Exhibit
10.2

THE CLOROX COMPANY
2005
STOCK INCENTIVE PLAN 
NONQUALIFIED
STOCK OPTION AWARD AGREEMENT 

NOTICE OF STOCK OPTION
GRANT 

The Clorox Company, a Delaware
company (the “Company”), grants to the Optionee named below an option (the
“Option”) to purchase, in accordance with the terms of The Clorox Company 2005
Stock Incentive Plan (the “Plan”) and this nonqualified stock option agreement
(the “Agreement”), the number of shares of Common Stock of the Company (the
“Shares”) at the exercise price per share (the “Exercise Price”) set forth as
follows: 

	OPTIONEE:	     	(refer to UBS Financial Services Inc. (“UBS”)
account for
      details)
	OPTIONS GRANTED:		(refer to UBS account for details)
	GRANT ID:		(refer to UBS account for details)
	EXERCISE PER SHARE:		(refer to UBS account for details)
	DATE OF GRANT:		(refer to UBS account for details)
	EXPIRATION DATE:		Ten years from Date of Grant
	VESTING SCHEDULE:		25% on each of the first four anniversaries of the
Date of
      Grant



AGREEMENT 

	1.	Grant of
      Option. The Company hereby
      grants to the Optionee the Option to purchase the Shares at the Exercise
      Price, subject to the terms, definitions and provisions of the Plan and
      this Agreement. All terms, provisions, and conditions applicable to the
      Option 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.	Exercise
      of Option.
	 
		a.	Right to
      Exercise. This Option shall
      be exercisable prior to the expiration date set forth above (the
      “Expiration Date”), in accordance with the vesting schedule set forth
      above (the “Vesting Schedule”) and with the applicable provisions of the
      Plan and this Agreement. Except as otherwise specifically provided in this
      Agreement, in no event may this Option be exercised after the Expiration
      Date. Although vested within the meaning of Section 83 of the Internal
      Revenue Code since no substantial risk of forfeiture exists once the
      options become exercisable according to the Vesting Schedule above, the
      Options will not be earned until the Optionee has fulfilled all of the
      conditions precedent set forth in this Agreement, including, but not
      limited to, the obligations set forth in Sections 7(b), 7(c), 7(d), 7(e)
      and Section 8, and the Optionee shall have no right to retain the Shares
      or the value thereof upon vesting or exercise of the Options until all
      conditions precedent have been satisfied.
		          	
		b.	Method of
      Exercise. This Option shall
      be exercisable only by delivery of an exercise notice (the “Exercise
      Notice”), available on the UBS website, the Company’s designee, which
      shall state the election to exercise the Option, the whole number of
      vested Shares in respect of which the Option is being exercised and such
      other provisions as may be required by the Committee. Such Exercise Notice
      shall be signed by the Optionee and shall be delivered by mail or fax, to
      the Company’s designee accompanied by payment of the Exercise Price. The
      Company may require the Optionee to furnish or execute such other
      documents as the Company shall reasonably deem necessary (1) to evidence
      such exercise and (2) to comply with or satisfy the requirements of the
      Securities Act of 1933, as amended, the Exchange Act, or any Applicable
      Laws. The Option shall be
      deemed to be exercised upon receipt by the Company’s designee of such
      written notice accompanied by the Exercise
Price.


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      No Shares will be issued
      pursuant to the exercise of the Option unless such issuance and such
      exercise shall comply with all Applicable Laws. Assuming such compliance,
      for income tax purposes, the Shares shall be considered transferred to the
      Optionee on the date on which the Option is exercised with respect to such
      Shares. 

	          		 
		c.	Taxes. Pursuant to
      Section 16 of the Plan, the Committee shall have the power and the right
      to deduct or withhold, or require the Optionee to remit to the Company, an
      amount sufficient to satisfy any applicable tax withholding requirements
      applicable to this Option. The Committee may condition the issuance of
      Shares upon the Optionee’s satisfaction of such withholding obligations.
      The Optionee may elect to satisfy all or part of such withholding
      requirement by tendering previously-owned Shares or by having the Company
      withhold Shares having a Fair Market Value equal to the minimum statutory
      tax withholding rate that could be imposed on the transaction (or such
      other rate that will not result in a negative accounting impact) or in
      such other manner as is acceptable to the Company. Such election shall be
      irrevocable, made in writing, signed by the Optionee, and shall be subject
      to any restrictions or limitations that the Committee, in its sole
      discretion, deems appropriate.
	 
	3.	Method of
      Payment. Pursuant to
      Section 6(f) of the Plan and subject to such limitations as the Committee
      may impose (including prohibition of one or more of the following payment
      methods), payment of the Exercise Price may be made in cash or by check,
      Shares or a combination thereof.
	 
	4.	Termination of Employment or Service and Expiration of Exercise
      Period.
	 
		a.	Termination of Employment or Service. If the Optionee’s employment or service
      with the Company and its Subsidiaries is terminated, the Optionee may
      exercise all or part of this Option prior to the expiration dates set
      forth in paragraph (b) herein, but only to the extent that the Option had
      become vested before the Optionee’s employment or service terminated.
      Notwithstanding the above, if the Optionee’s termination of employment or
      service (1) is due to Retirement and is more than 12 months from the Date
      of Grant set forth in this Agreement, or (2) is due to death or
      Disability, the Option shall become 100% vested and shall remain
      exercisable until the expiration dates determined pursuant to paragraph
      (b) of this Section.
		          	
			When the Optionee’s employment or service with the Company and its
      Subsidiaries terminates (except when due to Retirement, death or
      Disability), this Option shall expire immediately with respect to the
      number of Shares for which the Option is not yet vested. If the Optionee
      dies after termination of employment or service, but before the expiration
      of the Option, all or part of this Option may be exercised (prior to
      expiration) by the personal representative of the Optionee or by any
      person who has acquired this Option directly from the Optionee by will,
      bequest or inheritance, but only to the extent that the Option was vested
      and exercisable upon termination of the Optionee’s employment or
      service.
	 
		b.	Expiration of Exercise Period. Upon termination of the Optionee’s
      employment or service with the Company and its Subsidiaries, the Option
      shall expire on the earliest of the following occasions:
	 
			i.	The Expiration
      Date;
			          	
			ii.	The date ninety (90)
      days following the termination of the Optionee’s employment or service for
      any reason other than Cause, death, Disability, or
Retirement;
	  
	 		iii.	The date one year
      following the termination of the Optionee’s employment or service due to
      death or Disability;
	 
			iv.	The date five (5)
      years following the termination of the Optionee’s employment or service
      due to Retirement, provided the Optionee’s Retirement is more than 12
      months from the Date of Grant set forth in this Agreement; or
	 
			v.	The date of
      termination of the Optionee’s employment or service for
  Cause.


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	          	c.	
      Definition of
      “Retirement.” For purposes of this
      Agreement, the Optionee’s employment or service shall be deemed to have
      terminated due to “Retirement” if the Optionee terminates employment or
      service as an Employee for any reason, including Disability (but other
      than for Cause) 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 Optionee with respect to the
      401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five (55) with
      ten (10) or more years of Vesting Service. 

			 
		d.	Definition of “Disability.” For purposes of this Agreement, the Optionee’s employment shall
      be deemed to have terminated due to the Optionee’s Disability if the
      Optionee 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 Optionee’s employment.
	 
	5.	Change in
      Control. Upon the
      occurrence of a Change in Control, unless otherwise specifically
      prohibited under Applicable Laws or by the rules and regulations of any
      governing governmental agencies or national securities exchanges, the
      Option shall become 100% vested and immediately exercisable, unless such
      Option is assumed, converted or replaced by the continuing entity;
      provided, however, that in the event the Participant’s employment is
      terminated without Cause or by the Participant for Good Reason upon or
      within twenty-four (24) months following consummation of a Change in
      Control, any replacement awards will become immediately exercisable. For
      purposes of this Agreement, the term “Good Reason” shall have the meaning
      set forth in any employment agreement or severance agreement or policy
      applicable to the Optionee. If the Optionee is not a party to any
      agreement or covered by a policy in which a definition of “Good Reason” is
      provided, then the following definition shall apply:
	 
		“Good
      Reason” means resignation of the Optionee in connection with the
      occurrence of any of the following events without the Optionee’s written
      consent (provided that notice of such event is provided within 90 days
      following the first occurrence thereof):
	 
		a.	The
      assignment to the Optionee of any duties inconsistent in any material
      respect with the Optionee’s position (including offices, titles and
      reporting requirements), authority, duties or responsibilities as they
      existed at any time during the 120-day period immediately preceding the
      Change in Control, or any other action by the Company which results in a
      material diminution in such position, authority, duties or
      responsibilities, excluding for this purpose an isolated, insubstantial
      and inadvertent action not taken in bad faith and which is remedied by the
      Company promptly after receipt of notice thereof given by the Optionee;
      or
		          	
	 	b.	Any material
      reduction by the Company of the Optionee’s Base Salary or bonus target,
      other than an isolated, insubstantial and inadvertent failure not
      occurring in bad faith and which is remedied by the Company promptly after
      receipt of notice thereof given by the Optionee; or
	 
		c.	The Company
      requires the Optionee to be based at any office or location which
      increases his commute by more than 50 miles from his commute immediately
      prior to the Change in Control.
	 
		Any notice
      provided by the Optionee under this “Good Reason” provision shall mean a
      written notice which (1) indicates the specific termination provision in
      the Good Reason definition relied upon, (2) to the extent applicable, sets
      forth in reasonable detail the facts and circumstances claimed to provide
      a basis for termination of the Optionee’s employment under the provision
      so indicated and (3) the Optionee’s intended separation date if the
      Company does not cure the issue (which date shall be not less than thirty
      (30) days after the giving of such notice).
	 
	6.	Transferability of Option. This Option shall not be transferable by the Optionee other than
      by will or the laws of descent and distribution, and the Option shall be
      exercisable during the Optionee’s lifetime only by the Optionee or on his
      or her behalf by the Optionee’s guardian or legal
  representative.
	 
	7.	Protection of Trade Secrets and Limitations on
      Exercise.
	  
		a.	Definitions.
			          	
			i.	“Affiliated Company” means any organization controlling, controlled by or under common
      control with the Company.


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	          		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
      Optionee, 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 Optionee shall have worked during the two years prior to the
      Optionee’s termination of employment with the Company or any Affiliated
      Company or (2) with respect to which during that period of time the
      Optionee, 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 Optionee 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 this Option, the Optionee agrees that at
      all times, both during and after the term of the Optionee’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 Optionee,
      any and all Confidential Information of the Company or any Affiliated
      Company. The Optionee understands that for purposes of this Section 7(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 Optionee 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 Option or at any time within one (1) year after the date of exercise
      of all or any portion of the Option, the Optionee 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 unexercised portion of the Option, whether vested
      or not, will be immediately forfeited and cancelled, and the Optionee
      shall immediately return to the Company the Shares or the pre-tax income
      derived from any disposition of the Shares.
		          	 
		c.	No Interference
      with Customers or Suppliers. In partial consideration for the award of this Option, in order
      to forestall the disclosure or use of Confidential Information as well as
      to avoid the Optionee’s intentional interference with the contractual
      relations of the Company or any Affiliated Company, the Optionee’s
      intentional interference with prospective economic advantage of the
      Company or any Affiliated Company and to promote fair competition, the
      Optionee agrees that the Optionee’s right to exercise this Option is
      contingent upon the Optionee refraining, prior to the expiration of the
      Option and for a period of one (1) year after the date of exercise, 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 interfere with the
      contractual relationship with any of its suppliers or customers
      (collectively, “Interfere”). If, during the term of the Option or at any
      time within one (1) year after the date of exercise of all or any portion
      of the Option, the Optionee breaches his/her obligation not to Interfere,
      the Optionee’s right to the Shares upon exercise of the Option shall not
      have been earned and the unexercised portion of the Option, whether vested
      or not, will be immediately cancelled, and the Optionee shall immediately
      return to the Company any Shares acquired upon exercise of the Option or
      the pre-tax income derived from any disposition of such Shares. For
      avoidance of doubt, the term
      “Interfere” shall not include any advertisement of Conflicting Products
      through the use of media intended to reach a broad public audience (such
      as television, cable or radio broadcasts, or newspapers or magazines) or
      the broad distribution of coupons through the use of direct mail or
      through independent retail outlets. THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO
      AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT
      PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED
      PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF SHARES ISSUED UPON AN
      EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD CHOOSE
      TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR
      SUPPLIERS” PROVISION PRIOR TO THE EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER EXERCISE.


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	          	d.	No Solicitation of Employees. In partial consideration for the award of
      this Option, in order to forestall the disclosure or use of Confidential
      Information, as well as to deter the Optionee’s intentional interference
      with the contractual relations of the Company or any Affiliated Company,
      the Optionee’s intentional interference with prospective economic
      advantage of the Company or any Affiliated Company, and to promote fair
      competition, the Optionee agrees that the Optionee’s right to exercise
      this Option is contingent upon the Optionee refraining, prior to the
      expiration of the Option and for a period of one (1) year after the date
      of exercise, 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 Option or at
      any time within one (1) year after the date of exercise of all or any
      portion of the Option, the Optionee breaches his/her obligation not to
      Solicit, the Optionee’s right to the Shares upon exercise of the Option
      shall not have been earned and the unexercised portion of the Option,
      whether vested or not, will be immediately cancelled, and the Optionee
      shall immediately return to the Company any Shares acquired upon exercise
      of the Option or the pre-tax income derived from any disposition of such
      Shares. THE OPTIONEE
      UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT
      PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED PORTION OF THE OPTION AND
      A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF
      SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD CHOOSE
      TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION PRIOR TO THE
      EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER
    EXERCISE.
		          	
		e.	Injunctive and Other Available
      Relief. By acceptance of
      this Option, the Optionee acknowledges that, if the Optionee 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 Option pursuant to any of Sections 7(b) through 7(d)
      above shall not restrict, abridge or 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 Optionee, any other plan, program, policy or arrangement of the
      Company (or any Affiliated Company) under which the Optionee is covered or
      participates, or any applicable law, all to the fullest extent not
      prohibited under applicable law.
		 
		f.	Permitted Reporting and
      Disclosure. Notwithstanding
      any language in this Agreement to the contrary, nothing in this Agreement
      prohibits Optionee 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 Optionee 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 7(f) shall not result
      in the cancellation of Options. Optionee 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.


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	8.	Right to
      Retain Shares Contingent on Continuing Non-Conflicting
      Employment. In partial
      consideration for the award of this Option in order to forestall the
      disclosure or use of Confidential Information, as well as to deter the
      Optionee’s intentional interference with the contractual relations of the
      Company or any Affiliated Company, the Optionee’s intentional interference
      with prospective economic advantage of the Company or any Affiliated
      Company, and to promote fair competition, the Optionee agrees that the
      Optionee’s right to exercise this Option is contingent upon the Optionee
      refraining, prior to the expiration of the Option and for a period of one
      (1) year after the date of exercise, 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 Optionee renders services, is not a Conflicting
      Organization, provided that the Company shall receive separate written
      assurances satisfactory to the Company from the Optionee and the
      Conflicting Organization that the Optionee shall not render services
      during such period with respect to a Conflicting Product. If, prior to the
      expiration of the Option or at any time within one (1) year after the date
      of exercise of all or any portion of the Option, the Optionee shall render
      services to any Conflicting Organization other than as expressly permitted
      herein, the Optionee’s right to the Shares upon exercise of the Option
      shall not have been earned and the unexercised portion of the Option,
      whether vested or not, will be immediately cancelled, and the Optionee
      shall immediately return to the Company any Shares acquired upon exercise
      of the Option or the pre-tax income derived from any disposition of such
      Shares. THE OPTIONEE
      UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES
      NOT PROHIBIT THE OPTIONEE FROM RENDERING SERVICES TO A CONFLICTING
      ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED PORTION
      OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS
      TAXABLE PROCEEDS OF SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF THE
      OPTIONEE SHOULD CHOOSE TO RENDER SUCH SERVICES PRIOR TO THE EXPIRATION OF
      THE OPTION OR WITHIN ONE (1) YEAR AFTER EXERCISE.
	          	
	9.	Repayment Obligation. In the event that (1) the Company issues a significant
      restatement of financial results and (2) the Committee determines, in good
      faith, that the Optionee’s fraud or misconduct was a significant
      contributing factor to such restatement and (3) some or all of the Option
      that was 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 Optionee shall immediately return to the Company
      the unexercised portion of the Option and any Shares or the pre-tax income
      derived from any disposition of the Shares previously received in upon
      exercise of the Option that would not have been granted and/or vested
      based upon the restated financial results. Notwithstanding anything herein to the contrary, in no event shall
      the Repayment Obligation apply to any portion of the Option that vested
      more than four years prior to the date the applicable restatement is
      announced. 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
      Optionee.
	 
	10.	Miscellaneous Provisions.
	 
		a.	Rights as a
      Stockholder. Neither the
      Optionee nor the Optionee’s transferee or representative shall have any
      rights as a stockholder with respect to any Shares subject to this Option
      until the Option has been exercised and Share certificates have been
      issued to the Optionee, 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 Optionee 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 Optionee hereby consents to the jurisdiction over the
      Optionee 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
      Optionee, without such Optionee’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 Option for construction or
    interpretation.
		 
		g.	Interpretation. Any
      dispute regarding the interpretation of this Agreement shall be submitted
      by the Optionee 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
      Optionee 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 Optionee and the Company, and it
      supersedes all prior agreements or understandings, whether written or
      oral, with respect to the grant of Options 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.
		 
		i.	Agreement with
      Terms. Receipt of any
      benefits under this Agreement by the Optionee shall constitute the
      Optionee’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 OPTIONEE ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT IS A UNILATERAL CONTRACT AND THAT THE OPTIONEE’S
RIGHT TO THE SHARES PURSUANT TO THE OPTION HEREOF IS ACCEPTED AND EARNED ONLY BY
CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER)
AND BY COMPLIANCE WITH THE OPTIONEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT.
THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR
IN THE PLAN, SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO
CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY
WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE OPTIONEE’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 Optionee 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 Optionee 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 Optionee 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 Optionee has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. The Optionee 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 Optionee
further agrees to notify the Company upon any change in the residence address
indicated below. 

	Dated: 	 	   Signed:   	 
				Optionee



	 	Residence
      Address:
	 	 
		 



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