THE CLOROX COMPANY 
2005 STOCK
INCENTIVE PLAN
Effective as of November
16, 2005
Amended and Restated as of September 15, 2009 

1.
Establishment, Objectives and
Duration.

     (a) Establishment of the Plan. The Clorox
Company, a Delaware corporation (hereinafter referred to as the "Company"),
hereby establishes an incentive compensation plan to be known as "The Clorox
Company 2005 Stock Incentive Plan" (hereinafter referred to as the "Plan"). The
Plan permits the granting of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units and Other Stock-Based Awards. The Plan is
effective as of November 16, 2005 (the "Effective Date"), subject to the
approval of the Plan by the stockholders of the Company at the 2005 Annual
Meeting. Definitions of capitalized terms used in the Plan are contained in the
attached Glossary, which is an integral part of the Plan. 

     (b) Objectives of the Plan. The objectives
of the Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Participants
and to optimize the profitability and growth of the Company through incentives
that are consistent with the Company's goals and that link the personal
interests of Participants to those of the Company's stockholders. The Plan is
further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of Participants who make or are
expected to make significant contributions to the Company's success and to allow
Participants to share in the success of the Company.

     (c) Duration of the Plan. No Award may be
granted under the Plan after the day immediately preceding the tenth
(10th)
anniversary of the Effective Date, or such earlier date as the Board or the
Committee shall determine. The Plan will remain in effect with respect to
outstanding Awards until no Awards remain outstanding. 

2.
Administration of the Plan. 

     (a) The
Committee. The Plan shall be administered by
the Management Development and Compensation Committee of the Board or such other
committee (the "Committee") as the Board shall select consisting of two or more
members of the Board each of whom is intended to be a "non-employee director"
within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act, an
"outside director" under regulations promulgated under Section 162(m) of the
Code, and an "independent director" under New York Stock Exchange Listing
standards. The members of the Committee shall be appointed from time to time by,
and shall serve at the discretion of, the Board.

     (b) Authority of the Committee. Subject to
Applicable Laws and the provisions of the Plan (including any other powers given
to the Committee hereunder), and except as otherwise provided by the Board, the
Committee shall have full and final authority in its discretion to take all
actions determined by the Committee to be necessary in the administration of the
Plan, including, without limitation, discretion to: 




     (i) select the Employees, Directors and Consultants to whom Awards may from
time to time be granted hereunder; 

     (ii)
determine whether and to what extent Awards are
granted hereunder;

     (iii)
determine the size and types of Awards granted
hereunder;

     (iv)
approve forms of Award Agreement for use under
the Plan;

     (v)
determine the terms and conditions of any Award
granted hereunder; 

     (vi) establish performance goals for any Performance Period and determine
whether such goals were satisfied; 

     (vii) amend the terms of any outstanding Award granted under the Plan in the
event of a Participant's termination of employment or in the event of a Change
in Control, provided that, except as otherwise provided in Section 18, no such
amendment shall reduce the Exercise Price of outstanding Options or the grant
price of outstanding SARs without the approval of the stockholders of the
Company, and provided further, that any amendment that would adversely affect
the Participant's rights under an outstanding Award shall not be made without
the Participant's written consent; 

     (viii) construe and interpret the terms of the Plan and any Award Agreement
entered into under the Plan, and to decide all questions of fact arising in its
application; and 

     (ix) take such other action, not inconsistent with the terms of the Plan, as
the Committee deems appropriate. 

As permitted
by Applicable Laws, the Committee may delegate its authority as identified
herein, including the power and authority to make Awards to Participants who are
not "insiders" subject to Section 16(b) of the Exchange Act, pursuant to such
conditions and limitations as the Committee may establish.

     (c)
Effect of Committee's Decision. All decisions, determinations and interpretations of the
Committee shall be final, binding and conclusive on all persons, including the
Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants
and their estates and beneficiaries.

3.
Shares Subject to the Plan; Effect of Grants;
Individual Limits. 

     (a) Number
of Shares Available for Grants. Subject to
adjustment as provided in Section 18 hereof, the maximum number of Shares which
may be issued pursuant to Awards under the Plan shall be 2,000,000 Shares, plus
any Shares remaining available for issuance under the Prior Plans as of the
Effective Date, plus the number of Shares subject to outstanding awards under
the Prior Plans at the Effective Date that are deemed not delivered under the
Prior Plans pursuant to paragraphs (i), (ii), (iii) or (iv) of this Section
3(a).

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     (i) Shares that are potentially deliverable under an Award or a Prior Plan
award that expires or is canceled, forfeited, settled in cash or otherwise
settled without the delivery of Shares shall not be treated as having been
issued under the Plan or a Prior Plan. 

     (ii) Shares that are held back or tendered (either actually or constructively
by attestation) to cover the exercise price or tax withholding obligations with
respect to an Award or Prior Plan award shall not be treated as having been
issued under the Plan or a Prior Plan. 

     (iii) Shares that are issued pursuant to awards that are assumed, converted or
substituted in connection with a merger, acquisition, reorganization or similar
transaction shall not be treated as having been issued under the Plan.


     (iv) Shares that are repurchased in the open market with Option Proceeds from
Awards or Prior Plan awards shall not be treated as having been issued under the
Plan or a Prior Plan; provided, however, that the aggregate number of Shares
deemed not issued pursuant to the repurchase of Shares with Option Proceeds
shall not be greater than the amount of such proceeds divided by the Fair Market
Value of a Share on the date of exercise of the Option or Prior Plan option
giving rise to such proceeds.

Notwithstanding paragraphs (i) through (iv) above, for purposes of
determining the number of Shares available for grant as Incentive Stock Options,
only Shares that are subject to an Award or a Prior Plan award that expires or
is cancelled, forfeited or settled in cash shall be treated as not having been
issued under the Plan or a Prior Plan. 

The Shares
to be issued pursuant to Awards may be authorized but unissued Shares or
treasury Shares. 

     (b) Individual Limits. Subject to
adjustment as provided in Section 18 hereof, the following rules shall apply
with respect to Awards:

     (i) Options and SARs: The maximum aggregate number of Shares with respect to
which Options and SARs may be granted in any 36-month period to any one
Participant shall be 2,000,000 Shares. 

     (ii) Restricted Stock, Restricted Stock Units, Performance Shares and Other
Stock-Based Awards: The maximum aggregate number of Shares of Restricted Stock
and Shares with respect to which Restricted Stock Units, Performance Shares and
Other Stock-Based Awards may be granted in any 36-month period to any one
Participant shall be 800,000 Shares. 

     (iii) Performance Units: The maximum aggregate compensation that can be paid
pursuant to Performance Units awarded in any one fiscal year to any one
Participant shall be $10,000,000 or a number of Shares having an aggregate Fair
Market Value not in excess of such amount. 

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4.
Eligibility and Participation. 

     (a) Eligibility. Persons eligible to
participate in the Plan include all Employees, Directors and
Consultants.

     (b) Actual
Participation. Subject to the provisions of
the Plan, the Committee may, from time to time, select from all eligible
Employees, Directors and Consultants, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. The Committee may establish
additional terms, conditions, rules or procedures to accommodate the rules or
laws of applicable foreign jurisdictions and to afford Participants favorable
treatment under such laws; provided, however, that no Award shall be granted
under any such additional terms, conditions, rules or procedures with terms or
conditions which are inconsistent with the provisions of the Plan. 

5.
Types of Awards. 

     (a) Type
of Awards. Awards under the Plan may be in
the form of Options (both Nonqualified Stock Options and/or Incentive Stock
Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares,
Performance Units and Other Stock-Based Awards.

     (b)
Designation of Award. Each Award shall be designated in the Award
Agreement.

6.
Options.


     (a) Grant
of Options. Subject to the terms and
provisions of the Plan, Options may be granted to Participants in such number
and upon such terms, and at any time and from time to time, as shall be
determined by the Committee.

     (b) Award
Agreement. Each Option grant shall be
evidenced by an Award Agreement that shall specify the Exercise Price, the
duration of the Option, the number of Shares to which the Option pertains, and
such other provisions as the Committee shall determine including, but not
limited to, the Option vesting schedule, repurchase provisions, rights of first
refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, and payment contingencies. The
Award Agreement also shall specify whether the Option is intended to be an
Incentive Stock Option or a Nonqualified Stock Option. Options that are intended
to be Incentive Stock Options shall be subject to the limitations set forth in
Section 422 of the Code. 

     (c) Exercise Price. Except for Options
adjusted pursuant to Section 18 herein, and replacement Options granted in
connection with a merger, acquisition, reorganization or similar transaction,
the Exercise Price for each grant of an Option shall not be less than one
hundred percent (100%) of the Fair Market Value of a Share on the date the
Option is granted. However, in the case of an Incentive Stock Option granted to
a Participant who, at the time the Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Subsidiary, the Exercise Price for each grant of an Option shall
not be less than one hundred ten percent (110%) of the Fair Market Value of a
Share on the date the Option is granted.

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     (d) Term
of Options. The term of an Option granted
under the Plan shall be determined by the Committee, in its sole discretion;
provided, however, that such term shall not exceed ten (10) years. However, in
the case of an Incentive Stock Option granted to a Participant who, at the time
the Option is granted, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Subsidiary, the
term of the Incentive Stock Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Award
Agreement.

     (e) Exercise of Options. Options granted
under this Section 6 shall be exercisable at such times and be subject to such
restrictions and conditions as set forth in the Award Agreement and as the
Committee shall in each instance approve, which need not be the same for each
grant or for each Participant; provided, however, that except as otherwise
provided in a Participant's Award Agreement upon a termination of employment or
pursuant to Section 19 in the event of a Change in Control or Subsidiary
Disposition, no Option may be exercisable prior to one (1) year from the date of
grant.

     (f) Payments. Options granted under this
Section 6 shall be exercised by the delivery of a written notice to the Company,
setting forth the number of Shares with respect to which the Option is to be
exercised and specifying the method of the Exercise Price. The Exercise Price of
an Option shall be payable to the Company: (i) in cash or its equivalent, (ii)
by tendering (either actually or constructively by attestation) Shares having an
aggregate Fair Market Value at the time of exercise equal to the Exercise Price,
(iii) in any other manner then permitted by the Committee, or (iv) by a
combination of any of the permitted methods of payment. The Committee may limit
any method of payment, other than that specified under (i), for administrative
convenience, to comply with Applicable Laws or otherwise. 

     (g) Restrictions on Share Transferability.
The Committee may impose such restrictions on any Shares acquired pursuant to
the exercise of an Option granted under this Section 6 as it may deem advisable,
including, without limitation, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares. 

     (h) Termination of Employment or Service.
Each Participant's Option Award Agreement shall set forth the extent to which
the Participant shall have the right to exercise the Option following
termination of the Participant's employment or, if the Participant is a Director
or Consultant, service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among all Options, and may reflect distinctions based on the reasons for
termination of employment or service. 

7.
Stock Appreciation Rights. 

     (a) Grant
of SARs. Subject to the terms and provisions of
the Plan, SARs may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the
Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any
combination of these forms of SAR.

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     (b) Award
Agreement. Each SAR grant shall be evidenced
by an Award Agreement that shall specify the grant price, the term of the SAR,
and such other provisions as the Committee shall determine. 

     (c) Grant
Price. The grant price of a Freestanding SAR
shall not be less than one hundred percent (100%) of the Fair Market Value of a
Share on the date of grant of the SAR, and the grant price of a Tandem SAR shall
equal the Exercise Price of the related Option; provided, however, that these
limitations shall not apply to Awards that are adjusted pursuant to Section 18
herein.

     (d) Term
of SARs. The term of an SAR granted under the
Plan shall be determined by the Committee, in its sole discretion; provided,
however, that such term shall not exceed ten (10) years. 

     (e) Exercise of Tandem SARs. A Tandem SAR
may be exercised only with respect to the Shares for which its related Option is
then exercisable. To the extent exercisable, Tandem SARs may be exercised for
all or part of the Shares subject to the related Option. The exercise of all or
part of a Tandem SAR shall result in the forfeiture of the right to purchase a
number of Shares under the related Option equal to the number of Shares with
respect to which the SAR is exercised. Conversely, upon exercise of all or part
of an Option with respect to which a Tandem SAR has been granted, an equivalent
portion of the Tandem SAR shall similarly be forfeited. 

          Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Exercise Price of the underlying
ISO and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise
Price of the ISO. 

     (f) Exercise of Freestanding SARs.
Freestanding SARs may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, imposes upon them and sets forth in the Award
Agreement; provided, however, that except as otherwise provided in a
Participant's Award Agreement upon a termination of employment or pursuant to
Section 19 in the event of a Change in Control or Subsidiary Disposition, no
Freestanding SARs may be exercisable prior to one (1) year from the date of
grant. 

     (g) Payment of SAR Amount. Upon exercise
of an SAR, a Participant shall be entitled to receive payment from the Company
in an amount determined by multiplying: 

     (i) the difference between the Fair
Market Value of a Share on the date of exercise over the grant price;
by

     (ii) the number of Shares with
respect to which the SAR is exercised.

     At the
discretion of the Committee, the payment upon SAR exercise may be in cash, in
Shares of equivalent value, or in some combination thereof. 

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     (h) Termination of Employment or Service.
Each SAR Award Agreement shall set forth the extent to which the Participant
shall have the right to exercise the SAR following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all SARs, and may reflect distinctions based on the reasons for termination of
employment or service. 

8.
Restricted Stock. 

     (a) Grant
of Restricted Stock. Subject to the terms and
provisions of the Plan, Restricted Stock may be granted to Participants in such
amounts and upon such terms, and at any time and from time to time, as shall be
determined by the Committee.

     (b) Award
Agreement. Each Restricted Stock grant shall
be evidenced by an Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine. 

     (c) Period
of Restriction and Other Restrictions. Except
as otherwise provided in a Participant's Award Agreement upon a termination of
employment or pursuant to Section 19 in the event of a Change in Control or
Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period
of Restriction of three (3) years, which period may, at the discretion of the
Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an
Award Agreement); provided, however, that in the Committee's sole discretion, up
to five percent (5%) of the Shares available for issuance as Full-Value Awards
under the Plan may have a shorter Period of Restriction, but in no case less
than one (1) year. The Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
a requirement that the issuance of Shares of Restricted Stock be delayed,
restrictions based upon the achievement of specific performance goals,
additional time-based restrictions, and/or restrictions under Applicable Laws or
under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock. The Company may
retain in its custody any certificate evidencing the Shares of Restricted Stock
and place thereon a legend and institute stop-transfer orders on such Shares,
and the Participant shall be obligated to sign any stock power requested by the
Company relating to the Shares to give effect to the forfeiture provisions of
the Restricted Stock.

     (d) Removal of Restrictions. Subject to
Applicable Laws, Restricted Stock shall become freely transferable by the
Participant after the last day of the Period of Restriction applicable thereto.
Once Restricted Stock is released from the restrictions, the Participant shall
be entitled to receive a certificate evidencing the Shares.

     (e) Voting
Rights. Unless otherwise determined by the
Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by Applicable Laws, as determined by the Committee,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares during the Period of
Restriction.

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     (f)
Dividends and Other
Distributions. Except as otherwise provided
in a Participant's Award Agreement, during the
Period of Restriction, Participants holding Shares of Restricted Stock shall
receive all regular cash Dividends paid with respect to all Shares while they
are so held, and, except as otherwise determined by the Committee, all other
distributions paid with respect to such Restricted Stock shall be credited to
Participants subject to the same restrictions on transferability and
forfeitability as the Restricted Stock with respect to which they were paid and
paid at such time following full vesting as are paid the Shares of Restricted
Stock with respect to which such distributions were made.

     (g) Termination of Employment or Service.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to retain unvested Restricted Stock following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Awards of Restricted Stock, and may reflect distinctions based on the
reasons for termination of employment or service.

9.
Restricted Stock Units. 

     (a) Grant
of Restricted Stock Units. Subject to the
terms and provisions of the Plan, Restricted Stock Units may be granted to
Participants in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee. 

     (b) Award
Agreement. Each grant of Restricted Stock
Units shall be evidenced by an Award Agreement that shall specify the applicable
Period of Restriction, the number of Restricted Stock Units granted, and such
other provisions as the Committee shall determine.

     (c) Value
of Restricted Stock Units. The initial value
of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the
date of grant; provided, however, that this restriction shall not apply to
Awards that are adjusted pursuant to Section 18 herein. 

     (d) Period
of Restriction. Except as otherwise provided
in a Participant's Award Agreement upon a termination of employment or pursuant
to Section 19 in the event of a Change in Control or Subsidiary Disposition, an
Award of Restricted Stock Units shall have a minimum Period of Restriction of
three (3) years, which period may, at the discretion of the Committee, lapse on
a pro-rated, graded, or cliff basis; provided, however, that in the Committee's
sole discretion, up to five percent (5%) of the Shares available for issuance as
Full-Value Awards under the Plan may have a shorter Period of Restriction, but
in no case less than one (1) year.

     (e) Form
and Timing of Payment. Except as otherwise
provided in Section 19 herein or a Participant's Award Agreement, payment of
Restricted Stock Units shall be made at a specified settlement date that shall
not be earlier than the last day of the Period of Restriction. The Committee, in
its sole discretion, may pay earned Restricted Stock Units by delivery of Shares
or by payment in cash of an amount equal to the Fair Market Value of such Shares
(or a combination thereof). The Committee may provide that settlement of
Restricted Stock Units shall be deferred, on a mandatory basis or at the
election of the Participant.

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     (f) Voting
Rights. A Participant shall have no voting
rights with respect to any Restricted Stock Units granted hereunder. 

     (g) Termination of Employment or Service.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to receive a payout respecting an Award of Restricted Stock Units
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company and its Subsidiaries. Such
provisions shall be determined in the sole discretion of the Committee, need not
be uniform among all Restricted Stock Units, and may reflect distinctions based
on the reasons for termination of employment or service.

10.
Performance Shares. 

     (a) Grant
of Performance Shares. Subject to the terms
and provisions of the Plan, Performance Shares may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee. 

     (b) Award
Agreement. Each grant of Performance Shares
shall be evidenced by an Award Agreement that shall specify the applicable
Performance Period(s) and Performance Measure(s), the number of Performance
Shares granted, and such other provisions as the Committee shall determine;
provided, however, that except as otherwise provided in a Participant's Award
Agreement upon a termination of employment or pursuant to Section 19 in the
event of a Change in Control or Subsidiary Disposition, in no case shall a
Performance Period be for a period of less than one (1) year. 

     (c) Value
of Performance Shares. The initial value of a
Performance Share shall equal the Fair Market Value of a Share on the date of
grant; provided, however, that this restriction shall not apply to Awards that
are adjusted pursuant to Section 18 herein. 

     (d) Form
and Timing of Payment. Except as otherwise
provided in Section 19 herein or a Participant's Award Agreement, payment of
Performance Shares shall be made at a specified settlement date that shall not
be earlier than the last day of the Performance Period. The Committee, in its sole discretion, may pay earned Performance
Shares by delivery of Shares or by payment in cash of an amount equal to the
Fair Market Value of such Shares (or a combination thereof). The Committee may
provide that settlement of Performance Shares shall be deferred, on a mandatory
basis or at the election of the Participant.

     (e) Voting
Rights. A Participant shall have no voting
rights with respect to any Performance Shares granted hereunder. 

     (f) Termination of Employment or Service.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to receive a payout respecting an Award of Performance Shares
following termination of the Participant's employment or, if the Participant is
a Consultant, service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among all Participants, and may reflect distinctions based on the reasons for
termination of employment or service 

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11.
Performance Units. 

     (a) Grant
of Performance Units. Subject to the terms
and conditions of the Plan, Performance Units may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as
shall be determined by the Committee.

     (b) Award
Agreement. Each grant of Performance Units
shall be evidenced by an Award Agreement that shall specify the number of
Performance Units granted, the Performance Period(s) and Performance Measure(s),
the performance goals and such other provisions as the Committee shall
determine; provided, however, that except as otherwise provided in a
Participant's Award Agreement upon a termination of employment or pursuant to
Section 19 in the event of a Change in Control or Subsidiary Disposition, in no
case shall a Performance Period be for a period of less than one (1) year.


     (c) Value
of Performance Units. The Committee shall set
performance goals in its discretion that, depending on the extent to which they
are met, will determine the number and/or value of Performance Units that will
be paid out to the Participants. 

     (d) Form
and Timing of Payment. Except as otherwise
provided in Section 19 herein or a Participant's Award Agreement, payment of
earned Performance Units shall be made following the close of the applicable
Performance Period. The Committee, in its sole discretion, may pay earned
Performance Units in cash or in Shares that have an aggregate Fair Market Value
equal to the value of the earned Performance Units (or a combination thereof).
The Committee may provide that settlement of Performance Units shall be
deferred, on a mandatory basis or at the election of the Participant.


     (e) Voting
Rights. A Participant shall have no voting
rights with respect to any Performance Units granted hereunder. 

     (f) Termination of Employment or Service.
Each Award Agreement shall set forth the extent to which the Participant shall
have the right to receive a payout respecting an Award of Performance Units
following termination of the Participant’s employment or, if the Participant is
a Consultant, service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among all Performance Units and may reflect distinctions based on reasons for
termination of employment or service.

12.
Other Stock-Based Awards. 

     (a) Grant. The Committee shall have the
right to grant other Awards that may include, without limitation, the grant of
Shares based on attainment of performance goals established by the Committee,
the payment of Shares as a bonus or in lieu of cash based on attainment of
performance goals established by the Committee, and the payment of Shares in
lieu of cash under other Company incentive or bonus programs.

     (b) Period
of Restriction. Except as otherwise provided
in a Participant's Award Agreement upon a termination of employment or pursuant
to Section 19 in the event of a Change in Control or Subsidiary Disposition,
Awards granted pursuant to this Section 12 shall have a minimum Period of
Restriction of three (3) years, which period may, at the discretion of the
Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an
Award Agreement); provided, however, that in the Committee's sole discretion, up
to five percent (5%) of the Shares available for issuance as Full-Value Awards
under the Plan may have a shorter Period of Restriction, but in no case less
than one (1) year. Notwithstanding the above, an Award of payment Shares in lieu
of cash under other Company incentive or bonus programs shall not be subject to
the minimum Period of Restriction limitations described above.

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     (c) Payment of Other Stock-Based Awards.
Subject to Section 12(b) hereof, payment under or settlement of any such Awards
shall be made in such manner and at such times as the Committee may determine.
The Committee may provide that settlement of Other Stock-Based Awards shall be
deferred, on a mandatory basis or at the election of the Participant.


     (d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall
have the right to receive Other Stock-Based Awards following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, such provisions may be
included in an agreement entered into with each Participant, but need not be
uniform among all Other Stock-Based Awards, and may reflect distinctions based
on the reasons for termination of employment or service. 

13.
Dividend Equivalents. At the discretion of the Committee, Awards granted pursuant
to the Plan may provide Participants with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participants, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish. 

14.
Performance-Based Exception. 

     (a) The
Committee may specify that the attainment of one or more of the Performance
Measures set forth in this Section 14 shall determine the degree of granting,
vesting and/or payout with respect to Awards that the Committee intends will
qualify for the Performance-Based Exception. The performance goals to be used
for such Awards shall be chosen from among the following performance measures
(the "Performance Measures"): total shareholder return, stock price, net
customer sales, volume, gross profit, gross margin, operating profit, operating
margin, management profit, earnings from continuing operations before income
taxes, earnings from continuing operations, earnings per share from continuing
operations, net operating profit after tax, net earnings, net earnings per
share, return on assets, return on investment, return on equity, return on
invested capital, cost of capital, average capital employed, cash value added,
economic value added, cash flow, cash flow from operations, working capital,
working capital as a percentage of net customer sales, asset growth, asset
turnover, market share, customer satisfaction, and employee satisfaction. The
targeted level or levels of performance with respect to such Performance
Measures may be established at such levels and on such terms as the Committee
may determine, in its discretion, on a corporate-wide basis or with respect to
one or more business units, divisions, subsidiaries, business segments or
functions, and in either absolute terms or relative to the performance of one or
more comparable companies or an index covering multiple companies. Awards that
are not intended to qualify for the Performance-Based Exception may be based on
these or such other performance measures as the Committee may determine.


11





     (b) Unless
otherwise determined by the Committee, measurement of performance goals with
respect to the Performance Measures above shall exclude the impact of charges
for restructurings, discontinued operations, extraordinary items, and other
unusual or non-recurring items, as well as the cumulative effects of tax or
accounting changes, each as determined in accordance with generally accepted
accounting principles or identified in the Company's financial statements, notes
to the financial statements, management's discussion and analysis or other
filings with the SEC. 

     (c) Performance goals may differ for Awards granted to any one Participant or
to different Participants.

     (d) Achievement of performance goals in respect of Awards intended to qualify
under the Performance-Based Exception shall be measured over a Performance
Period specified in the Award Agreement, and the goals shall be established not
later than 90 days after the beginning of the Performance Period or, if less
than 90 days, the number of days which is equal to 25% of the relevant
Performance Period applicable to the Award.

     (e) The
Committee shall have the discretion to adjust the determinations of the degree
of attainment of the pre-established performance goals; provided, however, that
Awards that are designed to qualify for the Performance-Based Exception may not
be adjusted upward (the Committee may, in its discretion, adjust such Awards
downward).

15.
Transferability of Awards. Incentive Stock Options may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution, and shall be exercisable during a
Participant's lifetime only by such Participant. Other Awards shall be
transferable to the extent provided in the Award Agreement, except that no Award
may be transferred for consideration. 

16.
Taxes. The
Company shall have the power and right, prior to the delivery of Shares pursuant
to an Award, to deduct or withhold, or require a participant to remit to the
Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy
any applicable tax withholding requirements applicable to an Award. Whenever
under the Plan payments are to be made in cash, such payments shall be net of an
amount sufficient to satisfy any applicable tax withholding requirements.
Subject to such restrictions as the Committee may prescribe, a Participant may
satisfy all or a portion of any tax withholding requirements by electing to have
the Company withhold Shares having a Fair Market Value equal to the amount to be
withheld up to the minimum statutory tax withholding rate (or such other rate
that will not result in a negative accounting impact).

17.
Conditions Upon Issuance of
Shares. 

     (a) Shares
shall not be issued pursuant to the exercise of an Award unless the exercise of
such Award and the issuance and delivery of such Shares pursuant thereto shall
comply with all Applicable Laws, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. 

     (b) As a
condition to the exercise of an Award, the Company may require the person
exercising such Award to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any Applicable
Laws.

12





18.
Adjustments Upon Changes in
Capitalization. In the event of any merger,
reorganization, consolidation, recapitalization, liquidation, stock dividend,
split-up, spin-off, stock split, reverse stock split, share combination, share
exchange, extraordinary dividend, or any change in the corporate structure
affecting the Shares, such adjustment shall be made in the number and kind of
Shares that may be delivered under the Plan, the individual limits set forth in
Section 3(b), and, with respect to outstanding Awards, in the number and kind of
Shares subject to outstanding Awards, the Exercise Price, grant price or other
price of Shares subject to outstanding Awards, any performance conditions
relating to Shares, the market price of Shares, or per-Share results, and other
terms and conditions of outstanding Awards, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; provided, however, that, unless otherwise
determined by the Committee, the number of Shares subject to any Award shall
always be rounded down to a whole number. Adjustments made by the Committee
pursuant to this Section 18 shall be final, binding, and conclusive. 

19.
Change in Control, Cash-Out and Termination of
Underwater Options/SARs, and Subsidiary Disposition.

     (a) Change
in Control. Except as otherwise provided in a
Participant's Award Agreement or pursuant to Section 19(b) hereof, 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: 

     (i) any and all outstanding Options and SARs granted hereunder shall become
immediately exercisable unless such Awards are assumed, converted or replaced by
the continuing entity; provided, however, that in the event of a Participant's
termination of employment without Cause within twenty-four (24) months following
consummation of a Change in Control, any replacement awards will become
immediately exercisable; 

     (ii) any Period of Restriction or other restriction imposed on Restricted
Stock, Restricted Stock Units, and Other Stock-Based Awards shall lapse unless
such Awards are assumed, converted or replaced by the continuing entity;
provided, however, that in the event of a Participant's termination of
employment without Cause within twenty-four (24) months following consummation
of a Change in Control, the Period of Restriction on any replacement awards
shall lapse; and 

     (iii) the portion of any and all Performance Shares, Performance Units and
other Awards (if performance-based) that shall remain outstanding following the
occurrence of a Change in Control shall be determined by applying actual
performance from the beginning of the Performance Period through the date of the
Change in Control using the formula set forth in the Award Agreement
(“Performance Measure Formula”) to determine the amount of the payout or
distribution rounded to the nearest whole Share. Notwithstanding the foregoing,
if the Change in Control occurs prior to the end of a Performance Period for an
Award, the Performance Measure Formula shall generally be adjusted to take into
account the shorter period of time available to achieve the Performance
Measures. If a quantitative Performance Measure Formula for the entire
Performance Period has been determined by the Company by adding together one or
more goals for Performance Measures (“Performance Measure Goals”) for multiple
time periods within the Performance Period (each a "subperiod"), then the
adjusted Performance Measure Formula for a given level of performance shall be
equal to the sum of (1) the Performance Measure Goals for each completed
subperiod for such level of performance and (2) a prorated Performance Measure
Goal (determined by the number of days in such subperiod falling on or before
the occurrence of the Change in Control divided by the total number of days in
such subperiod) for such level of performance for each subperiod not completed
on or before the occurrence of the Change in Control. If there are no
subperiods, then the quantitative Performance Measure Formula shall be prorated
by taking the Performance Measure Goal for each specified level of performance
for the entire Performance Period and multiplying it by a fraction, the
numerator of which is the number of days in the Performance Period falling on or
before the occurrence of the Change in Control and the denominator of which is
the total number of days in the Performance Period. Qualitative Performance
Measures shall not be adjusted. In the unlikely event that the Company is unable
to substantially adjust the target Performance Measure(s) for an Award as set
forth above, then the portion of such Award that shall remain outstanding shall
be based on the assumption that the target level of performance for each
Performance Measure for the entire Performance Period has been
achieved.

13





The portion
of the Award that remains outstanding following the occurrence of a Change in
Control as determined in the preceding paragraph shall vest in full at the end
of the Performance Period set forth in such Award so long as the Participant’s
employment (or if the Participant is a Director or Consultant, service) with the
Company or a Subsidiary does not terminate until the end of the Performance
Period. Notwithstanding the foregoing, such portion shall vest in full upon the
earliest to occur of the following events: (1) the termination of the
Participant by the Company without Cause, (2) the refusal of the continuing
entity to assume, convert or replace the Award, or (3) if applicable, the
resignation of the Participant for a "good reason", as described further in the
following paragraph. 

With respect to paragraphs (i), (ii)
and (iii) of Section 19(a) above, the Award Agreement may provide that any
replacement awards will become immediately exercisable or any Period of
Restriction shall lapse in the event of a termination of employment by the
Participant for "good reason" if and as such term is defined in any employment
agreement or severance agreement or policy applicable to such Participant.


     (b) Cash-Out and Termination of Underwater Options/SARs. The Committee may, in its sole discretion, provide that (i)
all outstanding Options and SARs shall be terminated upon the occurrence of a
Change in Control and that each Participant shall receive, with respect to each
Share subject to such Options or SARs, an amount in cash equal to the excess of
the Fair Market Value of a Share immediately prior to the occurrence of the
Change in Control over the Option Exercise Price or the SAR grant price; and
(ii) Options and SARs outstanding as of the date of the Change in Control may be
cancelled and terminated without payment therefore if the Fair Market Value of a
Share as of the date of the Change in Control is less than the Option Exercise
Price or the SAR grant price.

     (c) Subsidiary Disposition. The Committee
shall have the authority, exercisable either in advance of any actual or
anticipated Subsidiary Disposition or at the time of an actual Subsidiary
Disposition and either at the time of the grant of an Award or at any time while
an Award remains outstanding, to provide for the automatic full vesting and
exercisability of one or more outstanding unvested Awards under the Plan and the
termination of restrictions on transfer and repurchase or forfeiture rights on
such Awards, in connection with a Subsidiary Disposition, but only with respect
to those Participants who are at the time engaged primarily in Continuous
Service with the Subsidiary involved in such Subsidiary Disposition. The
Committee also shall have the authority to condition any such Award vesting and
exercisability or release from such limitations upon the subsequent termination
of the affected Participant's Continuous Service with that Subsidiary within a
specified period following the effective date of the Subsidiary Disposition. The
Committee may provide that any Awards so vested or released from such
limitations in connection with a Subsidiary Disposition, shall remain fully
exercisable until the expiration or sooner termination of the Award.

14





20.
Amendment, Suspension or Termination of the
Plan. 

     (a) Amendment, Modification and Termination. The Board or the Committee may at any time and from time to time,
alter, amend, suspend or terminate the Plan in whole or in part; provided,
however, that no amendment that requires stockholder approval in order for the
Plan to continue to comply with the New York Stock Exchange listing standards or
any rule promulgated by the SEC or any securities exchange on which Shares are
listed or any other Applicable Laws shall be effective unless such amendment
shall be approved by the requisite vote of stockholders of the Company entitled
to vote thereon within the time period required under such applicable listing
standard or rule. 

     (b) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee may make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 18 hereof) affecting the Company or the
financial statements of the Company or of changes in Applicable Laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.
With respect to any Awards intended to comply with the Performance-Based
Exception, unless otherwise determined by the Committee, any such exception
shall be specified at such times and in such manner as will not cause such
Awards to fail to qualify under the Performance-Based Exception. 

     (c) Awards
Previously Granted. No termination, amendment
or modification of the Plan or of any Award shall adversely affect in any
material way any Award previously granted under the Plan without the written
consent of the participant holding such Award, unless such termination,
modification or amendment is required by Applicable Laws and except as otherwise
provided herein.

     (d) No
Repricing. Except for adjustments made
pursuant to Section 18, no amendment shall reduce the Exercise Price of
outstanding Options or the grant price of outstanding SARs, nor may any
outstanding Options or outstanding SARs be surrendered to the Company as
consideration for the grant of new Options or SARs with a lower Exercise Price
or grant price, without the approval of the stockholders of the Company.


     (e) Compliance with the Performance-Based Exception. If it is intended that an Award comply with the requirements
of the Performance-Based Exception, the Committee may apply any restrictions it
deems appropriate such that the Awards maintain eligibility for the
Performance-Based Exception. If changes are made to Code Section 162(m) or
regulations promulgated thereunder to permit greater flexibility with respect to
any Award or Awards available under the Plan, the Committee may, subject to this
Section 20, make any adjustments to the Plan and/or Award Agreements it deems
appropriate. 

15








21. Reservation of Shares. 


     (a) The
Company, during the term of the Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. 

     (b) The
inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained. 

22.
Rights of Participants.

     (a) Continued Service. The Plan shall not
confer upon any Participant any right with respect to continuation of employment
or consulting relationship with the Company, nor shall it interfere in any way
with his or her right or the Company's right to terminate his or her employment
or consulting relationship at any time, with or without cause.

     (b) Participant. No Employee, Director or
Consultant shall have the right to be selected to receive an Award under the
Plan, or, having been so selected, to be selected to receive future Awards.


23.
Successors.
All obligations of the Company under the Plan and with respect to Awards shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the
business and/or assets of the Company and references to the "Company" herein and
in any Award agreements shall be deemed to refer to such successors. 

24.
Legal Construction. 

     (a) 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 either in the Plan or any Award agreement 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.

16





     (b) Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included. 

     (c) Requirements of Law. The granting of
Awards and the issuance of Shares or cash under the Plan shall be subject to all
Applicable Laws and to such approvals by any governmental agencies or national
securities exchanges as may be required.

     (d) Governing Law. To the extent not
preempted by federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by 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 Plan to the substantive law of
another jurisdiction. 

     (e) Non-Exclusive Plan. Neither the
adoption of the Plan by the Board nor its submission to the stockholders of the
Company for approval shall be construed as creating any limitations on the power
of the Board or a committee thereof to adopt such other incentive arrangements
as it may deem desirable. 

     (f) Code
Section 409A Compliance. To the extent
applicable, it is intended that this Plan and any Awards granted hereunder
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 that would cause the Plan or any Award granted hereunder
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.

17





GLOSSARY OF DEFINED TERMS


1.
Definitions. As used in the Plan, the following definitions shall apply: 

     "Applicable Laws" means the legal requirements relating to the administration
of stock incentive plans, if any, under applicable provisions of federal
securities laws, state corporate and securities laws, the Code, and the rules of
any applicable stock exchange or national market system. 

     "Award" means, individually or collectively, Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Shares, Performance Units and Other Stock-Based Awards
granted under the Plan.

     "Award Agreement" means an agreement entered into by the Company and a
Participant setting forth the terms and provisions applicable to an
Award.

     "Board" means the Board of Directors of
the Company. 

     "Cause" means (i) the willful and continued failure of the Participant
substantially to perform the Participant's duties with the Company (other than
any such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the
Participant by the Chief Executive Officer of the Company, a member of the
Committee, or another authorized officer of the Company, which specifically
identifies the manner in which the sender believes that the Participant has not
substantially performed the Participant's duties; or (ii) the willful engaging
by the Participant in illegal conduct or gross misconduct which is materially
and demonstrably injurious to the Company.

No act or failure to act on the part of
the Participant shall be considered to be "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 or upon the instructions of the Chief
Executive Officer of the Company or a member of the Committee or another
authorized officer of the Company or based 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
cessation of employment of the Participant shall not be deemed to be for Cause
unless and until the Chief Executive Officer, Vice President of Human Resources
and General Counsel unanimously agree that, in their good faith opinion, the
Participant is guilty of the conduct described in subsections (i) or (ii) above,
and so notify the Participant specifying the particulars thereof in detail.


     "Change in Control" means

	      	(a)	      	
      The acquisition by any
      individual, entity or group (within the meaning of Section 13(d)(3) or
      14(d)(2) of the Exchange Act ) (a "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      (i) 50% of either the total fair market value or the combined voting power
      of the then outstanding voting securities of the Company entitled to vote
      generally in the election of directors (the "Outstanding Company Voting
      Securities"), or (ii) during a 12 month period ending on the date of the
      most recent acquisition by such Person, 30% of the Outstanding Voting
      Securities; provided, however, that for purposes of this subsection (a),
      the following acquisitions shall not constitute a Change in Control: (i)
      any acquisition directly from the Company, (ii) any acquisition by the
      Company, including any acquisition which, by reducing the number of shares
      outstanding, is the sole cause for increasing the percentage of shares
      beneficially owned by any such Person to more than the applicable
      percentage set forth above, (iii) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company or (iv) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (i),
      (ii) and (iii) of subsection (c) of this definition;
  or



1






	      	(b)	      	
      Individuals who, as of the date
      hereof, constitute the Board (the "Incumbent Board") cease for any reason
      within any period of 12 months to constitute at least a majority of the
      Board; provided, however, that any individual becoming a director
      subsequent to the date hereof whose election, or nomination for election
      by the Company’s stockholders, was approved by a vote of at least a
      majority of the directors then comprising the Incumbent Board, shall be
      considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial
      assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or
      other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person other than the Board; or

		 
		(c)   
        		
      Consummation by the Company of a
      reorganization, merger or consolidation or sale or other disposition of
      all or substantially all of the assets of the Company or the acquisition
      of assets of another corporation (a "Business Combination"), in each case,
      unless, following such Business Combination, (i) more than 50% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company's assets either
      directly or through one or more subsidiaries) is represented by
      Outstanding Company Common Stock and Outstanding Company Voting
      Securities, respectively, that were outstanding immediately prior to such
      Business Combination (or, if applicable, is represented by shares into
      which such Outstanding Company Common Stock and Outstanding Company Voting
      Securities were converted pursuant to such Business Combination) and such
      ownership of common stock and voting power among the holders thereof is in
      substantially the same proportions as their ownership, immediately prior
      to such Business Combination of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities, as the case may be, (ii) no Person
      (excluding any employee benefit plan (or related trust) of the Company or
      such corporation resulting from such Business Combination) beneficially
      owns, directly or indirectly, 20% or more of, respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such
      ownership existed prior to the Business Combination and (iii) at least a
      majority of the members of the board of directors of the corporation
      resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the
      action of the Board, providing for such Business
  Combination.

		 			


2





     "Code" means the Internal Revenue Code
of 1986, as amended. 

     "Committee" means the Committee, as specified in Section 2(a), appointed by the
Board to administer the Plan. 

     "Company" means The Clorox Company and any successor thereto as provided in
Section 23 herein. 

     "Consultant" means any consultant or
advisor to the Company or a Subsidiary. 

     "Continuous Service" means that the provision of services to the Company or any
Subsidiary in any capacity of Employee or Consultant is not interrupted or
terminated. Continuous Service shall not be considered interrupted in the case
of (i) any leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, any Subsidiary, or any
successor. A leave of absence approved by the Company shall include sick leave,
military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. 

     "Director" means any individual who is a member of the Board of Directors of the
Company or a Subsidiary who is not an Employee.

     "Dividend" means the dividends declared
and paid on Shares subject to an Award. 

     "Dividend Equivalent" means, with respect to Shares subject to an Award, a right
to be paid an amount equal to the Dividends declared and paid on an equal number
of outstanding Shares. 

     "Employee" means any employee of the
Company or a Subsidiary. 

     "Exchange Act" means the Securities
Exchange Act of 1934, as amended. 

     "Exercise Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option. 

     "Fair Market Value" means, as of any
date, the value of a Share determined as follows: 

	      	(a)	      	
      Where there exists a public
      market for the Share, the Fair Market Value shall be (A) the closing sales
      price for a Share on the date of the determination (or, if no sales were
      reported on that date, on the last trading date on which sales were
      reported) on the New York Stock Exchange, the NASDAQ Global Market or the
      principal securities exchange on which the Share is listed for trading,
      whichever is applicable, or (B) if the Share is not traded on any such
      exchange or national market system, the average of the closing bid and
      asked prices of a Share on the NASDAQ Capital Market, in each case, as
      reported in The Wall Street Journal or such other source as the Committee
      deems reliable; or 

				 
		(b)		
      In the absence of an established market of
      the type described above, for the Share, the Fair Market Value thereof
      shall be determined by the Committee in good faith, and such determination
      shall be conclusive and binding on all
persons.



3





     "Freestanding SAR" means an SAR that is granted independently of any Options,
as described in Section 7 herein. 

     "Full-Value Award" means Awards other than Options, SARs, or other Awards for
which the Participant pays the grant date intrinsic value directly or by
forgoing a right to receive a cash payment from the Company. 

     "Incentive Stock Option" or "ISO" means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code. 

     "Nonqualified Stock
Option" means an Option that is not intended
to meet the requirement of Section 422 of the Code.

     "Option" means an Incentive Stock Option or a Nonqualified Stock Option granted
under the Plan, as described in Section 6 herein.

     "Option Proceeds" means the cash received by the Company as payment of the
Exercise Price upon exercise of an Option or a Prior Plan option plus the
federal tax benefit that could be realized by the Company as a result of the
Option of Prior Plan option exercise, which shall be determined by multiplying
the amount that is deductible as a result of the Option or Prior Plan option
exercise (currently equal to the amount upon which the Participant's withholding
tax obligation is calculated) by the maximum federal corporate income tax rate
for the year of exercise. To the extent that a Participant pays the Exercise
Price and/or withholding taxes with Shares, Option Proceeds shall not be
calculated with respect to the amount paid in such manner. 

     "Other Stock-Based
Award" means a Share-based or Share-related
Award granted pursuant to Section 12 herein. 

     "Participant" means a current or former Employee, Director or Consultant who has
rights relating to an outstanding Award. 

     "Performance-Based
Exception" means the performance-based
exception from the tax deductibility limitations of Code Section
162(m).

     "Performance Measures" shall have the
meaning set forth in Section 14(a). 

     "Performance Period" means the period during which a performance measure must be
met. 

4





     "Performance Share" means an Award granted to a Participant, as described in
Section 10 herein. 

     "Performance Unit" means an Award granted to a Participant, as described in
Section 11 herein. 

     "Period of Restriction" means the period Restricted Stock, Restricted Stock Units or
Other Stock-Based Awards are subject to a substantial risk of forfeiture and are
not transferable, as provided in Sections 8, 9 and 12 herein. 

     "Plan" means The Clorox Company 2005
Stock Incentive Plan.

     "Prior Plans" means The Clorox Company 1996 Stock Incentive Plan, The Clorox Company
1987 Long Term Compensation Program, The Clorox Company Independent Directors’
Stock-Based Compensation Plan, and the 1993 Directors' Stock Option
Plan.

     "Restricted Stock" means an Award granted to a Participant, as described in
Section 8 herein. 

     "Restricted Stock Units" means an Award granted to a Participant, as described in
Section 9 herein. 

     "SEC" means the United States
Securities and Exchange Commission. 

     "Share" means a share of common stock of the Company, par value $1.00 per
share, subject to adjustment pursuant to Section 18 herein. 

     "Stock Appreciation
Right" or "SAR" means an Award granted to a
Participant, either alone or in connection with a related Option, as described
in Section 7 herein. 

     "Subsidiary" means any corporation in which the Company owns, directly or
indirectly, at least fifty percent (50%) of the total combined voting power of
all classes of stock, or any other entity (including, but not limited to,
partnerships and joint ventures) in which the Company owns, directly or
indirectly, at least fifty percent (50%) of the combined equity thereof.
Notwithstanding the foregoing, for purposes of determining whether any
individual may be a Participant for purposes of any grant of Incentive Stock
Options, the term "Subsidiary" shall have the meaning ascribed to such term in
Code Section 424(f). 

     "Subsidiary Disposition" means the disposition by the Company of its equity holdings
in any Subsidiary effected by a merger or consolidation involving that
Subsidiary, the sale of all or substantially all of the assets of that
Subsidiary or the Company’s sale or distribution of substantially all of the
outstanding capital stock of such Subsidiary. 

     "Tandem SAR" means a SAR that is granted in connection with a related Option, as
described in Section 7 herein. 

     "Voting Securities" means voting securities of the Company entitled to vote
generally in the election of Directors. 

5