exhibit10-1.htm


    EMPLOYMENT AGREEMENT

     

         THIS AGREEMENT (the “Agreement”), dated as of May 28, 2010, replaces in
its entirety that original employment agreement, dated August 25, 2006, as
amended and restated April 25, 2008 (the “Prior Agreement”), by and between THE
CLOROX COMPANY, a Delaware corporation (the “Company”), and Donald R. Knauss
(the “Executive”). 

     

    RECITAL 

     

         The Company and the Executive want to enter into a written agreement
concerning the terms of the Executive’s employment with the Company and the
terms of a termination of that employment. 

     

    TERMS OF AGREEMENT

     

    1. Term of Agreement.

     

         (a) The terms and conditions of this Agreement
shall commence immediately upon execution of this Agreement by the Executive and
the Company (the “Effective Date”) and shall end upon the earliest of (such
ending date, the “Date of Termination”) (i) the date one hundred eighty (180)
days after a notice by either party or (ii) the date upon which the Executive’s
employment is terminated in accordance with Section 4. Following expiration of
this Agreement by notice by either party under Section 1(a)(i), any continuation
of the Executive’s employment shall be at-will, but shall be subject to the
survival of the provisions of Sections 4(c), 5 and 16. Upon any termination of
the Executive after expiration of this Agreement, Section 6 shall not apply.


     

         (b) Either party may give notice at any time to
the other party of termination of the Executive’s employment under Section 4(a)
or 4(b). 

     

    2. Position; Duties;
Responsibilities. 

     

         (a) Position. The Company agrees to employ the Executive,
and the Executive agrees to be employed by the Company subject to the terms and
conditions of this Agreement. The Executive shall serve as Chairman of the Board
of Directors of the Company (the “Board”), subject to the Board’s discretion,
and Chief Executive Officer (“CEO”), reporting to the Board. During the term of
this Agreement, the Board shall nominate the Executive for reelection as a
member of the Board at the expiration of each then-current Board term. The
Executive shall devote his best efforts and the equivalent of full-time
employment to the performance of the services customarily incident to the
Executive’s office and to such other services as may be reasonably requested by
the Board, consistent with his offices, titles and positions. The Company shall retain full direction and
control of the means and methods by which the Executive performs the above
services and, subject only to paragraph 4(b)(iii)(C) below, of the place(s) at
which such services are to be rendered. 

     

    

    
    



         (b) Other Activities. Excluding any periods of vacation and sick
leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal hours to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive’s reasonable best efforts to
perform faithfully and efficiently such responsibilities. It shall not be a
violation of this Agreement for the Executive to (i) serve on corporate, civic
or charitable boards or committees, provided that with respect to any corporate
board, such service has been pre-approved by the Presiding Director of the
Company (or if Executive is not serving as the Chairman of the Board, by the
Chairman), (ii) deliver lectures or fulfill speaking engagements or teach at
educational institutions on a part-time basis not to exceed five hours per week
in the aggregate and (iii) manage personal investments, so long as such
activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive’s
responsibilities to the Company. 

     

    3. Salary; Incentive Compensation; Benefits;
Expenses. 

     

         (a) Salary. In consideration of the services to be
rendered hereunder, including, without limitation, services to any affiliate of
the Company (an “Affiliated Company”), the Executive shall be paid an annual
base salary, as increased or decreased from time to time (“Annual Base Salary”),
payable at the times and pursuant to the procedures regularly established, as
they may be amended by the Company during the course of this Agreement. The
Annual Base Salary shall be reviewed periodically for increase (or decrease to
the extent permitted hereunder) in accordance with the Company’s regular
administrative practice for adjusting salaries of “Executive Officers”
(i.e., the Executive and the other members of the
Clorox Executive Committee). The Company may reduce the Executive’s Annual Base
Salary only if the annual base salaries of all other Executive Officers of the
Company are at the same time being similarly reduced and if the percentage of
reduction of the Executive’s Annual Base Salary does not exceed the largest
percentage reduction of any Executive Officer. 

     

         (b) Incentive Compensation
Plans. The Executive shall
be entitled to participate in such incentive compensation plans, whether
cash-based, stock-based or otherwise, that the Company may maintain from time to
time, on a basis that is no less favorable than that provided generally to
Executive Officers of the Company. 

     

         (c) Benefits. As he becomes eligible therefor, the Company
shall provide the Executive, his spouse and his eligible dependents with the
right to participate in and to receive benefits from all present and future
welfare benefit plans, practices, policies and programs (including, without
limitation, medical, prescription drugs, dental, disability, salary continuance,
severance pay, employee life, group life, accidental death and travel accident
insurance plans and programs), all incentive savings and retirement plans,
practices and programs and all similar benefits, made available generally to
Executive Officers of the Company. The amount and extent of benefits to which
the Executive is entitled shall be governed by each specific benefit plan, as it
may be amended from time to time. The Company may suspend or terminate any
benefit plan described in this Section 3(c). The Executive shall also be
entitled to the benefits described in Sections 3(d), 3(e) and 3(f) below.


     

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         (d) Supplemental Executive Retirement
Plan. The Executive shall
be eligible to receive supplemental executive retirement plan benefits equal to
the greater of the amount attributable to the Company SERP or the Replacement
SERP, as described below: 

     

              (i) Company SERP. The Executive will be eligible to
participate in the Company’s Supplemental Executive Retirement Plan (the
“Company SERP”) in accordance with the terms and conditions of the Company SERP
as in effect from time to time; provided, however, that the Executive shall be
fully vested and eligible for an Early Retirement Benefit at Separation of
Employment (each such term as defined under the Company SERP), upon completion
of seven (7) years of service with the Company, and otherwise as provided in the
Company SERP. The Company expects to review the Company SERP as part of an
overall review of retirement benefits and the Company SERP may change as a
result of such review, in the Company’s discretion. 

     

              (ii) Replacement SERP. The Company shall also establish a
supplemental executive retirement plan for the benefit of the Executive (and his
surviving spouse in the event of the Executive’s death) that duplicates the
rights and benefits the Executive would have been entitled to under The Employee
Retirement Plan of The Coca-Cola Company, as in effect on August 25, 2006, and
The Coca-Cola Company Supplemental Pension Plan, as in effect on April 25, 2008
(collectively, the “Coca-Cola Plans”), had his employment with The Coca-Cola
Company continued until the Executive’s retirement or other termination of
employment with the Company (the “Replacement SERP”) and which shall be subject
to the following terms for purposes of attributing the amount attributable to
the Replacement SERP: 

     

                   (A) final average compensation for purposes of the Replacement SERP shall
include the actual Annual Base Salary and bonuses paid by the Company to the
Executive and, to the extent needed to obtain five years of consecutive annual
compensation, the Executive’s actual annual base salary and bonuses paid by The
Coca-Cola Company prior to the Executive’s retirement from The Coca-Cola
Company; 

     

                   (B) the Executive shall be fully vested at all times in the Replacement SERP
benefit; and 

     

                   (C) the Executive’s service with The Coca-Cola Company under such plans shall
be credited as service under the Replacement SERP and any benefits to which the
Executive becomes entitled under the Replacement SERP shall be offset by
benefits received by the Executive under the Coca-Cola Plans. 

     

         (e) Vacation. The Executive will be entitled to five (5)
paid weeks of vacation per year during each year of the term of this Agreement
in accordance with the Company’s vacation policy generally applicable to
Executive Officers. 

     

         (f) Retiree Benefits. Upon completion of seven (7) years of
continuous employment with the Company, the Executive will be deemed retiree
eligible under all welfare benefit, equity and other incentive plans and
programs (other than tax-qualified pension and 401(k) plans) applicable to
Executive Officers of the Company under the terms and conditions of such plans
and programs as in effect from time to time; provided, however, that such
treatment shall not apply to the extent
the Executive is entitled to retiree benefits from The Coca-Cola Company, on a
benefit-by-benefit and coverage-by-coverage basis, that duplicate retiree
benefits available to the Executive by the Company. 

     

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         (g) Change in Control. The Company and the Executive have entered
into an Amended and Restated Change in Control Agreement (as defined in Section
9) governing the terms and conditions related to a Change in Control of the
Company, as defined therein. 

     

    4. Termination of
Employment. 

     

         (a) By Company For Cause. The Company may terminate the Executive’s
employment for Cause (as defined below in this Section 4(a)) at any time. The
Company shall pay the Executive the salary to which he is entitled pursuant to
Section 3(a) through the Date of Termination and his accrued vacation and,
except as otherwise specifically provided under this Agreement or the terms of a
plan, policy or program maintained by the Company and then in effect, thereafter
the Company’s obligations hereunder shall terminate. In the event of a
termination for Cause, the Executive shall not be entitled to any unpaid award
pursuant to Section 3(b) for the prior fiscal year or the fiscal year in which
termination occurs. All other awards shall be governed by the applicable terms
under which they were granted. Termination shall be for “Cause” if:


     

              (i) the Executive willfully neglects significant duties he is required to
perform or willfully violates a material Company policy, and, after being warned
in writing, continues to willfully neglect such duties or continues to willfully
violate such specified Company policy; 

     

              (ii) the Executive commits a material act of dishonesty, fraud,
misrepresentation or other act of moral turpitude; 

     

              (iii) the Executive acts (or omits to act) with gross negligence with regard to
material matters in the performance of the Executive’s duties hereunder; or


     

              (iv) the Executive willfully disregards a lawful direction of the Board.


     

    For purposes of this
provision, no act or failure to act, on the part of the Executive, shall be
considered “willful” unless it is done, or omitted to be done, by the Executive
in bad faith or without reasonable belief that the Executive’s action or
omission was in the best interests of the Company. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the Board or
based upon the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company. The cessation of employment of the Executive
shall not be deemed to be for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the Board (excluding the
Executive) at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, the Executive is guilty of the conduct
described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the
particulars thereof in detail. 

     

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         (b) By the Executive or the Company At
Will.

     

              (i) Termination by the Company. The Company may, at any time, terminate the
Executive’s employment without Cause. If the Company terminates the Executive’s
employment without Cause prior to the Executive’s attaining age 65, the
severance payment provisions of Section 6 shall apply and the Company shall have
no additional liability. If the Company terminates the Executive’s employment
without Cause upon or subsequent to the Executive’s attaining age 65, then
Section 4(b)(iv) shall apply instead of this Section 4(b)(i). The Executive
hereby agrees that the Company may terminate his employment under this Section
4(b)(i) without regard to (A) any general or specific policies (whether written
or oral) of the Company relating to the employment or termination of its
employees, or (B) any statements made to the Executive, whether made orally or
contained in any document, pertaining to the Executive’s relationship with the
Company. Nothing in this Section 4(b)(i) shall prevent the Company from
exercising its right under Section 4(a) to terminate the Executive’s employment
for Cause, and such a termination shall not give rise to damages under Section
6.

     

         For the avoidance of doubt, termination of employment by the Company on
account of the Executive's Disability shall not be treated as a termination by
the Company without Cause under this Section 4(b)(i). “Disability” for purposes
of this Agreement shall mean the Executive (A) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (B) is receiving
income replacement benefits for a period of not less than three months under the
Company's accident and health plans by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months. In the
event that the Executive's employment is terminated on account of Disability,
the Executive shall be entitled to those payments and benefits that are (x)
required by applicable law, (y) provided for under the terms of a plan, policy
or program maintained by the Company and then in effect, or (z) provided under
Section 4(b)(iv), if applicable, and the Company shall have no additional
liability.

     

              (ii) Termination by the Executive Without Good
Reason. Except in the case
of Good Reason as provided below in Section 4(b)(iii) or Retirement or other
termination covered by Section 4(b)(iv) below, the Executive may, upon giving at
least ten (10) business days’ written notice to the Company, terminate his
employment, without liability, for any reason. If the Executive terminates his
employment pursuant to this Section 4(b)(ii), the Company shall pay the
Executive the salary to which the Executive is entitled pursuant to Section 3(a)
and his accrued vacation through the end of the ten (10) business days notice
period. Except as otherwise specifically provided under this Agreement,
thereafter the Company’s obligations hereunder shall terminate. The Executive
shall not be entitled to any award pursuant to Section 3(b) for the fiscal year
in which he terminates his employment under this Section 4(d)(ii).

     

              (iii) Termination by the Executive For Good
Reason. The Executive may
terminate his employment for Good Reason provided he delivers a written notice
to the Company of the existence of one or more of the conditions set forth below
within a period not to exceed 90 days of the initial existence of the condition.
Thereafter, the Company shall have 30 days during which it may remedy the
condition and thereby cure the event or circumstance constituting "Good Reason."
If the Executive terminates his employment for Good Reason, the severance
payment provisions of Section 6 shall apply and the Company shall have no
additional liability. Termination by the Executive shall be for Good Reason if
any of the following occurs prior to the Executive’s attaining age
65:

     

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                   (A) the Executive is assigned duties inconsistent in any material respect
with the Executive’s position as CEO (including offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
2(a) of this Agreement, or the Company takes any other action 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 Executive and also excluding for this purpose any
change in the Executive’s service as Chairman of the Board due to the
appointment of a non-executive Chairman of the Board;

     

                   (B) the Company fails to comply with any of the material provisions of
Section 3 of this Agreement, 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
Executive;

     

                   (C) the Company requires the Executive to be based at any office or location
which increases his commute by more than 50 miles;

     

                   (D) the Company purports to terminate the Executive’s employment other than
as expressly permitted by this Agreement; or

     

                   (E) the Company fails to obtain from any successor (whether directly or
indirectly, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company the express
assumption and agreement to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession had taken place.

     

    Notwithstanding the
above, a failure by the Company’s stockholders to elect the Executive to the
Board shall not constitute Good Reason, but a failure by the Board to nominate
the Executive to the Board at any time shall constitute Good
Reason.

     

    For the avoidance of
doubt, this Section 4(b)(iii) shall not apply upon or subsequent to Executive’s
attaining age 65.

     

              (iv) Termination Due to Executive’s
Retirement. The Executive
may terminate his employment upon giving at least three (3) months’ written
notice to the Company, provided that he is vested in his accrued benefit
pursuant to the Company SERP upon the Date of Termination. Such a termination,
and any termination under Sections 4(b)(i) through (iii), or due to Executive’s
Disability, upon or subsequent to Executive’s attaining age 65, shall constitute
“Retirement” for purposes of this Agreement. Upon the Executive’s Retirement,
the Company shall pay the Executive the salary and accrued vacation to which he
is entitled pursuant to Section 3(a) and Section 3(f) through the last day of
his employment. The Executive also shall receive any prior completed fiscal
year’s earned and unpaid annual incentive bonus. In addition, the Executive
shall be entitled to receive a pro-rata portion calculated upon the portion of
the fiscal year during which the Executive was employed of the Executive’s AIP
and/or EIC Plan award for the fiscal year of his Retirement. The award will be
paid after the close of the fiscal year at the same time that AIP and EIC Plan
award payments are made to employed executives; provided, however, that if the
Executive is a Specified Employee (as defined in Section 1.409A-1(i) of the
Treasury Department Regulations) on the Date of Termination, such payments shall
be made in accordance with Section 4(d) below. The award will be a percentage of
the Executive’s AIP and/or EIC Plan Bonus Target award for that fiscal year
based upon the application of the overall corporate results factor and the
division and/or functional results factor, if applicable (or other financial
results factor(s) then applicable), of the AIP and/or EIC Plan award calculation
matrix. The award will not be based on any personal objectives factor; thus, the
individual modifier to be applied to the corporate and business and/or
functional results, if any, will be calculated at 100%.

     

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              (v) Termination of Employment Following Notice of
Termination. In the event
the Executive’s employment is terminated for any reason upon termination of the
Agreement or thereafter following a notice of termination by either party
pursuant to Section 1 (and subject to the applicable provisions of Section
4(b)(iv) for the Executive’s Retirement (including a termination treated as due
to Retirement under Section 4(b) on or following attaining age 65) prior to
termination of the Agreement), the Company shall pay the Executive the salary
and accrued vacation to which he is entitled pursuant to Section 3(a) and
Section 3(e) through the date of such termination of the Executive’s employment,
and, except as otherwise specifically provided under this Agreement, thereafter
the Company’s obligations hereunder shall terminate. For the avoidance of doubt,
the Executive shall not be entitled to any award pursuant to Section 3(b) for
the fiscal year in which his employment terminates pursuant to this Section
4(b)(v), except as provided otherwise in this Section 4(b)(v).

     

         (c) Termination Obligations.

     

              (i) The Executive hereby acknowledges and agrees that all personal property
and equipment furnished to or prepared by the Executive in the course of or
incident to his employment belong to the Company and shall, if physically
returnable, be promptly returned to the Company upon termination of his
employment. “Personal property” includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other
documents, computer media or materials, or copies thereof, and Proprietary
Information (as defined in Section 5(a) below), but does not include the
Executive’s rolodex or address book. Following termination, the Executive will
not retain any written or other tangible material containing any Proprietary
Information.

     

              (ii) Upon termination of his employment, the Executive shall be deemed to have
resigned from all offices and directorships then held with the Company or any
Affiliated Company, and will execute a letter of resignation if
requested.

     

              (iii) The Executive’s obligations under Sections 4(b), 4(c), 5, 7 and 14, and
the Company’s obligations under Sections 3(c) (in accordance with the terms of
the applicable plan), 3(d), 3(f), 4, 6, 14, 16 and this Section 4(c)(iii), and
the Executive’s entitlement to payment or reimbursement of his business expenses
incurred in accordance with the Company’s policy through the Date of
Termination, shall survive termination of the Executive’s employment and, other
than Section 4(b), the expiration of this Agreement.

     

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         (d) Specified Employee. Notwithstanding the foregoing, if the
Executive is a Specified Employee (as defined in Section 1.409A-1(i) of the
Treasury Department Regulations) on the Date of Termination:

     

              (i) all payments specified in Section 4(a), Section 4(b)(i), Section
4(b)(iii) or Section 6 that are subject to Code Section 409A (as defined in
Section 18), but do not constitute “short-term deferrals” under Treasury
Department Regulation Section 1.409A-1(b)(4) (“short-term deferrals”), may be
made to the extent that the amount does not exceed two times the lesser of (A)
the sum of the Executive's annualized compensation based upon the annual rate of
pay for services provided to the Company for the taxable year preceding the
termination, or (B) the maximum amount ($245,000 in 2010) that may be taken into
account pursuant to Section 401(a)(17) of the Internal Revenue Code (the "Code")
for the year in which the Executive has terminated. Any amounts exceeding such
limit may not be made before the earlier of the date that is six (6) months
after the Date of Termination or the date of death of the Executive; or


     

              (ii) all payments specified in Section 4(b)(ii) or Section 4(b)(iv) that are
subject to Code Section 409A (as defined in Section 18), but do not constitute
short-term deferrals, may not be made before the earlier of the date that is six
(6) months after the Date of Termination or the date of death of the
Executive.

     

    Furthermore, any
payments pursuant to this Section 4 or Section 6 shall be postponed until six
(6) months following the end of any consulting period so long as the Executive
continues to work on a consulting basis for the Company following termination
and such consulting requires the Executive to work more than 20% of his average
hours worked during the 36 months preceding his termination. Any payments that
were scheduled to be paid during the six (6) month period following the
Executive's Date of Termination, but which were delayed pursuant to this Section
4(d), shall be paid without interest on, or as soon as administratively
practicable after, the first day following the six (6) month anniversary of the
Executive's Date of Termination (or, if earlier, the date of Executive's death).
Any payments that were originally scheduled to be paid following the six (6)
months after the Executive's Date of Termination, shall continue to be paid in
accordance to their predetermined schedule.

     

    5. Post Termination
Obligations.

     

         (a) Proprietary Information
Defined. “Proprietary
Information” is all information and any idea in whatever form, tangible or
intangible, pertaining in any manner to the business of the Company or any
Affiliated Company, or to its clients, consultants or business associates,
unless: (i) the information is or becomes publicly known through lawful means;
(ii) the information was rightfully in the Executive’s possession or part of his
general knowledge prior to his employment by the Company; or (iii) the
information is disclosed to the Executive without confidential or proprietary
restriction by a third party who rightfully possesses the information (without
confidential or proprietary restriction) and did not learn of it, directly or
indirectly, from the Company.

     

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         (b) General Restrictions on Use of Proprietary
Information. The Executive
agrees to hold all Proprietary Information in strict confidence and trust for
the sole benefit of the Company and not to, directly or indirectly, disclose,
use, copy, publish, summarize or remove from Company’s premises any Proprietary
Information (or remove from the premises any other property of the Company),
except (i) during his employment to the extent necessary to carry out the
Executive’s responsibilities under this Agreement, (ii) after termination of his
employment as specifically authorized in writing by the Board, and (iii)
pursuant to a subpoena; provided, however, that prior to responding to any
subpoena, the Executive shall give notice to the Company and an opportunity for
the Company to object to such subpoena.

     

         (c) Non-Solicitation and
Non-Raiding. To forestall
the disclosure or use of Proprietary Information in breach of Section 5(b), and
in consideration of this Agreement, the Executive agrees that for a period of
two (2) years after termination of his employment, he shall not, for himself or
any third party, directly or indirectly solicit for employment any person
employed by the Company, or by any Affiliated Company, during the period of such
person’s employment and for a period of one year after the termination of such
person’s employment with the Company.

     

         (d) Contacts with the Press. Following termination, the Executive will
continue to abide by the Company’s policy that prohibits discussing any aspect
of Company business with representatives of the press without first obtaining
the permission of the Company’s Corporate Communications
Department.

     

         (e) Remedies. Nothing in this Section 5 is intended to
limit any remedy of the Company under the California Uniform Trade Secrets Act
(California Civil Code Section 3426) or otherwise available under law.


     

    6. Severance Payments;
Release. 

     

         (a) Severance Payments. The Company and the Executive acknowledge
that it would be impractical or extremely difficult to fix the Executive’s
actual damages in the case of termination at will by the Company pursuant to
Section 4(b)(i) or in the case of a termination by the Executive for Good Reason
pursuant to Section 4(b)(iii). Therefore, in the event of such a termination and
notwithstanding any other provision of this Agreement, in exchange for and in
consideration of the Executive’s execution and non-revocation of a General
Release (“Release”) in a form substantially equivalent to the attached Exhibit,
which may be amended by the Company, from time to time, to conform to applicable
law, and subject to the mitigation provisions of Section 6(b), the Executive
shall be entitled to severance payments made up of the following components:


     

              (i) Salary Component.

     

         Payment, promptly after termination and in any event within 30 days after
the Date of Termination, of a lump sum amount equal to the product of (A) two
(2) and (B) the Executive’s Annual Base Salary on the Date of Termination.


     

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              (ii) AIP and EIC Plan Components.

     

                   (A) Payment, promptly after termination and in any event within 30 days after
the Date of Termination, of a lump sum amount equal to the product of (A) two
(2) and (B) 75% of his Average Annual Bonus (as defined below).

     

                   (B) A pro-rata portion calculated upon the portion of the fiscal year during
which the Executive was employed of the Executive’s AIP and/or EIC Plan award
for the fiscal year in which the Executive’s employment terminated. The
pro-rated award will be paid after the close of the fiscal year at the same time
that AIP and EIC Plan award payments are made to then employed executives;
provided, however, that if the Executive is a Specified Employee (as defined in
Section 1.409A-1(i) of the Treasury Department Regulations) on the Date of
Termination, such payments shall be made in accordance with Section 4(d) above.
The award will be a percentage of the Executive’s AIP and/or EIC Plan target
award for such fiscal year based upon the application of the overall corporate
results factor and the division and/or functional results factor, if applicable,
of the AIP and/or EIC Plan award calculation matrix. The award will not be based
on any personal objectives factor; thus, the individual modifier to be applied
to the corporate and business and/or functional results, if any, will be
calculated at 100%.

     

    The “Average Annual
Bonus” shall mean the average annual incentive bonus that the Executive received
for the three (3) completed fiscal years immediately preceding the Date of
Termination, or the average annual incentive bonus that the Executive received
for the actual number of completed fiscal years immediately preceding the Date
of Termination if less than three (3), under the Company’s Annual Incentive Plan
(“AIP Plan”) and/or the Company’s Executive Incentive Compensation Plan (“EIC
Plan”).

     

              (iii) Medical/Dental Plans
Component.

     

                   (A) The Company shall provide the Executive with the benefits described in
either paragraph (1) or (2) below, as follows:

     

                        (1) if the Executive participated in a company self-insured medical plan
(which does not satisfy the requirements of Section 105(h)(2)) immediately prior
to the Date of Termination, then (a) the Executive shall have the right to
continue in such plan for a period of up to two (2) years (as determined below)
following the date on which his coverage would otherwise terminate under such
plan on account of termination of employment by paying the Executive’s portion
of the applicable premiums (or the entire amount of such applicable premiums if
the Company’s payments under (b) below are paid directly to the Executive),
without for this purpose taking into account any health care continuation rights
under COBRA (as defined below) and (b) the Company shall pay or cause to have
paid on the Executive's behalf an amount equal to the Company's portion of the
premiums payable for a period of up to two (2) years (as determined below)
starting from the Date of Termination, under the Company's group health plans
for providing Medical Insurance Coverage to the Executive and to those family
members covered through the Executive under the Medical Insurance Coverage in
effect at the time of the commencement of the Separation Period. Such coverage
described in (a) above shall be provided under the group health plans in which
Executive and his covered family members are participating at the time of the
commencement of the Separation Period or subsequently elect in accordance with
the Company's applicable established procedures. Subject to Section 4(d), the
Company shall pay or cause to be paid all amounts due under this Section
6(a)(iii)(A) in up to two annual installments, with the first installment due or
credited within thirty (30) days after the Date of Termination and a subsequent
installment being made or credited on the anniversary thereof; provided,
however, that either installment shall be pro-rated or eliminated to the extent
that Executive becomes eligible for other health coverage through a subsequent
employer or reaches the age of 65 years during the year covered by the
installment; or

     

    10

     

    

    
    


                        (2) if paragraph (1) above is not applicable (because the Executive
participated in a health benefit program to which Section 105(h) is not
applicable, such as the Company's HMO immediately prior to the Date of
Termination), the Company shall continue to provide benefits under such health
plan on the same basis as for an employee of the Company for a period of up to
two (2) years (as determined below) starting from the Date of
Termination.

     

    Each continued health
benefit described herein shall cease upon the earliest of: (i) two years from
the Date of Termination; (ii) the Executive’s 65th birthday; or (iii) the Executive’s
eligibility for the same type of health benefit (i.e., medical, dental or vision
coverage) under a subsequent employer’s group health plans. Any period of
participation hereunder shall not be subtracted from the period of months for
which the Executive is eligible for benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"). As such, upon the cessation of
coverage under this Section 6(a)(iii)(A), the Executive shall be entitled to
elect continued coverage under COBRA (at the Executive's sole expense) for the
full period the Executive would have otherwise been entitled to had the
Executive’s qualifying event (within the meaning of COBRA) occurred on the date
of such cessation of coverage.

     

    The Executive shall not
participate in any other Company sponsored welfare benefit plans after the
termination of employment.

     

                   (B) In addition, if upon termination of employment the Executive has
completed at least seven (7) years of service with the Company, the Executive
shall continue to have the right to participate in group health plans as and if
offered to former employees whose employment terminated at or after age 55 with
ten (10) or more years of service on the same terms and conditions as for such
former employees including premium contributions from the Executive as in effect
from time to time. Such right to participate shall apply from the time such
coverage would otherwise terminate pursuant to Section 6(a)(iii)(A) and shall
continue until the Executive attains age 65; thereafter the Executive may
participate in the Company’s Retiree Health Plan as and if it may exist from
time to time in the future (provided, not more than seven (7) years of service
shall be required for eligibility thereunder), if he would be eligible to
participate pursuant to the terms of that Plan; provided, however, that such
coverage shall not be provided to the extent the Executive is entitled to
retiree benefits from The Coca-Cola Company, on a benefit-by-benefit and
coverage-by-coverage basis, that duplicates the retiree benefits available to
the Executive by the Company.

     

         The parties acknowledge that the amounts and benefits provided in this
Section 6(a) constitute a reasonable estimate of and compensation for any
damages the Executive may suffer as the result of his termination of employment
under this Agreement.

     

    11

     

    

    
    


         If the Executive does not execute, or having executed, effectively
revokes the Release, the Company will not be obligated to provide any benefits
or payments of any kind to the Executive.

     

              (iv) LTC Program Component.

     

                   (A) If the Executive is vested in his accrued benefit under the Company SERP
pursuant to Section 3(d)(i) herein, then for purposes of the Stock-Based
Long-Term Incentive Compensation Program (“LTC Program”) his termination of
employment will be deemed to be a Termination of Employment Due to Retirement.
If the Executive is not eligible for benefits under the Company SERP, all LTC
Program awards which remain at the Date of Termination will be treated pursuant
to subsection (B) below.

     

                   (B) If the Executive is not eligible for benefits under the Company SERP
pursuant to Section 6(a)(iv)(A) above, then for purposes of all LTC Program
awards, he will be deemed to have terminated employment on the day prior to his
Date of Termination. Whether any LTC Program award is forfeited in such a case
will be determined by the terms of the award and the plan pursuant to which it
was awarded.

     

                   (C) Anything in this Agreement to the contrary notwithstanding, the terms of
Executive’s Restricted Stock Unit Award Agreement and Stock Option Award
Agreement, both dated October 2, 2006 (“Initial Awards”), shall not be amended,
deemed to have been amended or otherwise affected by this Agreement and in all
respects shall continue to be governed by the terms in effect prior to the
effectiveness of this Agreement.

     

         (b) Coordination of Benefits. The Executive’s medical and dental benefit
coverage under Section 6(a)(iii)(A) and/or (B) shall be secondary to medical
and/or dental coverage that the Executive becomes eligible to receive from a
subsequent employer or are duplicated by such benefits by a prior employer. If
medical and dental benefit coverage ceases to be provided by the subsequent or
prior employer, as the case may be, the Executive may have his medical and
dental benefit coverage from the Company become his primary coverage again. The
Executive’s right to medical and dental continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 shall commence after the
conclusion of coverage under Section 6(a)(iii)(A) and/or (B), as the case may
be.

     

         (c) Lack of Participation in Qualified Plans,
Other Employee Benefit Plans. Upon termination of employment the Executive shall cease to participate
actively in any qualified benefit plan maintained by the Company, such as the
Pension Plan and the 401(k) Plan, and the Executive shall also cease to
participate actively in any welfare benefit plan maintained by the Company,
except as otherwise provided in Section 6(a)(iii) above or under the terms of
such plan. No employee or employer contributions will be made to any qualified
benefit plan based on any bonus paid after the termination of the Executive’s
employment.

     

    7. Successors.

     

         (a) This Agreement is personal to the Executive
and without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.

     

    12

     

    

    
    


         (b) This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns.

     

         (c) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, “Company” shall mean the Company as
herein before defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

     

    8. Notices. All notices or
other communications required or permitted hereunder shall be made in writing.
Notice shall be effective on the date of delivery if delivered by hand upon
receipt, on the first business day following the date of dispatch if delivered
utilizing next day service by a recognized next day courier to the applicable
address set forth below, or if mailed, three (3) business days after having been
mailed, postage prepaid, by certified or registered mail, return receipt
requested, and addressed to the applicable address set forth below. Notice given
by facsimile shall be effective upon written confirmation of receipt of the
facsimile.

     

    
      	If to the Executive:
	  
	To the residence address for the Executive last shown on the
      Company’s payroll records.
	   
	If to the Company:
	  
	The Clorox Company
	1221 Broadway
	Oakland, California 94612
	Attention: General Counsel
	Fax: (510) 271-1696


    


    or to such other address
as either party shall have furnished to the other in writing in accordance
herewith. 

     

    9. Entire Agreement. Together with the
Amended and Restated Change in Control Agreement, dated April 25, 2008, between the Executive and the Company
(the “Amended and Restated Change in Control Agreement”), the terms of this
Agreement are intended by the parties to be the final expression of their
agreement with respect to the employment of the Executive by the Company and may
not be contradicted by evidence of any prior or contemporaneous agreement. The
parties further intend that this Agreement and said Amended and Restated Change
in Control Agreement shall constitute the complete and exclusive statement of
their terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving either Agreement.
The Amended and Restated Change in
Control Agreement and this Agreement supersede any prior agreements, written or
oral, between the Company and the Executive concerning the terms of Executive’s
employment, except respecting the Initial Awards, and, solely for purposes of
the Amended and Restated Change in Control Agreement, the effectiveness of this
Agreement is deemed to be a notice and consummation of non-renewal of the Prior
Agreement. 

     

    13

     

    


    
    



    10. Amendments; Waivers. This Agreement
may not be modified, amended, or terminated except by an instrument in writing,
signed by the Executive and by a duly authorized representative of the Company
other than the Executive. By an instrument in writing similarly executed, either
party may waive compliance by the other party with any provision of this
Agreement that such other party was or is obligated to comply with or perform,
provided, however, that such waiver shall not operate as a waiver of, or
estoppel with respect to, any other or subsequent failure. No failure to
exercise and no delay in exercising any right, remedy, or power hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, or power hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, or power provided herein or by law
or in equity. 

     

    11. Severability. If any one or
more of the provisions contained in this Agreement, 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 Agreement 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. 

     

    12. Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California, without reference to principles of conflict of laws. The captions of
this Agreement are not part of the provisions hereof and shall have no force or
effect. 

     

    13. Executive Acknowledgment;
Expenses. The Executive
acknowledges (a) that he has consulted with or has had the opportunity to
consult with independent counsel of his own choice concerning this Agreement and
has been advised to do so by the Company, and (b) that he has read and
understands the Agreement, is fully aware of its legal effect, and has entered
into it freely based on his own judgment. The Company shall pay the Executive’s
professional expenses incurred to negotiate and prepare this Agreement and all
related agreements. 

     

    14. Arbitration. Any controversy
between the Executive, his heirs or estate and the Company or any employee of
the Company, including, but not limited to, those involving the construction or
application of any of the terms, provisions or conditions of this Agreement or
otherwise arising out of or related to this Agreement, shall be settled by
arbitration before a single arbitrator in accordance with the then current
commercial arbitration rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator may be entered by any court
having jurisdiction thereof. The location of the arbitration shall be San
Francisco, California if the Executive’s current or most recent location of
employment with the Company is or was
located in Alameda or Contra Costa County, California. If it is or was
elsewhere, the arbitration shall be held at the city nearest to the Executive’s
last location of employment with the Company that has an office of the American
Arbitration Association. The arbitrator shall, to the extent that the Executive
prevails in the arbitration, award attorney’s fees to the Executive. 

     

    14 

     

    

    
    


    15. Representation. The Executive
represents and warrants to the Company that he has the legal right to enter into
this Agreement and to perform all of the obligations on his part to be performed
hereunder in accordance with its terms and that he is not a party to any
agreement or understanding, written or oral, which could prevent him from
entering into this Agreement or performing all of his obligations
hereunder. 

     

    16. Indemnification.

     

    The Company agrees to
indemnify the Executive and hold him harmless to the fullest extent permitted by
the Company’s certificate of incorporation, bylaws and applicable law against
and in respect to any and all actions, suits, proceedings, claims, demands,
judgments, costs, expenses, losses, and damages resulting from the Executive’s
good faith performance of his duties and obligations with the Company. The
Company shall insure the Executive under any contract of directors and officers
liability insurance, insuring members of the Board, during his employment and
tenure as a Board member and thereafter for so long as he may be subject to
liability for such acts or omissions in the performance of his duties and
obligations to the Company.

     

    17. Withholdings. The Company may
withhold from any amounts payable pursuant to this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation. 

     

    18. Code Section 409A. To the extent
applicable, it is intended that this Agreement and any payment made hereunder
shall comply with the requirements of Section 409A of the Internal Revenue Code,
and any related regulations or other effective guidance promulgated with respect
to such Section by the U.S. Department of the Treasury or the Internal Revenue
Service (“Code Section 409A”). In the event that (i) the Executive incurs any
additional tax or interest charge under Code Section 409A or any penalties or
other costs in connection with the imposition thereof, and (ii) the imposition
of such additional tax and interest charge was caused by an act or omission by
the Company, except with the Executive's knowledge and written consent (which
exception shall only apply to compensation to which the Executive does not have
a legally binding right within the meaning of Code Section 409A on the Effective
Date), the Company shall indemnify the Executive for, and hold the Executive
fully harmless from, such additional tax or interest charge and any penalties
and other out-of-pocket costs incurred by the Executive in connection with the
imposition thereof, which amount or amounts shall be paid to the Executive not
later than the last day of the Executive’s taxable year immediately following
the taxable year in which he remits such additional tax or interest to the
applicable tax authorities.  Any provision that would cause the Agreement or any payment hereof to
fail to satisfy Code Section 409A shall have no force or effect until amended to
the minimum extent required to comply with Code Section 409A, which amendment
may be retroactive to the extent permitted by Code Section 409A. 

     

    15 

     

    

    
    


    19. No Mitigation. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except as specifically provided in Section
6(b), such amounts shall not be reduced if the Executive obtains other
employment. 

     

    20. Inconsistency. In the event of
any inconsistency between (a) this Agreement and (b) any other plan, program,
practice or agreement in which the Executive participates or is a party, this
Agreement shall control unless such other agreement provides explicitly to the
contrary. 

     

    21. Counterparts. This Agreement
may be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instruments.
One or more counterparts of this Agreement may be delivered by facsimile, with
the intention that delivery by such means shall have the same effect as delivery
of an original counterpart thereof. 

     

         The parties have duly executed this Agreement as of the date that first
appears at the beginning of this Agreement. 

     

    
      	
            	The Company:
	
            	THE CLOROX COMPANY
	
            	   
	
            	By:  	/s/ George J. Harad
	
            	Its:  Director and Chair,
      Management, Development
and Compensation Committee
	 	 
	
            	The Executive:
	
            	/s/ Donald
      R. Knauss


    


    16 

     

    

    
    


    EXHIBIT 

     

    GENERAL RELEASE 

     

    This document is an important one. You should review it carefully and, if
you agree to it, sign at the end on the line indicated. 

     

    You have 21 days to sign this Release, during which time you are advised
to consult with an attorney regarding its terms. 

     

    After signing this Release, you have seven days to revoke it. Revocation
should be made in writing and delivered so that it is received by the Corporate
Secretary of The Clorox Company, 1221 Broadway, Oakland, CA 94612 no later than
4:30 p.m. on the seventh day after signing this Release. If you do revoke this
Release within that time frame, you will have no rights under it. This Release
shall not become effective or enforceable until the seven day revocation period
has expired. 

     

    The agreement for payment of consideration in paragraph 2 will not become
effective until the seven day revocation period has passed. 

     

         This GENERAL RELEASE is entered into between The Clorox Company
(hereinafter referred to as "Employer") and _____________________ (hereinafter
referred to as "Executive"). Defined terms used in this General Release not
defined herein shall have the meaning set forth in the Employment Agreement (as
defined below). Employer and Executive agree as set forth herein, including as
follows: 

     

         1. Executive's regular employment with Employer will terminate as of
_________________, 20_. Executive
is ineligible for reemployment or reinstatement with Employer. 

     

         2. Upon Executive's acceptance of the terms set
forth herein, the Employer agrees to provide the Executive with compensation and
benefits set forth in Section 6 of the employment agreement entered into between
Executive and Employer as of ________, 2010 (the “Employment Agreement”), which
compensation and benefits shall be provided subject to the terms and conditions of the Employment
Agreement, a copy of which is attached to this General Release.

     

    

    
    


         3. (a) In consideration of the Employer providing
Executive this compensation, Executive and Executive's heirs, assignees and
agents agree to release the Employer, all affiliated companies, agents and
employees and each of their successors and assigns (hereinafter referred to as
"Releasees") fully and finally from any claims, liabilities, demands or causes
of action which Executive may have or claim to have against the Releasees at
present or in the future, except for the following: (i) claims for vested
benefits under the terms of an employee compensation or benefit plan, program or
arrangement sponsored by Employer, (ii) claims for workers’ compensation
benefits under any of Employer’s workers’ compensation insurance policies or
funds, (iii) claims related to Executive’s COBRA rights, and (iv) claims for
indemnification to which Executive is or may become entitled, including but not
limited to claims (x) pursuant to Section 16 or Section 18 (or both) of the
Employment Agreement and (y) submitted to an insurance company providing
Employer with directors and officers liability insurance. The claims released
may include, but are not limited to, any tax obligations as a result of the
payment of consideration referred to in paragraph 2, and claims arising under
federal, state or local laws prohibiting discrimination in employment, including
the Age Discrimination in Employment Act (ADEA) or claims growing out of any
legal restrictions on the Employer's right to terminate its employees. Claims of
discrimination, wrongful termination, age discrimination, and any claims other
than for vested benefits are hereby released.

     

         (b) By signing this document, Executive agrees not to file a lawsuit to
assert such claims released hereunder. Executive also agrees that if Executive
breaches this provision, Executive will be liable for all costs and attorneys'
fees incurred by any Releasee resulting from such action and shall pay all
expenses incurred by a Releasee in defending any proceeding pursuant to this
Section 3(b) as they are incurred by the Releasee in advance of the final
disposition of such proceedings, together with any tax liability incurred by the
Releasee in connection with the receipt of such amounts; provided, however, that
the payment of such expenses incurred in advance of the final disposition of
such proceeding shall be made only upon delivery to the Executive of an
undertaking, by or on behalf of the Releasee, to repay all amounts so advanced
to the extent the arbitrator in such proceeding affirmatively determines that
the Executive is the prevailing party, taking into account all claims made by
any party to such proceeding.

     

    18 

     

    

    
    


         4. By signing this document, Executive is also expressly waiving the
provisions of California Civil
Code section 1542, which provides as follows:

     

    "A general release does not extend to claims
which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor." 

     

         By signing this document, Executive agrees and understands that Executive
is releasing unknown as well as known claims related to Executive's employment
in exchange for the compensation set forth above. 

     

         5. Executive agrees to maintain in complete
confidence the terms of this Release, except as it may be necessary to comply
with a legally compelled request for information. It is agreed since
confidentiality of this Release is of the essence, damages for violation being
impossible to assess with precision, that $10,000 is a fair estimate of the
damage caused by each disclosure and is agreed to as the measure of damages for
each violation.

     

    19 

     

    

    
    


         6. Executive affirms the covenants and other provisions of Section 4(c) and
Section 5 of the Employment
Agreement.

     

         7. Executive's execution of this General Release
and the absence of an effective revocation of such General Release by Executive
shall constitute Executive's resignation from all offices, directorships and
other positions then held with the Employer or any of its affiliates, and any
other position held for the benefit of or at the request of the Employer or any
of its affiliates, and Executive hereby agrees that this General Release
constitutes such resignation. Executive also agree to execute a confirmatory
letter of resignation if requested.

     

         8. Executive agrees that, for one (1) year after
termination, Executive shall not, in any communications with the press or other
media or any customer, client or supplier of the Company or any of its
affiliates, criticize, ridicule or make any statement that disparages or is
derogatory of the Company or its affiliates or any of their respective directors
or senior officers. Likewise, the Company agrees that, for one (1) year after
termination, the Company shall not, in any communications with the press or
other media or any customer, client or supplier of the Company or any of its
affiliates, criticize, ridicule or make any statement that disparages or is
derogatory of Executive.

     

         9. Nothing in this General Release is intended to
limit any remedy of the Employer under the California Uniform Trade Secrets Act
(California Civil Code Section 3426), or otherwise available under
law.

     

         10. The provisions of this General Release are
severable and in the event that a court of competent jurisdiction determines
that any provision of this General Release is in violation of any law or public
policy, in whole or in part, only the portions of this General Release that
violate such law or public policy shall
be stricken. All portions of this General Release that do not violate any
statute or public policy shall not be affected thereby and shall continue in
full force and effect. Further, any court order striking any portion of this
General Release shall modify the stricken terms as narrowly as possible to give
as much effect as possible to the intent of the Employer and Executive under
this General Release.

     

    20 

     

    

    
    


         11. Executive agrees to indemnify and hold
Employer harmless from and against any tax obligations for which Executive may
become liable as a result of this Release and/or payments made pursuant to the
Employment Agreement, other than tax obligations of the Employer resulting from
the nondeductibility of any payments made pursuant to this Release or the
Employment Agreement.

     

         12. Agreeing to this Release shall not be deemed or construed by either party
as an admission of liability or
wrongdoing by either party.

     

         13. This Release, the Employment Agreement and the
plan documents of the plans of The Clorox Company referred to in the Employment
Agreement set forth the entire agreement between Executive and the Employer.
This Release is not subject to modification except in writing executed by both
of the parties. The Clorox Company plan documents referred to in the Employment
Agreement may be amended in accordance with the provisions of those
plans.

     

    21 

     

    

    
    


         Executive acknowledges by signing
below that Executive has not relied upon any representations, written or oral, not set
forth in this Release. 

     

    
      	Executive	       	The Clorox Company
	 	
            	
            	
            
	   	 	By:	 
	
            	 	
            	
            	
            
	Dated:  	 	
            	Title:	 
	 	
            	
            	
            
	  	
            	Dated:  	 


    


    22