Exhibit
10.12

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)
	PERFORMANCE PERIOD:		July
      1, 2013 through June 30, 2016
	DATE OF GRANT:	     	September 17, 2013
	 
	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:




	 	
	FY14 –
      FY16	Payout
		0%
		50%
		75%
		100%
		125%
		150%
	   	
      Performance Period is
      FY14-FY16
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.


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	8.	Transferability of
      Performance Shares.
      Performance Shares shall not be transferable by the Grantee other than by
      will or by the laws of descent or distribution. For avoidance of doubt,
      Shares issued to the Grantee in settlement of Performance Shares pursuant
      to Section 2 of this Agreement shall not be subject to any of the
      foregoing transferability restrictions.
	       	
	9.	Protection of
      Trade Secrets and Limitations on Retention.
		  


		
      a.
	Definitions.
  
					 
			i.		“Affiliated Company” means any organization controlling,
      controlled by or under common control with the Company.
	       	       		     	
			ii.		“Confidential Information” means 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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	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. 



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		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:  	
	Its: 	
      Chairman of the Board and CEO
  




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, Plan Information and
the Company’s Annual Report and Proxy Statement (the “Prospectus Information”) are available for viewing on
the Company’s Cloroxweb site at http://CLOROXWEB.clorox.com/hr/stock. The Grantee hereby consents to receive the
Prospectus Information electronically or, in the alternative, to contact the HR Service Center at 1-800-709-7095 to request a
paper copy of the Prospectus Information. The Grantee represents that s/he is familiar with the terms and provisions thereof,
and hereby accepts this Agreement subject to all of the terms and provisions thereof. 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 e 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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