Exhibit
10.1

THE CLOROX COMPANY
2005
STOCK INCENTIVE PLAN
PERFORMANCE
SHARE AWARD AGREEMENT 

NOTICE OF PERFORMANCE SHARE
GRANT
The Clorox Company, a
Delaware company (the “Company”), grants to the Grantee named below, in
accordance with the terms of The Clorox Company 2005 Stock Incentive Plan (the
“Plan”) and this performance share award agreement (the “Agreement”), the
following number of Performance Shares on the terms set forth below:

	GRANTEE:	   	(refer to
      UBS Financial Services Inc. (“UBS”) account for details)
	TARGET AWARD:		(refer to
      UBS account for details)
	GRANT ID:		(refer to
      UBS account for details)
	PERFORMANCE PERIOD:		July 1, 2016
      through June 30, 2019
	DATE OF GRANT:		
	SETTLEMENT DATE:		Within 75
      days following the last day of the Performance Period, provided the
      Grantee has remained in the employment or service of the Company or its
      Subsidiaries through such date (except for a termination of employment or
      service due to death, Disability or Retirement, as provided
    below)



AGREEMENT 

	1.	     	Grant of
      Performance Shares. The
      Company hereby grants to the Grantee the Target Award set forth above,
      payment of which is dependent upon the achievement of certain performance
      goals more fully described in Section 3 of this Agreement. This Award is
      subject to the terms, definitions and provisions of the Plan and this
      Agreement. All terms, provisions, and conditions applicable to the
      Performance Shares set forth in the Plan and not set forth herein are
      incorporated by reference. To the extent any provision hereof is
      inconsistent with a provision of the Plan, the provisions of the Plan will
      govern. All capitalized terms that are used in this Agreement and not
      otherwise defined herein shall have the meanings ascribed to them in the
      Plan.
	 
	2.		Nature and
      Settlement of Award. The
      Performance Shares awarded pursuant to this Agreement represent the
      opportunity to receive Shares of the Company and Dividend Equivalents on
      such Shares (as described in Section 4 below). The Company shall issue to
      the Participant one Share for each vested Performance Share (plus any
      Dividend Equivalents accrued with respect to such vested Performance
      Shares), rounded down to the nearest whole share, less any Shares withheld
      in accordance with the provisions of Section 7 of this Agreement.
      Settlement shall occur on a date chosen by the Committee, which date shall
      be within seventy-five (75) days following the last day of the Performance
      Period, or any deferred settlement date established pursuant to Section 6
      of this Agreement, whichever is later (the “Settlement Date”), and except
      as specifically provided in Section 5 of this Agreement, provided the
      Grantee has remained in the employment or service of the Company or its
      Subsidiaries through the Settlement Date. Although vested within the
      meaning of Section 83 of the Internal Revenue Code since no substantial
      risk of forfeiture exists at the Settlement Date, the Performance Shares
      (and any associated Dividend Equivalents) will not be earned until the
      Grantee has fulfilled all of the conditions precedent set forth in this
      Agreement, including, but not limited to, the obligations set forth in
      Sections 9(b), 9(c), 9(d), 9(e) and Section 10, and the Grantee shall have
      no right to retain the Shares or the value thereof upon vesting or
      settlement of the Performance Shares until all such conditions precedent
      have been satisfied.


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	3.	     	Determination of Number of Performance
      Shares Vested.
	 
			The number of Performance Shares vested, if
      any, for the Performance Period shall be determined in accordance with the
      following formula:
	 
	
      # of Performance
      Shares = Payout Percentage x Target Award 

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





	FY17 – FY19	Payout
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	       Performance
      Period is FY17-FY19
	       Interim
      percentages to be interpolated




			Cumulative
      EP will be the sum of annual EP results over the Performance Period.
      Annual EP is defined as Earnings Before Interest & Taxes (“EBIT”),
      adjusted for non-cash restructuring charges, times one minus the tax rate,
      less capital charge.
	 
			Notwithstanding the above, the EP levels in the preceding table
      shall be adjusted, fairly and appropriately, in accordance with the Plan
      and, as provided in this Agreement, to reflect accurately the direct and
      measurable effect of the impact of each of the following events not
      otherwise reflected in the determination of the initial EP levels (each,
      an “Event”) including, without limitation, the financial statement impact
      on the Company on account of the occurrence or potential occurrence of an
      Event: (1) the acquisition or divestiture of a business, (2) a Change in
      Control, (3) U.S Federal changes in tax statutes or the addition or
      deletion of taxes to which the Company or any Affiliated Company is
      subject, (4) force majeure (including events known as “Acts of God”), (5)
      the adoption of new or revised accounting pronouncements or changes to
      application of accounting pronouncements, and (6) any extraordinary,
      unusual or non-recurring item not previously listed. Notwithstanding the foregoing, an event listed in the preceding
      sentence shall not qualify as an Event, and therefore no adjustment shall
      be made to the EP levels, unless the impact of the occurrence or potential
      occurrence of such an event listed in the preceding sentence exceeds $2
      million in EP. The purpose of any adjustments on account of the occurrence
      of an Event is to keep the probability of achieving the EP levels the same
      as if the Event triggering such adjustment had either not occurred or had
      not resulted in any financial statement impact. The determination of any
      adjustments shall be based on the Company’s accounting as set forth in its
      books and records (including business projections) and/or in the annual
      budget and/or long range plan of the Company pursuant to which the EP
      levels were originally established. The amount of any such adjustment
      shall be approved by the Committee in its good faith determination in
      accordance with the provisions of this paragraph. To the extent
      applicable, the Committee shall condition the determination of the number
      of Performance Shares vested under this Section 3 upon the satisfaction of
      the adjusted EP levels. All Performance Shares that are not vested for the
      Performance Period shall be forfeited as of the last day of the
      Performance Period.
	 
	4.	     	Dividend
      Equivalent Rights. No
      Dividend Equivalents shall be paid to the Grantee prior to the settlement
      of the award. Rather, such Dividend Equivalent payments will accrue and be
      notionally credited to the Grantee’s Performance Share account and paid
      out at the Payout Percentage in the form of additional Shares (the
      “Dividend Equivalent Shares”) upon settlement of the award, as described
      in Section 2 above.


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	5.		Termination of Continuous Service. Except as otherwise provided below, if the
      Grantee’s employment or service with the Company and its Subsidiaries is
      terminated for any reason prior to the Settlement Date, all Performance
      Shares and Dividend Equivalents subject to this Agreement shall be
      immediately forfeited.
	 
			a.	     	Termination due to
      Death or Disability. If the
      Grantee’s termination of employment or service is due to death or
      Disability, all Performance Shares and Dividend Equivalents shall
      immediately vest and will be paid upon completion of the Performance
      Period based on the level of performance achieved as of the end of such
      Performance Period.
	 
			b.	     	Termination due to
      Retirement. If the
      Grantee’s termination of employment or service is due to Retirement and is
      more than twelve (12) months from the Date of Grant set forth in this
      Agreement, the Performance Shares shall vest on a pro rata monthly basis,
      including full credit for partial months elapsed, and will be paid upon
      completion of the Performance Period based on the level of performance
      achieved as of the end of such Performance Period; provided, however, that
      this provision shall not apply in the event the Grantee’s employment or
      service is terminated for Cause. The amount of the vested Award may be
      computed under the following formula: Target Award times (number of full
      months elapsed in Performance Period divided by number of full months in
      Performance Period) times percent performance level achieved as of the end
      of the Performance Period. Dividend Equivalents accrued through the
      Grantee’s date of termination due to Retirement shall be paid at the same
      time as the settlement of the vested Performance Shares.
	 
			c.		Definition of “Retirement.” For purposes of this Agreement, the term
      “Retirement” shall mean termination of employment or service as an
      Employee after (1) twenty (20) or more years of “vesting service,” which
      solely for purposes of this Agreement, shall be calculated under Article
      III of The Clorox Company 401(k) Plan (the “401(k) Plan”) entitled
      “Service” along with any other relevant provisions of the 401(k) Plan
      necessary or desirable to give full effect thereto, or any successor
      provisions, regardless of the status of the Grantee with respect to the
      401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five with ten
      (10) or more years of Vesting Service.
	 
			d.		Definition of “Disability.” For purposes of this Agreement, the
      Grantee’s employment shall be deemed to have terminated due to the
      Grantee’s Disability if the Grantee is entitled to long-term disability
      benefits under the Company’s long-term disability plan or policy, as in
      effect on the date of termination of the Grantee’s
employment.
	 
	6.	     	Election to Defer
      Settlement. Prior to the
      commencement of the last year of the Performance Period, the Grantee may
      elect to defer the settlement of the Performance Shares from the last day
      of the Performance Period until a date at least two years following such
      date, or until the Grantee’s later termination of employment or service.
      If the Grantee makes such an election, it will become irrevocable on the
      date of such election. If the Grantee makes such an election, any Dividend
      Equivalents awarded with respect to such deferred Performance Shares shall
      also be deferred under the same terms. If the Grantee makes such an
      election, but a transaction occurs that subjects the Grantee’s Performance
      Shares to Section 19 of the Plan prior to the settlement date, the
      Grantee’s deferral election will terminate and the Grantee’s Performance
      Shares and Dividend Equivalents will be settled as of the date of that
      transaction. The Company may terminate any deferral hereunder if a change
      in law requires such termination.
	 
	7.		Taxes. Pursuant to Section 16 of the Plan, the
      Committee shall have the power and the right to deduct or withhold, or
      require the Grantee to remit to the Company, an amount sufficient to
      satisfy any applicable tax withholding requirements applicable to this
      Award. The Committee may condition the issuance of Shares upon the
      Grantee’s satisfaction of such withholding obligations. The Grantee may
      elect to satisfy all or part of such withholding requirement by tendering
      previously-owned Shares or by having the Company withhold Shares having a
      Fair Market Value equal to the minimum statutory withholding rate that
      could be imposed on the transaction (or such other rate that will not
      result in a negative accounting impact) or in such other manner as is
      acceptable to the Company. Such election shall be irrevocable, made in
      writing, signed by the Grantee, and shall be subject to any restriction or
      limitations that the Committee, in its sole discretion, deems
      appropriate.
	 
	8.		Transferability of
      Performance Shares.
      Performance Shares shall not be transferable by the Grantee other than by
      will or by the laws of descent or distribution. For avoidance of doubt,
      Shares issued to the Grantee in settlement of Performance Shares pursuant
      to Section 2 of this Agreement shall not be subject to any of the
      foregoing transferability restrictions.


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


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			c.		No Interference with
      Customers or Suppliers. In
      partial consideration for the award of these Performance Shares, in order
      to forestall the disclosure or use of Confidential Information as well as
      to deter the Grantee’s intentional interference with the contractual
      relations of the Company or any Affiliated Company, the Grantee’s
      intentional interference with prospective economic advantage of the
      Company or any Affiliated Company and to promote fair competition, the
      Grantee agrees that the Grantee’s right to the Shares upon settlement of
      the Performance Shares is contingent upon the Grantee refraining, for a
      period of one (1) year after the date of settlement of the Performance
      Shares, for himself/herself or any third party, directly or indirectly,
      from using Confidential Information to (1) divert or attempt to divert
      from the Company (or any Affiliated Company) any business of any kind in
      which it is engaged, or (2) intentionally solicit its customers with which
      it has a contractual relationship as to Conflicting Products, or to
      interfere with the contractual relationship with any of its suppliers or
      customers (collectively, “Interfere”). If, during the term of the
      Performance Period or at any time within one (1) year after the Settlement
      Date, the Grantee breaches his/her obligation not to Interfere, the
      Grantee’s right to the Shares upon settlement of the Performance Shares
      shall not have been earned and the Performance Shares, whether vested or
      not, will be immediately cancelled, and the Grantee shall immediately
      return to the Company the Shares or the pre-tax income derived from any
      disposition of the Shares. For avoidance of doubt, the term “Interfere”
      shall not include any advertisement of Conflicting Products through the
      use of media intended to reach a broad public audience (such as
      television, cable or radio broadcasts, or newspapers or magazines) or the
      broad distribution of coupons through the use of direct mail or through
      independent retail outlets. THE
      GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT
      PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE
      PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS
      TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE
      THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION DURING THE
      TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT
      DATE. 
	 
	     	     	d.	     	No Solicitation of Employees. In partial consideration for the award of
      these Performance Shares, in order to forestall the disclosure or use of
      Confidential Information, as well as to deter the Grantee’s intentional
      interference with the contractual relations of the Company or any
      Affiliated Company, the Grantee’s intentional interference with
      prospective economic advantage of the Company or any Affiliated Company,
      and to promote fair competition, the Grantee agrees that the Grantee’s
      right to the Shares upon settlement of the Performance Shares is
      contingent upon the Grantee refraining, for a period of one (1) year after
      the date of settlement of the Performance Shares, for himself/herself or
      any third party, directly or indirectly, from soliciting for employment
      any person employed by the Company, or by any Affiliated Company, during
      the period of the solicited person’s employment and for a period of one
      (1) year after the termination of the solicited person’s employment with
      the Company or any Affiliated Company (collectively “Solicit”). If, during
      the term of the Performance Period or at any time within one (1) year
      after the Settlement Date, the Grantee breaches his/her obligation not to
      Solicit, the Grantee’s right to the Shares upon settlement of the
      Performance Shares shall not have been earned and the Performance Shares,
      whether vested or not, will be immediately cancelled, and the Grantee
      shall immediately return to the Company the Shares or the pre-tax income
      derived from any disposition of the Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH
      IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT
      PROVIDES FOR THE CANCELLATION OF THE PERFORMANCE SHARES AND A RETURN TO
      THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF
      THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES
      PROVISION DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR
      AFTER THE SETTLEMENT DATE.
	 
			e.		Injunctive and Other Available
      Relief. By acceptance of
      these Performance Shares, the Grantee acknowledges that, if the Grantee
      were to breach or threaten to breach his/her obligation hereunder not to
      Interfere or Solicit or not to disclose or use any Confidential
      Information other than in the course of performing authorized services for
      the Company (or any Affiliated Company), the harm caused to the Company by
      such breach or threatened breach would be, by its nature, irreparable
      because, among other things, damages would be significant and the monetary
      harm that would ensue would not be able to be readily proven, and that the
      Company would be entitled to injunctive and other appropriate relief to
      prevent threatened or continued breach and to such other remedies as may
      be available at law or in equity. To the extent not prohibited by law, any
      cancellation of the Performance Shares pursuant to any of Sections 9(b)
      through 9(d) above shall not restrict, abridge or otherwise limit in any
      fashion the types and scope of injunctive and other available relief to
      the Company. Notwithstanding any provision of this Agreement to the
      contrary, nothing under this Agreement shall limit, abridge, modify or
      otherwise restrict the Company (or any Affiliated Company) from pursuing
      any or all legal, equitable or other appropriate remedies to which the
      Company may be entitled under any other agreement with the Grantee, any
      other plan, program, policy or arrangement of the Company (or any
      Affiliated Company) under which the Grantee is covered or participates, or
      any applicable law, all to the fullest extent not prohibited under
      applicable law.


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			f.	     	Permitted
      Reporting and Disclosure.
      Notwithstanding any language in this Agreement to the contrary, nothing in
      this Agreement prohibits Grantee from reporting possible violations of
      federal law or regulation to any governmental agency or governmental
      entity, or making other disclosures that are protected under federal law
      or regulation; provided, that, in each case such communications and
      disclosures are consistent with applicable law. Notwithstanding the
      foregoing, under no circumstance is Grantee authorized to disclose any
      information covered by the Company’s attorney-client privilege or attorney
      work product or the Company’s trade secrets without prior written consent
      of the Company’s General Counsel. Any reporting or disclosure permitted
      under this Section 9(f) shall not result in the cancellation of
      Performance Shares. Grantee is entitled to certain immunities from
      liability under state and federal law for disclosing trade secrets if the
      disclosure was made to report or investigate an alleged violation of law,
      subject to certain conditions. Please see the Company’s Confidential
      Information Policy for further details.
	 
	10.	     	Right to
      Retain Shares Contingent on Continuing Non-Conflicting
      Employment. In partial
      consideration for the award of these Performance Shares, in order to
      forestall the disclosure or use of Confidential Information, as well as to
      deter the Grantee’s intentional interference with the contractual
      relations of the Company or any Affiliated Company, the Grantee’s
      intentional interference with prospective economic advantage of the
      Company or any Affiliated Company, and to promote fair competition, the
      Grantee agrees that the Grantee’s right to the Shares upon settlement of
      the Performance Shares is contingent upon the Grantee refraining, during
      the term of the Performance Period and for a period of one (1) year after
      the Settlement Date, from rendering services, directly or indirectly, as
      director, officer, employee, agent, consultant or otherwise, to any
      Conflicting Organization except a Conflicting Organization whose business
      is diversified and that, as to that part of its business to which the
      Grantee renders services, is not a Conflicting Organization, provided that
      the Company shall receive separate written assurances satisfactory to the
      Company from the Grantee and the Conflicting Organization that the Grantee
      shall not render services during such period with respect to a Conflicting
      Product. If, prior to the expiration of the Performance Period or at any
      time within one (1) year after the Settlement Date, the Grantee shall
      render services to any Conflicting Organization other than as expressly
      permitted herein, the Grantee’s right to the Shares upon settlement of the
      Performance Shares shall not have been earned and the Performance Shares,
      whether vested or not, will be immediately cancelled, and the Grantee
      shall immediately return to the Company the Shares or the pre-tax income
      derived from any disposition of the Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH
      IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM RENDERING
      SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION
      OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE
      GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO
      RENDER SUCH SERVICES DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN
      ONE (1) YEAR AFTER THE SETTLEMENT DATE.
	 
	11.		Repayment Obligation. In the event that (1) the Company issues a restatement of
      financial results to correct a material error and (2) the Committee
      determines, in good faith, that the Grantee’s fraud or willful misconduct
      was a significant contributing factor to the need to issue such
      restatement and (3) some or all of the Performance Shares that were
      granted and/or vested prior to such restatement would not have been
      granted and/or vested, as applicable, based upon the restated financial
      results, the Grantee shall immediately return to the Company the
      Performance Shares or any Shares or the pre-tax income derived from any
      disposition of the Shares previously received in settlement of the
      Performance Shares that would not have been granted and/or vested based
      upon the restated financial results (the “Repayment Obligation”). The
      Company shall be able to enforce the Repayment Obligation by all legal
      means available, including, without limitation, by withholding such amount
      from other sums owed by the Company to the Grantee.
	 
	12.		Miscellaneous Provisions.
	 
			a.		Rights as a
      Stockholder. Neither the
      Grantee nor the Grantee’s transferee or representative shall have any
      rights as a stockholder with respect to any Shares subject to this Award
      until the Performance Shares have been settled and Share certificates have
      been issued to the Grantee, transferee or representative, as the case may
      be.
	 
			b.		Choice of Law,
      Exclusive Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance
      with, the laws of the State of Delaware, excluding any conflicts or choice
      of law rule or principle that might otherwise refer construction or
      interpretation of this Agreement to the substantive law of another
      jurisdiction. The courts of the
      State of Delaware shall have exclusive jurisdiction over any disputes or
      other proceedings relating to this Agreement, and venue shall reside with
      the courts in New Castle County, Delaware, including if jurisdiction shall
      so permit, the U.S. District Court for the District of Delaware. Accordingly, the
      Grantee agrees that any claim of any type relating to this Agreement must
      be brought and maintained in the appropriate court located in New Castle
      County, Delaware, including if jurisdiction will so permit, in the U.S.
      District Court for the State of Delaware. The Grantee hereby consents to
      the jurisdiction over the Grantee of any such courts and waives all
      objections based on venue or inconvenient
  forum.


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	     	     	c.	     	Modification or Amendment. This Agreement may be modified or amended
      by the Board or the Committee at any time; provided, however, no
      modification or amendment to this Agreement shall be made which would
      materially and adversely affect the rights of the Grantee, without such
      Grantee’s written consent.
	 
			d.		Severability. In the event any provision of this
      Agreement shall be held illegal or invalid for any reason, the illegality
      or invalidity shall not affect the remaining provisions of this Agreement,
      and this Agreement shall be construed and enforced to reflect the intent
      of the parties to the fullest extent not prohibited by law, and in the
      event that such provision is not able to be so construed and enforced,
      then this Agreement shall be construed and enforced as if such illegal or
      invalid provision had not been included. In amplification of the preceding
      sentence, in the event that the time period or scope of any provision is
      declared by a court or arbitrator of competent jurisdiction to exceed the
      maximum time period or scope that such court or arbitrator deems
      enforceable, then such court or arbitrator shall have the power to reduce
      the time period or scope to the maximum time period or scope permitted by
      law.
	 
			e.		References to Plan. All references to the Plan shall be deemed
      references to the Plan as may be amended.
	 
			f.		Headings. The captions used in this Agreement are
      inserted for convenience and shall not be deemed a part of this Agreement
      for construction or interpretation.
	 
			g.		Interpretation. Any dispute regarding the interpretation
      of this Agreement shall be submitted by the Grantee or by the Company
      forthwith to the Board or the Committee, which shall review such dispute
      at its next regular meeting. The resolution of such dispute by the Board
      or the Committee shall be final and binding on all persons. It is the
      intention of the Company and the Grantee to make the promises contained in
      this Agreement reasonable and binding only to the extent that it may be
      lawfully done under existing applicable laws. This Agreement and the Plan
      constitute the entire and exclusive agreement between the Grantee and the
      Company, and it supersedes all prior agreements or understandings, whether
      written or oral, with respect to the grant of Performance Shares set forth
      in this Agreement.
	 
			h.		Section 409A Compliance. To the extent applicable, it is intended
      that the Plan and this Agreement comply with the requirements of Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any
      related regulations or other guidance promulgated with respect to such
      Section by the U.S. Department of the Treasury or the Internal Revenue
      Service (“Section 409A”). Any provision of the Plan or this Agreement that
      would cause this Award to fail to satisfy Section 409A shall have no force
      or effect until amended to comply with Section 409A, which amendment may
      be retroactive to the extent permitted by Section 409A.
	 
					Notwithstanding any provision of the Plan to
      the contrary, if the Grantee is a “specified employee” (as defined in
      Section 1.409A-1(i) of the Treasury Department Regulations) at the time of
      the Grantee’s “separation from service” (as defined in Section 1.409A-1(h)
      of the Treasury Department Regulations), and a payment to the Grantee
      under this Agreement is subject to Section 409A and is being made to the
      Grantee on account of the Grantee’s separation from service, then to the
      extent not paid on or before March 15 of the calendar year following the
      calendar year in which the separation from service occurred, such payment
      shall be delayed until the earlier of the date which is six (6) months
      after the date of the Grantee’s separation from service or the date of
      death of the Grantee. Any payments that were scheduled to be paid during
      the six (6) month period following the Grantee’s separation from service,
      but which were delayed pursuant to this Section 12(h), shall be paid
      without interest on, or as soon as administratively practicable after, the
      first day following the six (6) month anniversary of the Grantee’s
      separation from service (or, if earlier, the date of the Grantee’s death).
      Any payments that were originally scheduled to be paid following the six
      (6) months after the Grantee’s separation from service shall continue to
      be paid in accordance with their predetermined schedule.
	 
			i.		Agreement with Terms. Receipt of any benefits under this Agreement by
      the Grantee shall constitute the Grantee’s acceptance of and agreement
      with all of the provisions of this Agreement and of the Plan that are
      applicable to this Agreement, and the Company shall administer this
      Agreement accordingly.



		THE CLOROX COMPANY
	 
	 	By:   /s/ Benno Dorer
		Its:   Chairman and Chief Executive
  Officer


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

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

	Dated: 	 	     Signed: 	 
				Grantee



	 	Residence
      Address:
	 	 
		 



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