and any
idea in whatever form, tangible or intangible, pertaining in any manner to the
business of the Employer or any its affiliates, or to its clients, consultants,
or business associates, unless: (i) the information is or becomes publicly known
through lawful means; (ii) the information was rightfully in the Executive's
possession or part of his general knowledge prior to his employment by the
Employer; or (iii) the information is disclosed to the Executive without
confidential or proprietary restriction by a third party who rightfully
possesses the information (without confidential or proprietary restriction) and
did not learn of it, directly or indirectly, from the Employer.

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9.
Following termination, Executive will continue to
abide by the Employer's policy that prohibits discussing any aspect of the
Employer's business with representatives of the press without first obtaining
the permission of the Employer's Public Relations Department. 

10.
Nothing in this General Release is intended to
limit any remedy of the Employer under the California Uniform Trade Secrets Act
(California Civil Code Section 3426), or otherwise available under
law.

11.
The provisions of this General Release are
severable and in the event that a court of competent jurisdiction determines
that any provision of this General Release is in violation of any law or public
policy, in whole or in part, only the portions of this General Release that
violate such law or public policy shall be stricken. All portions of this
General Release that do not violate any statute or public policy shall not be
affected thereby and shall continue in full force and effect. Further, any court
order striking any portion of this General Release shall modify the stricken
terms as narrowly as possible to give as much effect as possible to the intent
of the Employer and Executive under this General Release.

12.
Executive agrees to indemnify and hold Employer
harmless from and against any tax obligations for which Executive may become
liable as a result of this Release and/or payments made pursuant to the
Severance Plan, other than tax obligations of the Employer resulting from the
nondeductibility of any payments made pursuant to this Release or the Severance
Plan.

13.
Agreeing to this Release shall not be deemed or
construed by either party as an admission of
liability or wrongdoing by either party.

14.
This Release, the Severance Plan and the plans of
The Clorox Company referred to in the Severance
Plan set forth the entire agreement between Executive and the Employer. This Release is not subject to modification except in writing
executed by both of the parties. The Clorox Company plan documents of plans
referred to in the Severance Plans may be amended in accordance with the
provisions of those plans.

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     Executive acknowledges by signing below
that Executive has not relied upon any representations, written or oral, not set forth in this
Release.

Executive

Dated:

THE CLOROX COMPANY

By:

Dated:

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