Exhibit 10.8


THE CLOROX
COMPANY
ANNUAL INCENTIVE PLAN
As Amended and Restated Effective
as of September 17, 2013 

1.
Purpose. 

     The purpose of The Clorox Company Annual Incentive Plan (the "Plan") is
to attract and retain the best available personnel for positions of substantial
responsibility and to provide an incentive for employees of The Clorox Company,
a Delaware corporation (the "Company") and its subsidiaries to recognize and
reward those employees. The Company’s executives are eligible to earn short-term
incentive awards under this Plan and under the Company’s Executive Incentive
Compensation Plan. 

2.
Definitions. The following terms will have the following
meaning for purposes of the Plan:


	              	(a)	       	"Award" means a bonus paid in
  cash.
	       	
	       	(b)	       	"Board" means the Board of Directors of the
      Company.
	              	       
	       	(c)	       	"Chief Executive Officer" means the chief
      executive officer of the Company.
	              	       
	       	(d)	       	"Code" means the Internal Revenue Code of
      1986, as amended.
	              	       
	       	(e)	       	"Committee" means the Management Development
      and Compensation Committee of the Board, or such other Committee
      designated by the Board to administer the Plan.
	              	       
	       	(f)	       	"Employee" means any person employed by the
      Company or any Subsidiary.
	              	       
	       	(g)	       	"Executive Committee" means the executives
      who are members of the Company’s management executive
  committee.
	              	       
	       	(h)	       	"Vice President" means a regular salaried
      Employee scheduled to work more than 20 hours per week who is in salary
      grade 30 or above and who is not a member of the Executive Committee, but
      is a Vice President.
	              	       
	       	(i)	       	"Participant" means an Employee selected by
      the Committee to participate in the Plan.
	              	       
	       	(j)	       	
      "Retirement" means termination of
      employment with the Company, other than by reason of death or disability,
      (1) at age 65, (2) at least age 55 with at least ten years of vesting
      service, which solely for purposes of this Plan, 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 Participant with
      respect to the 401(k) Plan or (3) with at least 20 years of vesting
      service (as defined in clause (2)).










	              	(k)	       	"Subsidiary" means any corporation in which
      the Company, directly or indirectly, controls 50 percent or more of the
      total combined voting power of all classes of stock.
	              	       
	              	(l)	       	"Year" means a fiscal year of the
      Company.


3. Awards. 

	       	(a)	       	Within 90 days after the beginning of each
      Year, the Committee will select Participants for the Year and establish in
      writing the method by which the Awards will be calculated for that Year.
      The Committee may provide for payment of all or part of the Award in the
      case of retirement, death, disability or change of ownership of control of
      the Company or a Subsidiary during the Year in accordance with Section
      409A (as defined in Section 15 below).
		       
		(b)		For the Chief Executive Officer and the
      Executive Committee, the Committee shall determine and certify the amount
      of the Award, if any, to be made. The Committee may increase, decrease or
      eliminate, any Award calculated under the methodology established in
      accordance with paragraph (a) in order to reflect additional
      considerations relating to performance.
		       
		(c)		For Vice Presidents and all other
      participants, the Chief Executive Officer shall determine and certify the
      amount of the Award, if any, to be made. The Chief Executive Officer may
      increase, decrease or eliminate, any Award calculated under the
      methodology established in accordance with paragraph (a) in order to
      reflect additional considerations relating to performance.
	       	 	       	
		(d)		
      Awards will be paid to
      the Participants following certification and no later than ninety (90)
      days following the close of the Year with respect to which the Awards are
      made, unless all or a portion of a Participant's Award is deferred
      pursuant to the Participant's timely and validly made election made in
      accordance with such terms as the Company, the Board or a committee
      thereof may determine. A timely election is one that satisfies the
      requirements of Section 409A (as defined in Section 15 below) and
      typically for performance based compensation must be made at least six
      months before the end of the Performance Period, provided that the
      Participant performs services continuously from the later of the beginning
      of the Performance Period or the date the performance criteria are
      established through the date an election is made and provided further that
      in no event may a deferral be made after such compensation has become
      readily ascertainable as set forth in Section 409A (as defined in Section
      15 below). 




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	       	(e)	       	
      The Company shall
      withhold from the payment of any Award hereunder any amount required to be
      withheld for taxes. 

	       	 	 	       
	       	(f)	       	
      In the event of a
      restatement of the Company's financial results to correct a material error
      resulting from fraud or intentional misconduct, as determined by the Board
      or the Committee, the Board, or the Committee, will review all
      compensation that was made pursuant to this Plan on the basis of having
      met or exceeded specific performance targets for performance periods
      beginning after June 30, 2008 which occur during the years for which
      financial statements are restated. If a lower payment of performance-based
      compensation would have been made to the Participants based upon the
      restated financial results, the Board or the Committee, as applicable,
      will, to the extent permitted by governing law and subject to the
      following sentence, seek to recoup for the benefit of the Company the
      amount by which the individual Participant's Award(s) for the restated
      years exceeded the lower payment that would have been made based on the
      restated financial results, plus a reasonable rate of interest; provided,
      however, that neither the Board nor the Committee will seek to recoup
      Awards paid more than three years prior to the date on which the Company
      announces the need for the applicable financial statements to be restated.
      The Board, or the Committee, will only seek to recoup Awards paid to
      Participants whose fraud or intentional misconduct was a significant
      contributing factor to the need for such restatement, as determined by the
      Board or the Committee, as applicable. 



4. Termination of Employment. 

     Except as may be specifically provided in an Award pursuant to Section
3(a), a Participant shall have no right to an Award under the Plan for any Year
in which the Participant is not actively employed by the Company or its
Subsidiaries on June 30 of such Year. When establishing Awards each Year, the
Committee may also provide that in the event a Participant is not employed by
the Company or its Subsidiaries on the date on which the Award is paid, the
Participant may forfeit his or her right to the Award paid under the Plan.


5. Administration. 

     The Plan will be administered by the
Committee. The Committee will have the authority to interpret the Plan, to
prescribe rules relating to the Plan and to make all determinations necessary or
advisable in administering the Plan. Decisions of the Committee with respect to
the Plan will be final and conclusive. 

6. Unfunded Plan. 

     Awards under the Plan will be paid
from the general assets of the Company, and the rights of Participants under the
Plan will be only those of general unsecured creditors of the Company.


7. Amendment or Termination of the Plan. The Committee may from time to time suspend,
revise, amend or terminate the Plan. 

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8. Applicable Law. 

     To the extent not preempted by federal law, the Plan shall be construed
in accordance with and governed by the laws of the State of California,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of
another jurisdiction. 

9. No Rights to Employment. 

     Nothing contained in the Plan shall
give any person the right to be retained in the employment of the Company or any
of its Subsidiaries. The Company reserves the right to terminate any Participant
at any time for any reason notwithstanding the existence of the Plan.


10. No Assignment. 

     Except as otherwise required by
applicable law, any interest, benefit, payment, claim or right of any
Participant under the Plan shall not be sold, transferred, assigned, pledged,
encumbered or hypothecated by any Participant and shall not be subject in any
manner to any claims of any creditor of any Participant or beneficiary, and any
attempt to take any such action shall be null and void. During the lifetime of
any Participant, payment of an Award shall only be made to such Participant.
Notwithstanding the foregoing, the Committee may establish such procedures as it
deems necessary for a Participant to designate a beneficiary to whom any amounts
would be payable in the event of any Participant's death. 

11. Gender, Number and References. 

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

12. Severability. 

     If any one or more of the provisions
contained in this Plan, or any application thereof, shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and all other applications thereof shall
not in any way be affected or impaired thereby. This Plan shall be construed and
enforced as if such invalid, illegal or unenforceable provision has never
comprised a part hereof, and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the invalid, illegal or
unenforceable provision or by its severance herefrom. In lieu of such invalid,
illegal or unenforceable provisions there shall be added automatically as a part
hereof a provision as similar in terms and economic effect to such invalid,
illegal or unenforceable provision as may be possible and be valid, legal and
enforceable.

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13. Requirements of Law. 

     The issuance of cash under the Plan shall be subject to all applicable
laws and to such approvals by any governmental agencies or national securities
exchanges as may be required. 

14. Non-Exclusive Plan. 

     The adoption of the Plan by the
Board shall not be construed as creating any limitations on the power of the
Board or a committee thereof to adopt such other incentive arrangements as it
may deem desirable. 

15. Section 409A Compliance. 

     To the extent applicable, it is
intended that this Plan and any Awards granted hereunder comply with the
requirements of Section 409A of the Code and any related regulations or other
guidance promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service ("Section 409A"). Any provision that
would cause the Plan or any Award granted hereunder to fail to satisfy Section
409A shall have no force or effect until amended to comply with Section 409A,
which amendment may be retroactive to the extent permitted by Section 409A.


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