Exhibit
10.26 

EXECUTION COPY


 

 

 

 

 

 

AMENDED AND RESTATED JOINT
VENTURE AGREEMENT

DATED AS OF JANUARY 31,
2003

BETWEEN 

THE GLAD PRODUCTS COMPANY
AND ITS AFFILIATES IDENTIFIED HEREIN 

AND 

THE PROCTER & GAMBLE
COMPANY AND ITS AFFILIATE IDENTIFIED 

HEREIN 

 

 

 

 

 

 

 







JOINT VENTURE AGREEMENT


TABLE OF CONTENTS


	            				Page
	ARTICLE I DEFINITIONS	 	2	 
		Section 
      	1.1	Defined
      Terms		2	
	 	Section	1.2	Other
      Definitions		16	
		Section	1.3	Other
      Definitional Provisions; Interpretation		18	
			               		         
	ARTICLE II CONTRIBUTIONS AND
      ALLOCATIONS OF INTEREST		18	
		Section	2.1	Closing of Joint
      Venture		18	
		Section	2.2	Clorox
      Contribution and Related Matters		18	
		Section	2.3	Contribution by
      P&G and Related Matters		21	
		Section	2.4	Nature of JV
      Interest		22	
		Section	2.5	Initial
      Allocations of Interest and Capital Accounts		22	
		Section	2.6	Additional
      Capital Calls and Parent Loans		22	
		Section	2.7	P&G
      Option		25	
		Section	2.8	Rights with
      Respect to Capital		26	
		Section	2.9	Capital
      Accounts		26	
		 	
	ARTICLE III ALLOCATIONS AND
      DISTRIBUTIONS		27	
		Section	3.1	Allocation of Net
      Profits and Losses		27	
		Section	3.2	Special
      Allocations		28	
		Section	3.3	Section 704(c)
      Allocation		30	
		Section	3.4	Distributions of
      Available Cash Flow		30	
		Section	3.5	Distributions of
      IP Related Amounts		33	
		 	
	ARTICLE IV REPRESENTATIONS
      AND WARRANTIES		34	
		Section	4.1	Representations
      and Warranties of all the Parties		34	
		Section	4.2	Representations
      and Warranties of the Clorox Parties		35	
		Section	4.3	Representations
      and Warranties of P&G		40	
		Section	4.4	Survival of
      Representations and Warranties		41	
		 	
	ARTICLE V GOVERNANCE		41	
		Section	5.1	Board of
      Managers		41	
		Section	5.2	Meetings of the
      Board		43	
		Section	5.3	P&G Veto
      Rights		45	
		Section	5.4	Business Plan,
      Budget and Reports to the Board		46	
		Section	5.5	Additional Items
      for Board Approval		47	
		 	
	ARTICLE VI TRANSFERS OF
      INTEREST; TERM AND TERMINATION		48	
		Section	6.1	General;
      Restrictions on Transfers		48	
		Section	6.2	Effect of
      Transfers on Distributions among JV Partners		48	
		Section	6.3	Term of Joint
      Venture		49	


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	            	Section  	6.4	P&G Put Rights	 	49	 
		Section	6.5	Clorox Purchase of P&G JV Interest		51	
	 	Section	6.6	Tag-Along Rights		52	
		Section	6.7	Drag
      Along Rights		53	
		Section	6.8	Services Termination Amount		55	
			               		         
	ARTICLE VII CERTAIN AGREEMENTS		55	
		Section	7.1	Personnel; Provision of Services		55	
		Section	7.2	Non-Competition		56	
		Section	7.3	Confidentiality; Non-Disclosure		58	
		Section	7.4	Non-Solicitation		59	
		Section	7.5	Agreement to Cooperate; Further Assurances;
      Other Matters		60	
		Section	7.6	Public Statements		62	
		Section	7.7	Conduct of Business		62	
		Section	7.8	International Relationships		63	
		Section	7.9	Sublicenses of P&G Intellectual
      Property		63	
	 		
	ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING		64	
		Section	8.1	Conditions to Each Party’s
    Obligations		64	
		Section	8.2	Conditions to the Closing Obligations of the
      Clorox Parties		65	
		Section	8.3	Conditions to the Closing Obligations of the
      P&G Parties		65	
	 		
	ARTICLE IX ACCOUNTING; TAX MATTERS		66	
		Section	9.1	Accounting		66	
		Section	9.2	Tax Matters		67	
	 		
	ARTICLE X INDEMNIFICATION		68	
		Section	10.1	Indemnification by Clorox Partners		68	
		Section	10.2	Indemnification by P&G
Partners		69	
		Section	10.3	Third-Party Claims		69	
		Section	10.4	Limitation on Losses and Expenses		69	
	 		
	ARTICLE XI MISCELLANEOUS		70	
		Section	11.1	Amendments and Waivers		70	
		Section	11.2	Successors, Assigns and
Transferees		70	
		Section	11.3	Notices		71	
		Section	11.4	Integration		71	
		Section	11.5	Severability		72	
		Section	11.6	Counterparts		72	
		Section	11.7	Governing Law		72	
		Section	11.8	Arbitration		72	
		Section	11.9	Injunctive Relief		73	
		Section	11.10	Expenses		73	
		Section	11.11	No Third Party Beneficiaries		73	
		Section	11.12	Guarantees by Clorox and P&G		73	
		Section	11.13	Effectiveness of Amendment and Restatement, Representations,
      Warranties and Agreements		75	



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	EXHIBITS
				 
	            	Exhibit
    A	              	P&G License
      Agreement [SUPERSEDED]
				 
		Exhibit
    B		P&G Services
      Agreement [SUPERSEDED]
				 
		Exhibit
    C		Description of
      P&G Equipment
				 
		Exhibit
    D		Preliminary
      Business Plan
				 
		Exhibit
    E	 	Preliminary
      Budget
				 
		Exhibit
    F		Clorox
      Services
				 
		Exhibit
    G		Terms of
      International Relationships
				 
		Exhibit
    H		JV Accounting
      Principles
				 
		Exhibit
    I		Form of JV
      Sublicense Agreement
				 
		Exhibit
    J		Form of Amended
      Glad License Agreement



iii 








AMENDED AND RESTATED JOINT
VENTURE AGREEMENT 

This Amended and Restated
Joint Venture Agreement (this “Agreement”) is made as of
the 31st day of January, 2003 by and between The Glad Products Company, a
Delaware corporation, Glad Manufacturing Company, a Delaware corporation, Clorox
Services Company, a Delaware corporation, The Clorox Sales Company, a Delaware
corporation, Clorox International Company, a Delaware corporation (collectively
the “Clorox
Parties”), and The Clorox
Company, a Delaware corporation (“Clorox”), and The Procter
& Gamble Company, an Ohio corporation (“P&G”) and Procter & Gamble RHD Inc., an Ohio corporation
(“P&G Sub” and collectively with P&G, the
“P&G Parties”) (each, a “Party” and collectively, the “Parties”). 

BACKGROUND 

WHEREAS, the Clorox Parties
currently operate the Glad Business (as defined below); 

WHEREAS, the P&G Parties
have certain intellectual property and proprietary technologies that the P&G
Parties and the Clorox Parties wish to use in the Glad Business; 

WHEREAS, the Clorox Parties
and the P&G Parties desire that P&G Sub acquire an undivided
participation interest in the Glad Business and participate in the management of
such business, as provided for herein; 

WHEREAS, the Clorox Parties
and the P&G Parties have previously entered into a Joint Venture Agreement,
dated as of November 15, 2002 (the “Original Date”) with
respect to the Glad Business (the “Original Agreement”);


WHEREAS, the Clorox Parties
and the P&G Parties wish to amend and restate in its entirety the Original
Agreement in accordance with the further provisions of this Agreement;


WHEREAS, the Parties intend
for their contractual relationship established by this Agreement with respect to
the Glad Business to be treated as a partnership for U.S. federal, state and
local income tax purposes; and 

WHEREAS, the Clorox Parties
and the P&G Parties wish to set forth, and be bound by their mutual
agreement as to certain significant terms and conditions regarding the foregoing
and related matters;

NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:










ARTICLE I 

DEFINITIONS 

For purposes of this
Agreement, the following terms have the meanings specified or referred to in
this Section 1: 

Section 1.1 Defined
Terms. 

As used in this Agreement:


“Adjustment Amount” means an amount equal to (a) ten percent (10%)
of the aggregate Capital Contributions made or deemed made by all JV Partners
after the Closing Date and on or prior to the closing of the exercise of the
P&G Option, minus (b) ten percent
(10%) of the aggregate distributions to the JV Partners with respect to
distributions of Available Cash Flow (other than distributions made under
Section 3.4(c)(ii) hereof) consisting of the net cash proceeds of any sale,
transfer or other disposition of any business or assets of the Glad Business
outside the ordinary course of business of the Glad Business after the Closing
Date and on or prior to the closing of the P&G Option, minus (c) the aggregate distributions under Section 3.4(c)(ii) and Section
3.5(b)(ii) made prior to the closing of the P&G Option (which for the
avoidance of doubt will not include any amounts included in the following clause
(d)), minus (d) the cumulative amount of Distribution
Shortfalls owed or previously paid to the holder of the Class A JV Interest
under Section 3.4(c)(v) hereof. 

“Affiliate” means with respect to a specified Person, any Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the specified Person. As used in this definition,
the term “control” means the possession, directly or indirectly, or as trustee
or executor, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, as trustee
or executor, by contract or credit arrangement or otherwise. For purposes of
clarification, the Parties agree that Henkel KGaA, an entity organized under the
laws of Germany, will not be deemed to be an Affiliate of any Clorox Party.


“Affiliate Loans” with respect to any International Licensee shall
have the meaning set forth in the JV Sublicense Agreement to which such
International Licensee is a party. 

“Available Cash Flow” means, with respect to any Fiscal Quarter or
other period, the sum of all cash receipts during such Fiscal Quarter or other
period attributed to the Joint Venture from any and all sources other than the
cash proceeds of any Indebtedness, plus all Reserves as of
the close of business on the last day of the preceding Fiscal Quarter or other
period, plus interest on such Reserves at Clorox’s 30-day
commercial paper borrowing rate (or, if Clorox is unable to obtain commercial
paper, Clorox’s short term cost of borrowing) minus all cash disbursements attributed to the Joint Venture for any and all
purposes during such Fiscal Quarter or other period (including loan repayments
(other than Parent Loans), interest payments (other than in respect of Parent
Loans), capital improvements and replacements but excluding (x) disbursements
funded by the cash proceeds of any Indebtedness (other than Parent Loans)), (y)
guaranteed payments made under Section 3.5(a) and 3.5(b) for such Fiscal
Quarter, and (z) a reasonable allowance as of the last day of such Fiscal
Quarter or other period for Reserves, contingencies and anticipated obligations
as determined by the Board, determined in accordance with the JV Accounting
Principles, minus distributions made pursuant to Section 3.5 hereof
for such Fiscal Quarter (other than the guaranteed payments described in
Sections 3.5(a) and 3.5(b) hereof). 

“Business Day” means a day other than a Saturday, Sunday,
federal or New York holiday or other day on which commercial banks in New York,
New York are authorized or required by law
to close. 

2 








“Capital Call” means a call by the Board pursuant to Section
2.6 hereof to the JV Partners for additional contributions of capital to be
attributed to the Joint Venture. 

“Capital Contribution” means the total amount of cash and the agreed
fair market value (net of Liabilities) of all of the assets to be attributed to
the Joint Venture as contributed by a JV Partner, including the Clorox
Contribution and the P&G Contribution. 

“Carrying Value” means, with respect to any Property, the
Property’s adjusted basis for federal income tax purposes, except that the
Carrying Value of all Properties may be adjusted to equal their fair market
values, in accordance with the rules set forth in Treasury Regulation Section
1.704-1(b)(2)(iv)(f), immediately prior to: (i) the date of the acquisition of
any additional interest in the Joint Venture by any new or existing JV Partner
in exchange for more than a de minimis capital contribution; or (ii) the date of
the distribution of more than a de minimis amount of Property (other than a pro
rata distribution) to a JV Partner. The Carrying Value of any Property
distributed to any JV Partner will be adjusted immediately prior to such
distribution to equal its fair market value. The Carrying Value of any Property
contributed by any JV Partner will be adjusted immediately prior to such
contribution to equal its fair market value. In the case of any asset that has a
Carrying Value that differs from its adjusted tax basis, Carrying Value will be
adjusted by the amount of depreciation calculated for purposes of the definition
of “Net Profits and Net Loss” rather than the amount of depreciation calculated
for federal income tax purposes. For purposes of clarification, Clorox and
P&G have agreed on the initial contributions and the fair market values
thereof as reflected in the initial Capital Accounts. 

“Change of Control” of any Person (the “Relevant Person”) means the occurrence of either (i) the
acquisition by any Person or group of Persons acting in concert (other than a JV
Partner or its Affiliates) of direct or indirect (through the ownership of a
majority of the voting power of a parent corporation of otherwise) beneficial
ownership (as defined under Section 13(d) of the Securities and Exchange Act of
1934, as amended) of securities of the Relevant Person such that following such
acquisition such Person or group of Persons acting in concert beneficially own a
majority of the voting power of all outstanding voting securities of such
Relevant Person or (ii) any merger, consolidation or share exchange of the
Relevant Person with or into any other Person, unless the equity holders of the
Relevant Person immediately prior to any such transaction are holders of a
majority of the voting power of the surviving entity or its parent company
immediately thereafter. 

“Class A Interest” means the undivided Class A participation
interest in the Joint Venture, which shall entitle the JV Partner holding such
Class A interest to receive allocations and distributions from time to time as
provided in this Agreement.

“Class A Royalty Amount” means, with respect to any Fiscal Quarter,
royalty payments attributable to the Joint Venture received under the Glad
License Agreements in an amount equal to ten percent (10%) of the aggregate
Distributable Local Cash Flow for the International Licensees for such Fiscal
Quarter, less Deemed Withholding Taxes on such royalty payments. 

“Class B Interest” means the undivided Class B participation
interest in the Joint Venture, which shall
entitle the JV Partner holding such Class B interest to receive allocations and
distributions from time to time as provided in this Agreement.


3 








“Class C Interest” means the undivided Class C participation
interest in the Joint Venture, which shall entitle the JV Partner holding such
Class C interest to receive allocations and distributions from time to time as
provided in this Agreement.

“Clorox Disclosure Schedule” means a schedule dated as of the Original Date
delivered by Clorox to P&G, which identifies exceptions and other matters
with respect to the representations and warranties of the Clorox Parties
contained in Sections 4.1 and 4.2. 

“Clorox Partners” means the Clorox Parties and any Permitted
Transferees of any Clorox Parties that have been Transferred all or any part of
the JV Interest held by such Clorox Parties. 

“Code” means the Internal Revenue Code of 1986, as amended (or any
corresponding provision or provisions of any succeeding law). 

“Contribution Allocation Statement” means the allocation of the Clorox Contribution
among the Clorox Parties to be prepared by Clorox in good faith. 

“Deemed Withholding Taxes” means an amount of withholding taxes deemed to
have been imposed under the definition of “Class A Royalty Amount.” The amount
of withholding taxes deemed to have been imposed will be determined based on the
aggregate amount of withholding taxes that would have been imposed on payments
made under the Glad License Agreements had royalty payments in an aggregate
amount equal to the Class A Royalty Amount been paid in such Fiscal Quarter by
the International Licensees pro rata in accordance with the total royalty
payments actually made by the International Licensees under the Glad License
Agreements for such Fiscal Quarter. 

“Distributable Cash Flow” means, with respect to any Fiscal Quarter or
other period, Available Cash Flow for such Fiscal Quarter or other Period
minus any payments required to be made pursuant to
Section 3.4(d) hereof. 

“Distributable Local Cash Flow” for any International Licensee has the meaning
set forth in the JV Sublicense Agreement to which such International Licensee is
a party.

“Environmental Laws” means any and all laws, rules, orders,
regulations, statutes, ordinances, guidelines, codes, decrees, or other legally
enforceable requirement (including common law) of any foreign government, the
United States, or any state, local, municipal or other Governmental Authority,
regulating, relating to or imposing liability or standards of conduct concerning
protection of the environment or of human health, or employee health and safety.


“Exclusive Field” means the design, manufacture, production,
distribution, marketing and/or sale of bags, wraps, straws and covered
containers primarily marketed for (i) food handling, preparation, serving,
storage, and/or transportation or (ii) trash, garbage or refuse, recycling,
disposal, handling, storage and/or transportation, but excluding Industrial
Packaging. 

4 








“Fair Market Value” means, except to the extent otherwise expressly
provided herein: 

(i) with respect to a Party’s
Ordinary JV Interest, “Fair Market Value” will be calculated as the product of
(x) the Ordinary JV Interest held by such Party and (y) “Fair Market Value” for
all outstanding Ordinary JV Interests as if all Ordinary JV Interests were to be
sold to a single buyer who would acquire sole control over the business and
affairs of the Glad Business. “Fair Market Value” for all outstanding Ordinary
JV Interests will be determined by agreement of the Parties or, if the Parties
are unable to so agree within fourteen (14) days through good faith negotiation,
then the Parties will agree upon an investment banking firm of national
reputation not having any substantial relation with either Clorox or P&G and
reasonably acceptable to each (the “Independent
Firm”) to determine such valuation, provided that if
the Parties are unable to so agree on an investment banking firm, each of Clorox
and P&G will select a nationally-recognized investment banking firm, and the
two investment banking firms proposed by Clorox and P&G will select a third
nationally-recognized investment banking firm not having any substantial
relation with either Clorox or P&G to serve as the Independent Firm.
Notwithstanding the foregoing, to the
extent “Fair Market Value” is being determined for purposes of Section 6.6 or
6.7 hereof, “Fair Market Value” for purposes of the foregoing clause (y) will be
determined by reference to the purchase price paid by the third party in the
Third Party Sale or the transaction that gives rise to the Tag-Along Right, as
applicable. For example, if the third party pays $2 billion to acquire all of
the Glad Business and there are no Parent Loans outstanding, the Fair Market
Value of 100% of the Ordinary JV Interests will be $2 billion and if the P&G
Parties have an ordinary JV Interest of 10%, the Fair Market Value of such
Ordinary JV Interest will equal $200 million. Similarly, if the third party pays
$1.5 billion to acquire a 75% interest in the Glad Business and there are no
Parent Loans outstanding, the Fair Market Value of 100% of the Ordinary JV
Interests will be $2 billion and if the P&G Parties have an Ordinary JV
Interest of 10%, the Fair Market Value of the P&G Parties’ entire Ordinary
JV Interest will equal $200 million. If, in either of the examples provided in
the two immediately preceding sentences, there were $200 million of Parent Loans
outstanding, the Fair Market Value of all outstanding Ordinary JV Interests
would have equaled $1.8 billion rather than $2 billion (i.e. the value of all of
the Ordinary JV Interests would equal the value of the Glad Business based on
the relevant purchase price paid minus the outstanding
amount of Parent Loans). The purchase price paid by a third party in any such
transaction will include the cash or other consideration delivered to the Clorox
Partners and will not include any debt or other liabilities directly or
indirectly assumed by the purchaser except to the extent such debt or other
liabilities are not attributable to the Joint Venture. The intent of the
immediately preceding four sentences is to make it clear that Fair Market Value
under those circumstances will be derived solely from the price paid by the
relevant third party purchaser rather than a separate or independent valuation
of the Glad Business.

5 








(ii) with respect to a Glad
Local Business, “Fair Market Value” will be equal to the sum of (x) the fair
market value of such Glad Local Business (including all assets and Liabilities
attributable to the Glad Local Business in accordance with the JV Accounting
Principles other than Affiliate Loans with respect to such Glad Local Business)
as if it were to be sold to a single buyer who would acquire sole ownership and
control over the business and affairs of the Glad Local Business
(including all such assets and Liabilities) minus (y) the outstanding amount of all Affiliate Loans attributable to such
Glad Local Business. “Fair Market Value” of the Glad Local Business will be
determined by agreement of the Parties or, if the Parties are unable to so agree
within fourteen (14) days through good faith negotiation, then the Independent
Firm will determine such valuation. Notwithstanding the foregoing, to the extent
“Fair Market Value” is being determined (A) with respect to an International
Acquisition, (B) with respect to a calculation of an IP Allocation Amount, a JV
Sublicense Termination Amount or a Glad License Termination Amount, (C) for
purposes of Section 6.6 or 6.7 hereof, or (D) under the JV Sublicense
Agreements, “Fair Market Value” will be determined by reference to the purchase
price paid by the third party for the Glad Local Business being acquired (plus,
in the case of the calculation of the IP Allocation Amount, the related IP
Acquisition Price). For example, if the third party pays $15 million to acquire
a 75% interest in a Glad Local Business and there are no Affiliate Loans
outstanding with respect to such Glad Local Business, the Fair Market Value of
100% of the Glad Local Business will be $20 million. If, in the example provided
in the immediately preceding sentence, there were $2 million of Affiliate Loans
outstanding, the Fair Market Value of all outstanding Ordinary JV Interests
would have equaled $18 million rather than $20 million (i.e. the value would
equal the value of the Glad Local Business based on the relevant purchase price
paid minus the outstanding amount of Affiliate Loans). The
purchase price paid by a third party in any such transaction will include the
cash or other consideration delivered to the Glad Parties and will not include
any debt or other liabilities directly or indirectly assumed by the purchaser
except to the extent such debt or other liabilities are not attributable to the
Glad Local Business. The intent of the immediately preceding three sentences is
to make it clear that Fair Market Value under those circumstances will be
derived solely from the price paid by the relevant third party purchaser rather
than a separate or independent valuation of the Glad Local Business. In the
event of any transaction involving the sale of all or a portion of a Glad Local
Business and one or more businesses or other assets that are not part of the
Glad Global Business, to the extent the P&G Partners believe in good faith
that the portion of the purchase price allocated to such Glad Local Business in
such transaction does not fairly reflect the portion of the value of such
transaction that such Glad Local Business represents, the Parties will negotiate
in good faith to agree upon the appropriate allocation and, if the Parties are
unable to so agree within fourteen (14) days through good faith negotiation,
then the Independent Firm will determine such allocation;

(iii) with respect to each of
the Class A Interest and the Class C Interest, individually, “Fair Market Value”
will be deemed to be an amount equal to ten percent (10%) of the aggregate Fair
Market Value of the Glad Local Businesses;

(iv) with respect to the
P&G Option, (A) during the Option Exercise Period, if the P&G Option is
not yet exercised, the greater of zero or (x) Fair Market Value as calculated
pursuant to clauses (i) and (iii) above with respect to the Ordinary JV Interest
and Class A Interest to be acquired by P&G Sub upon exercise of the P&G
Option minus (y) the then-applicable Option Price; and (B)
after the Option Exercise Period, zero; and 

6 









(v) in the event “Fair Market
Value” is being determined in connection with a Clorox Change of Control, the
Independent Firm will determine the Fair Market Values of the Ordinary JV
Interests held by the Clorox Partners (taking into account the existence of the
P&G Option if such option has not been previously exercised or terminated)
and the Glad Local Businesses by allocating a portion of the aggregate purchase
price paid in the transaction that resulted in the Change of Control (or, in a
transaction involving a sale of less than 100% of Clorox, by allocating a
portion of an extrapolated purchase price for 100% of Clorox, determined based
on the actual purchase price paid for the percentage acquired). Once the
Independent Firm has determined the Fair Market Values of the Ordinary JV
Interests held by the Clorox Partners and the Glad Local Businesses, it will
then determine the “Fair Market Values” of (A) the Ordinary JV Interests held by
the P&G Partners by reference to the Fair Market Value allocated to the
Ordinary JV Interests held by the Clorox Partners and (B) the Class A JV
Interest and Class C Interest by reference to the Fair Market Values allocated
to the Glad Local Businesses. For example, assuming the P&G Option has been
exercised, if a third party buyer acquires 100% of Clorox for $10 billion, the
Independent Firm will first allocate a portion of such purchase price to the
Ordinary JV Interests held by the Clorox Partners (e.g. $1.6 billion) and a
portion of the purchase price to the Glad Local Businesses (e.g. $400 million).
If, in the example provided in the immediately preceding sentence, there were
$200 million of Parent Loans outstanding and $20 million aggregate of Affiliate
Loans outstanding, the purchase price allocation to the Ordinary JV Interests
would have equaled $1.4 billion rather than $1.6 billion (i.e. the value of all
of the Ordinary JV Interests would equal the value of the Glad Business based on
the relevant purchase price paid minus the outstanding
amount of Parent Loans) and the purchase price allocation to the Glad Local
Businesses would have equaled $380 million. The purchase price paid by a third
party in any such transaction will include the cash or other consideration
delivered to the Glad Parties and will not include any debt or other liabilities
directly or indirectly assumed by the purchaser except to the extent such debt
or other liabilities are not attributable to the Joint Venture (in the case of
Ordinary JV Interests), or the Glad Local Businesses. Based upon a $1.6 billion
value allocated to the Ordinary JV Interests held by the Clorox, the Independent
Firm would assign a value of $400 million to the Ordinary JV Interests held by
the P&G Partners ($1.6 billion ÷.80 (the percentage of Ordinary JV Interests
held by Clorox Partners multiplied by .20 (the percentage of Ordinary JV
Interests held by P&G Partners)). In addition, the Independent Firm would
assign a value of $40 million to each of the Class A and Class C JV Interests
($400 million x .10). This determination in connection with a Clorox Change of
Control will be made by the Independent Firm based on the relative value of all
the businesses, assets and other rights directly or indirectly owned by Clorox,
and for avoidance of doubt it is expected in determining such relative values
that different Clorox businesses will be subject to different multiples and/or
other valuation metrics and that one aggregate multiple and/or other valuation
metric will not apply across all Clorox businesses (i.e. if Clorox is sold for a
purchase price of 6x last twelve months EBITDA, it does not necessarily follow
that the Fair Market Value of the Glad Business or the Glad Local Businesses is
6x last twelve months EBITDA of the Glad Business or Glad Local Businesses, as
the case may be). The Independent Firm will be directed to determine Fair Market
Value based on a willing buyer entering into a transaction with a willing seller
in an arm’s length negotiated transaction without undue time constraints or any
discount for minority interests, any transfer restrictions with respect to such
interests or the lack of any trading market for such interests, and giving
effect to the provisions of Section 7.5(d) hereof. 

7 








With respect to any
determination of “Fair Market Value” hereunder, the fees and expenses of the
Independent Firm will be paid fifty percent (50%) by the P&G Partners
(collectively) and fifty percent (50%) by the Clorox Partners (collectively),
and each of the Clorox Partners (collectively) and the P&G Partners
(collectively) will have the right to make a presentation with respect to the
calculation of Fair Market Value to the Independent Firm making the
determination.

“Field” means, collectively, the Exclusive Field and the Non-Exclusive Field.


“Fiscal Quarter” means each three (3) calendar month period
ending on March 31, June 30, September 30 and December 31, or in the case of the
first Fiscal Quarter of the Joint Venture, the period from the Closing Date
through March 31, 2003. 

“Fiscal Year” means (i) each 12-month period ending on June 30, or in the case of the
first Fiscal Year of the Joint Venture, the period from the Closing Date through
June 30, 2003, or (ii) if after the date of this Agreement the taxable year is
required by the Code to be a period other than the period described in clause
(i), then each 12-month period that is the taxable year of the Joint Venture
determined in accordance with the requirements of the Code; (iii) the period
from the day after the end of the most recently ended Fiscal Year until the date
the Term ends, and (iv) for purposes of making allocations of Net Profits and
Net Loss, Fiscal Year means any portion of a taxable year of the Joint Venture
to the extent required to comply with Section 706 of the Code. 

“GAAP” means generally accepted accounting principles as in effect in the
United States (or such other jurisdiction as may be specified herein)
consistently applied. 

“General Technology” means any technology of general utility not
specific to the Field, including but not limited to technology that can be used
industry-wide and/or across various markets to address general business needs or
provide general business solutions, process changes or improvements or is
otherwise of general utility such as the technologies listed in Section 1.1 of
the Clorox Disclosure Schedule. Any technology that is not General Technology is
Specific Technology. 

“Glad Balance Sheet” means the balance sheet of the Glad Business as
of June 30, 2002, attached to Section 1.1 to the Clorox Disclosure Schedule.


“Glad Business” means the business conducted by Clorox and its
Subsidiaries within the Field and any other business that the Board determines
to enter into without violating Section 5.3(a), including any expansion of such
business into a New Country that is structured in the manner set forth in
Section 7.8(b) hereof, provided that such business will not include (i) any
business, operations, properties, assets or Liabilities of the Glad Licensed
Business or (ii) any equity interest in any Subsidiary of Clorox conducting the
Glad Licensed Business. 

“Glad Existing International
Business” means the business in
the Field conducted by Clorox and its Subsidiaries in Canada, Australia, New
Zealand, the People’s Republic of China, the Philippines, Hong Kong, Costa Rica,
South Korea and South Africa. 

8 








“Glad Financial Statements” means the Glad Balance Sheet and the related
statements of earnings and cash flows of the Glad Business previously delivered
to P&G. 

“Glad Global Business” means the Glad Business and the Glad Licensed
Business as conducted during the Term. 

“Glad License Agreements” means the license agreements between The Glad
Products Company and each of the International Licensees, entered into as of the
Closing Date substantially in the form set forth on Exhibit J hereto, which license agreements provide for a royalty payment
calculated based on the net sales of such International Licensee, and such other
comparable new or amended license agreements that may be entered into during the
Term with respect to intellectual property of Clorox Affiliates for the Glad
Business, which license agreements are between The Glad Products Company (or
another Affiliate on behalf of Clorox) and an International Licensee with
respect to New Countries in connection with an expansion structured in the
manner set forth in Section 7.8(a). 

“Glad License Termination Amount” means, under any Glad License Agreement, an
amount equal to ten percent (10%) of the Fair Market Value of the Glad Local
Business for the Territory (as defined in such Glad License
Agreement).

“Glad Licensed Business” means (x) the Glad Existing International
Business and (y) any expansion of the business conducted by Clorox and its
Subsidiaries in the Field into a New Country that is structured in the manner
set forth in Section 7.8(a) hereof.

“Glad Local Business”, with respect to any International Licensee,
shall have the meaning set forth in the JV Sublicense Agreement to which such
International Licensee is a party.

“Glad Parties” means, collectively, the Clorox Parties and the
International Licensees and “Glad Party” means any one such Person. 

“Governmental Authority” means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government. 

“Improvements” means any and all Intellectual Property rights
in and to any update, modification, customization, translation, upgrade,
improvement, enhancement and/or derivative work. 

“Indebtedness” means all obligations for borrowed money,
including guarantees, and all reimbursement obligations in respect of
outstanding letters of credit (measured assuming such letters of credit are
drawn in full). 

“Independent Firm” shall have the meaning set forth in the
definition of “Fair Market Value”. 

9 








“Industrial Packaging” means bags, wraps and covered containers used as
packaging for products, which packaging is (i) not intended for reuse, (ii) sold
to manufacturers and/or copackers for their use as the packaging for their
products, and (iii) incidental to the product being marketed or sold (e.g.,
frozen peas sold in any bag or container). For the avoidance of doubt,
Industrial Packaging shall exclude any bags, wraps and covered containers
marketed under a Glad Global Business trademark and used as packaging in the
Field, and which packaging is (A) intended for reuse and (B) sold to
manufacturers and/or copackers for their use as the packaging for their
products. 

“Infringe” means to infringe, misappropriate, dilute, impair or otherwise violate.


“Institutional Channel” means sales of products to commercial,
educational and/or governmental institutions and organizations including,
without limitation, hospitals, restaurants, janitorial service providers,
universities, schools, hotels and caterers (collectively, “Institutions”), as well as sales of products to non-retail
wholesalers and distributors who sell to Institutions, but excluding in all
cases sales and/or distribution of Industrial Packaging.

“Intellectual Property” means any and all intellectual property,
including, without limitation, patents, copyrights, trademarks, service marks,
trade names, software, trade secrets, technology, inventions, specifications,
know-how, processes, formulae, product descriptions and specifications and other
technical or proprietary information, and all registrations and applications
therefor. 

“International Acquisition” means, with respect to any International
Licensee, the sale, disposition or other transfer to a Third Party of all or
substantially all of the equity interests of such International Licensee or of
all or substantially all the business, assets and properties of such
International Licensee used in the Glad Local Business of such International
Licensee, but excluding any transaction in which the JV Interests of the P&G
Partners are purchased pursuant to the provisions of Sections 6.4, 6.5, 6.6 or
6.7. 

“International Licensee” means each of Clorox Australia Pty. Ltd., The
Clorox Company of Canada Ltd., Clorox de Centro America, S.A., Clorox China
(Guangzhou) Ltd., Clorox Hong Kong Limited, Clorox New Zealand Limited, Clorox
International Philippines, Inc., Clorox Africa (Pty) Ltd. and Clorox Korea
Limited and any other Person that becomes a party to a JV Sublicense Agreement
as a licensee thereunder. 

“IP Acquisition” means, in connection with an International
Acquisition, a grant of a royalty-free perpetual license of the right to use all
of the Related Local Intellectual Property (or other disposition of all
substantial rights to all such Related Local Intellectual Property) of the
applicable International Licensee, which license is granted to a Third Party
licensee on behalf of the Joint Venture in exchange for a single, up-front
payment attributable to the Joint Venture from the new licensee of such Related
Local Intellectual Property.

“IP Allocation Amount” means, in the case of any International
Acquisition in which there is an IP Acquisition, an amount equal to ten percent
(10%) of the Fair Market Value of the relevant Glad Local Business.

“IP Acquisition Price” means, in the case of any International
Acquisition in which there is a related IP Acquisition, the amount paid to
acquire the license of or rights to the Related Local Intellectual Property by
the new licensee of such Related Local Intellectual Property.  

10 








“Joint Venture” means the contractual relationship between the
JV Partners created by this Agreement, which will be treated as a partnership
for U.S. federal, state and local income tax purposes, and will include all
interests attributed to such Joint Venture in accordance with the terms of this
Agreement with respect to any business, asset, right, property or Liability,
including without limitation the Clorox Contribution and the P&G
Contribution. 

“JV Interest” means an Ordinary JV Interest, Class A Interest, Class B Interest or
Class C Interest. 

“JV Sublicense Agreements” means (i) the sublicense agreements to be dated
and executed as of the Closing Date in the form attached hereto as
Exhibit I between The Glad Products Company and each
International Licensee, providing for the sublicense to the International
Licensee of certain Intellectual Property rights licensed under the P&G
License Agreement, pursuant to the terms thereof, and (ii) such other license
agreements which may be entered into on behalf of the Joint Venture during the
Term with respect to New Countries pursuant to Section 7.8(a). 

“JV Sublicense Termination Amount” means, under any JV Sublicense Agreement, an
amount equal to ten percent (10%) of the Fair Market Value of the Glad Local
Business to which such JV Sublicense Agreement relates. 

“JV Partners” means any Person that holds a JV Interest in accordance with the terms
of this Agreement. As of the Closing Date, the JV Partners will consist of each
of the Clorox Parties and P&G Sub. 

“Know How” means any and all proprietary information, knowledge or expertise known
to P&G or its Subsidiaries included in the P&G Technology within the
Field; and may include, without limitation, any know how, copyrights, software,
trade secrets, technology, inventions, specifications, processes, formulae,
product descriptions and specifications and other technical or proprietary
information, if any, owned or held by P&G or its Subsidiaries the use of
which would constitute, but for the rights granted to Clorox or its Subsidiaries
pursuant to the P&G License Agreement, an infringement of a pending or
issued claim within the Patents (as defined in the P&G License Agreement).


“Liabilities” means, as to any Person, all debts, liabilities and obligations,
direct, indirect, absolute or contingent of such Person, whether accrued, vested
or otherwise, whether known or unknown and whether or not actually reflected, or
required by GAAP to be reflected, in such Person’s balance sheet. 

“Knowledge” or “knowledge” of a Party
means to the actual knowledge after reasonable inquiry (i) of those employees of
such Party and its Affiliates who prior to the execution of the Original
Agreement participated in the preparation or negotiation of the Original
Agreement or any of the Related Agreements or the due diligence investigations
relating to the PWC Report or the transactions contemplated by the Original
Agreement and the Related Agreements or (ii) of those employees of such Party
and its Affiliates who have been consulted prior to the execution of the
Original Agreement by the employees specified in clause (i) with respect to the
Original Agreement or any of the Related Agreements or any of the transactions
contemplated hereby or thereby.  

11 








“Liens” means any adverse claims, liens, security interests, charges, leases,
licenses or sublicenses and other encumbrances of any kind and nature.


“Material Adverse Effect” means (i) with respect to the Clorox Parties, a
material adverse effect upon the business, properties, financial condition or
results of operations of the Glad Business and the Glad Existing International
Business, taken as a whole (provided that for avoidance of doubt the Parties
acknowledge that it is not a precondition that an adverse effect impact more
than one country or market before it is possible for this standard to be
satisfied) or on the ability of the Clorox Parties to perform their obligations
under this Agreement or any of the Related Agreements and (ii) with respect to
the P&G Parties, a material adverse effect on the ability of the P&G
Parties to perform their obligations under this Agreement or any of the Related
Agreements. 

“Materials of Environmental Concern” means any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products, polychlorinated biphenyls,
urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity,
and any other substances of any kind, whether or not any such substance is
defined as hazardous or toxic under any Environmental Law, that is regulated
pursuant to or could give rise to liability under any Environmental Law.


“Net Income (Loss)” means, for any period, the net income (loss)
attributed to the Joint Venture in accordance with the JV Accounting Principles,
excluding (a) any gains or loss resulting from the sale or other disposition of
any property, plant or equipment attributed to the Joint Venture which is not
sold or otherwise disposed of in the ordinary course of business; (b) any gains
or loss resulting from the sale or other disposition of any equity interest in
any Person; (c) any extraordinary gain or loss; (d) any one-time charges or
expenses associated with the acquisition of any business or Person; and (e) any
cumulative effect of a change in accounting principles. 

“Net Profits” and “Net
Loss” mean, for each Fiscal Year
or other period, an amount equal to the taxable income or loss attributed to the
Joint Venture for such year or period, determined in accordance with Code
Section 703(a) (for this purpose, all items of income, gain, loss or deduction
required to be stated separately pursuant to Code Section 703(a)(1) will be
included in taxable income or loss) and with the accounting method used by the
Joint Venture for federal income tax purposes, with the following adjustments:


(i) any income attributed to
the Joint Venture that is exempt from U.S. federal income tax and not otherwise
taken into account in computing Net Profits or Net Loss will be added to such
taxable income or loss; 

(ii) any expenditures
attributed to the Joint Venture described in Code Section 705(a)(2)(B) or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury
Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in
computing Net Profits or Net Loss will be subtracted from such taxable income or
loss;  

12 








(iii) if the Carrying Value of
any Property differs from its adjusted tax basis for federal income tax
purposes, any gain or loss resulting from a disposition of such asset will be
calculated with reference to such Carrying Value; 

(iv) upon an adjustment to the
Carrying Value of any Property (other than an adjustment in respect of
depreciation) pursuant to the definition of Carrying Value, the amount of the
adjustment will be included as gain or loss in computing such taxable income or
loss; 

(v) if the Carrying Value of
any Property differs from its adjusted tax basis for federal income tax purposes
the amount of depreciation, amortization or cost recovery deductions with
respect to such Property will for purposes of determining Net Profits and Net
Loss be an amount which bears the same ratio to such Carrying Value as the
federal income tax depreciation, amortization or other cost recovery deductions
bears to such adjusted tax basis;

(vi) notwithstanding any other
provision of this definition, any items of income, gain, loss or deduction that
are specially allocated pursuant to Section 3.2 will not be taken into account
in computing Net Profits or Net Loss. 

“Non-Exclusive Field” means (i) extended uses outside of the Exclusive
Field of current products of the Glad Global Business in the Exclusive Field as
of the Closing Date, including minor modifications of current products of the
Glad Global Business and/or the application of any Intellectual Property
licensed pursuant to this Agreement to enhance consumer acceptance or utility
for such extended uses and (ii) shopping bags branded with a Glad Global
Business trademark sold to retail outlets where Glad Global Business products
are distributed. 

“Ordinary JV Interest” means, with respect to any JV Partner, its
undivided participation interest in the Joint Venture (other than any
participation interest represented by the Class A Interest, Class B Interest or
Class C Interest, as applicable). The Ordinary JV Interest of each JV Partner
will be expressed as a percentage of the aggregate Ordinary JV Interests of all
JV Partners. The Ordinary JV Interests of the JV Partners may be adjusted from
time to time as provided in this Agreement. The initial Ordinary JV Interest of
each JV Partner as of the Closing will be as set forth in Section 2.5 hereof.


“P&G Disclosure Schedule” means a schedule dated as of the Original Date
delivered by P&G to Clorox, which identifies exceptions and other matters
with respect to the representations and warranties of the P&G Parties
contained in Sections 4.1 and 4.3. 

“P&G Equipment” means the equipment described on Exhibit C hereto. 

“P&G Equipment Transfer
Documents” means such instruments
of transfer, with appropriate instruments of title, in form and substance
reasonably satisfactory to Clorox, to effectively transfer the P&G Equipment
as provided in Section 2.3 hereof. 

“P&G License Agreement” means the Intellectual Property License
Agreement to be dated and executed as of the Closing Date in the form attached
hereto as Exhibit A, providing for the license of certain Intellectual Property
by P&G Sub.  

13 








“P&G Partners” means P&G Sub and any Permitted Transferee
of P&G Sub that has been Transferred all or any part of the JV Interest held
by P&G. 

“P&G Services Agreement” means the Product Development and Services
Agreement to be dated and executed as of the Closing Date in the form attached
hereto as Exhibit
B, providing for certain services
to be provided by P&G. 

“Permitted Liens” means (i) Liens for Taxes that (x) are not yet
due or delinquent or (y) are being contested in good faith by appropriate
proceedings; (ii) statutory Liens or landlords’, carriers’, warehousemen’s,
mechanics’, suppliers’, materialmen’s, repairmen’s or other like Liens arising
in the ordinary course of business; (iii) Liens incurred or deposits made in
connection with workers’ compensation, unemployment insurance and other types of
social security or similar benefits; (iv) Liens incurred or deposits made to
secure the performance of tenders, bids, leases, statutory obligations, surety
and appeal bonds, government contracts, performance bonds and other obligations
of like nature; (v) as to any real property leases with respect to which the
relevant entity is a lessee, any Lien effecting the interest of the landlord
thereunder and (vi) Liens the existence of which do not and will not have,
individually or in the aggregate, a Material Adverse Effect. 

“Permitted Transfer” means a Transfer of all or part of any JV
Interest to a Permitted Transferee. 

“Permitted Transferee” means: 

(i) in the case of the Clorox
Parties and any Permitted Transferee of any Clorox Party: (A) Clorox, (B) any
Subsidiary of Clorox, (C) any Person that, together with its Affiliates, has
acquired all or substantially all of the Glad Global Business from the Clorox
Parties or their Permitted Transferees, and (D) any other Person to the extent
P&G has given its prior written consent to such Transfer; and

(ii) in the case of P&G
Sub and any Permitted Transferee of P&G Sub, (A) P&G, (B) any Subsidiary
of P&G and (C) any other Person to the extent Clorox has given its prior
written consent to such Transfer. 

“Person” means any individual, corporation, limited liability company,
partnership, trust, joint stock company, business trust, unincorporated
association, joint venture or other form of business or legal entity or
Governmental Authority. 

“Prime Rate” means the rate of interest per annum publicly announced from time to
time by Citibank, N.A. as its prime rate in effect at its principal office in
New York, New York; each change in the Prime Rate will be effective from and
including the date such change is publicly announced as being effective.


“Property” means the assets attributed to the Joint Venture, both tangible and
intangible. 

14 








“PWC Report” means the report of PriceWaterhouse Coopers dated October 4, 2002 with
respect to the Glad Business and the Glad Existing International Business
previously provided by Clorox to P&G. 

“Raw Material Technology” means technology used in the production of
specially-designed chemicals that can be used in the production of products in
the Exclusive Field. 

“Regulations” means the federal income tax regulations promulgated by the Treasury
Department under the Code, as such regulations may be amended from time to time.
All references herein to a specific section of the Regulations will be deemed
also to refer to any corresponding provisions of succeeding Regulations.


“Related Agreements” means, collectively, (i) the P&G License
Agreement, (ii) the P&G Services Agreement, (iii) the P&G Equipment
Transfer Documents, (iv) the JV Sublicense Agreements and (v) the Glad License
Agreements. 

“Related Local Intellectual
Property” means, for any
International Licensee, the Intellectual Property licensed to such International
Licensee under the applicable Glad License Agreement and JV Sublicense
Agreement. 

“Reserves” means cash funds set aside from Capital Contributions or gross cash
revenues as reserves. Such “Reserves” will be maintained in amounts and upon
such timing as is reasonably deemed necessary by the Board to finance any
working capital requirements and/or to pay taxes, insurance, debt service,
repairs, replacements, renewals, capital expenditures or other costs or expenses
to be attributed to the Joint Venture in accordance with the JV Accounting
Principles in the four Fiscal Quarters following the date such Reserves are
being established that will not be funded from Available Cash Flow based on the
then-current financial forecasts of the Joint Venture. 

“Significant Contracts” means any contract that would be required to be
submitted to the board of directors of Clorox in accordance with the policies of
Clorox for authorization and approval of contracts to which Clorox or its
Subsidiaries are a party as such policies are in effect as of the Original Date.


“Specific Technology” means any technology (as it may be modified with
modest effort for specific application in the Field) that has specific
application in the Field, including but not limited to technology that has a
unique use in the Field, is designed solely for use in the Field or otherwise is
of specific utility to the Field such as the technologies listed on Section 1.1
of the Clorox Disclosure Schedule. Any technology that is not Specific
Technology is General Technology. 

“Subsidiary” of any Person means any corporation, partnership, limited liability
company, joint venture or other legal entity of which such Person (either alone
or through or together with any other Subsidiary) owns or has the right to
acquire, directly or indirectly, 50% or more of the stock or other equity
interests the holder of which is generally entitled to vote for the election of
the board of directors or other governing body of such corporation or other
legal entity. 

15 








“Taxes” means all forms of taxation, duties, levies and imposts, whether of the
United States or elsewhere including income, chargeable gains, alternative or
add-on minimum, gross receipts, sales, use, ad valorem, value added, franchise,
capital, paid-up capital, profits, greenmail, license, environmental (including
taxes under Section 59A of the Internal Revenue Code of 1986, as amended),
withholding, payroll, employment, excise, severance, stamp, occupation, premium,
real or personal property, windfall profit, custom, duty or other tax,
(including national insurance contributions) together with any interest or any
penalty or addition to tax. 

“Third Party” means a Person other than the Clorox Parties, the P&G Parties or
their respective Affiliates. 

“Transfer” means to transfer, sell, hypothecate, encumber or assign, directly or
indirectly, provided that a Change of
Control of Clorox will not be considered a Transfer of any JV Interest held by
any Clorox Partner for purposes hereof, and a Change of Control of P&G will
not be considered a Transfer of any JV Interest held by any P&G Partner for
purposes hereof. 

Section 1.2 Other Definitions.


The following terms are
defined in the Sections indicated:


	          	Term	 	     	Section
	 	
		Additional Amount		2.6(e)
		Additional Contribution		2.6(f)
		Agreement		Preamble
		Arm’s Length Terms		5.3(a)(v)
		Authorized Persons		7.3(b)(iii)
		Board		5.1(a)
		Call Right		6.5(b)
		Capital Account		2.9(a)
		Change of Control Notice		6.4(a)(i)
	 	Class A Special Amount		3.4(c)(ii)
		Class C Special Amount		3.4(c)(i)
		Clorox		Preamble
		Clorox Contribution		2.2(a)(i)
		Clorox Benefit Plans		4.2(o)
		Clorox Excluded Assets		2.2(b)
		Clorox Indemnified Parties		10.2
		Clorox Parties		Preamble
		Clorox Retained Liabilities		2.2(c)
		Clorox Services		7.1(a)
		Closing		2.1
		Closing Date		2.1
		Competing Business		7.2(c)



16










	          	Term	     	Section
		 
		Confidential
      Information		7.3(b)
	 	Deadlock
      Notice		6.5(b)(i)
		Defined Benefit
      Plans		7.5(d)
		Distribution
      Shortfall		3.4(c)(v)
		Escalation		5.3(b)
		Existing
      International Balance Sheets		4.2(a)(vii)
		Existing
      Product		7.2(b)(vii)
		FDA		4.2(h)
		Glad Leadership
      Team		5.1(e)
		HSR Act		7.5(a)
		Indemnified
      Parties		10.2
		Indemnifying
      Party		10.3
		Initial
      Term		6.3(a)
		IP
      Transferees		11.12(c)
		JV Accounting
      Principles		9.1(a)
		Leased Real
      Property		4.2(e)
		Losses and
      Expenses		10.1
		Negative Cash
      Flow		2.6(b)
		New
    Country	 	7.8
		Option Exercise
      Period		2.7(a)
		Option
      Price		2.7(a)
		Original
      Agreement		Recitals
		Original
      Date		Recitals
		Owned Real
      Property		4.2(e)
		P&G		Preamble
		P&G
    Sub		Preamble
		P&G
      Contribution		2.3(a)(ii)
		P&G
      Indemnified Parties		10.1
		P&G
      Observers		5.1(b)
		P&G
      Option		2.7(a)
		P&G
      True-Up		2.6(c)
		P&G
      Parties		Preamble
		P&G
      Veto		5.3(b)
		Parent
      Loans		2.6(a)
		Party		Preamble
		Pro Rata
      Portion		7.5(d)
		Prohibited
      License Amounts		3.4(b)
		Purchaser
      Plan		7.5(d)
		Put
    Right		6.4(a)
		Resolution
      Period		5.3(b)
		Revised
      Valuation		6.8(a)
		Quarterly
      Financials		2.6(b)
		SEC		4.2(a)(v)
		SEC
      Documents		4.2(a)(v)



17 








	          	Term	      	Section
		 
	 	Supplemental
      Schedule		7.5(e)
		Tag-Along
      Right	 	6.6(a)
		Tax Matters
      Partner	 	9.2(b)
		Third-Party
      Sale		6.7(a)
		Term		6.3(a)
		Working
      Capital		4.2(a)(ii)



Section 1.3 Other
Definitional Provisions; Interpretation. 

The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement will
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and section and subsection references are to this Agreement unless
otherwise specified. The headings in this Agreement are included for convenience
of reference only and will not limit or otherwise affect the meaning or
interpretation of this Agreement. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they will be deemed to be followed by
the words “without limitation.” The phrases “the date of this Agreement,” “the
date hereof” and terms of similar import, unless the context otherwise requires,
will be deemed to refer to the date set forth in the first paragraph of this
Agreement. The meanings given to terms defined herein will be equally applicable
to both the singular and plural forms of such terms. All matters to be agreed to
by any Party hereunder must be agreed to in writing by such Party unless
otherwise indicated herein. 

ARTICLE
II 

CONTRIBUTIONS AND
ALLOCATIONS OF INTEREST


Section 2.1 Closing of
Joint Venture. 

Subject to the satisfaction or
waiver of the conditions set forth in Article VIII, the closing of the
transactions contemplated by Sections 2.2 and 2.3 (the “Closing”) will take place as of the close of business Pacific Time on January
31, 2003 at the offices of Clorox in Oakland, California, or at such other time
and place as may be mutually agreed to by the Parties (the “Closing Date”). The Parties agree that the actual exchange of
any documents, certificates assets or any other object required to be delivered
at Closing will take place at such other time and place either before or after
the close of business Pacific Time on January 31, 2003, as the Parties
reasonably determine. 

Section 2.2 Clorox
Contribution and Related Matters.


(a) From and after the Closing,
the following interests and Liabilities of the Clorox Parties and their
Subsidiaries will be attributed to, and for income Tax purposes will be deemed
owned or assumed by, the Joint Venture, except as provided in Section 2.2(b)
below with respect to Clorox Excluded Assets and Section 2.2(c) below with
respect to Clorox Retained Liabilities: 

(i) the interest of the Clorox
Parties and their respective Subsidiaries on the Closing Date in all of the businesses, assets, rights and properties (w)
reflected in the Glad Balance Sheet except as set forth in Schedule 2.2(a)(i)
hereto, (x) set forth in Section 2.2(a)(iii)(C) of the Clorox Disclosure
Schedule (to the extent an asset), (y) subject to the JV Accounting Principles,
to the extent and only to the extent utilized in or related to the Glad
Business, not reflected in the Glad Balance Sheet, provided that the Joint Venture and the Glad Business shall continue to have the
right to use (in the same manner, to the same extent and on the same terms) any
businesses, assets, rights and properties of the Clorox Parties and their
Subsidiaries that would have been included in this clause (y) but for the
application of the JV Accounting Principles or (z) subject to the JV Accounting
Principles, to the extent and only to the extent utilized in or related to the
Glad Business, acquired after the date of such Glad Financial Statements and
prior to the Closing and including, for the avoidance of doubt, the rights of
the Clorox Parties under the Glad License Agreements as of the Closing and in
the Intellectual Property licensed thereunder (collectively, the
“Clorox
Contribution”), and which Clorox
Contribution will be allocated among the Clorox Parties as set forth in the
Contribution Allocation Statement and for income Tax purposes will be deemed
contributed to the Joint Venture;

18 








(ii) subject to the JV Accounting
Principles, the interest of the Clorox Parties and their Subsidiaries in any
business, asset, right or property acquired during the Term by the Clorox
Parties to the extent and only to the extent utilized in or related to the Glad
Business (for the avoidance of doubt, for income Tax purposes, such interests
shall be deemed to be acquired by the Joint Venture rather than contributed by
the Clorox Parties); 

(iii) all Liabilities of the Clorox
Parties and their Subsidiaries to the extent and only to the extent (A)
reflected in the Glad Balance Sheet except as set forth in Schedule 2.2(a)(iii)
hereto, (B) incurred or assumed by the Glad Business in the ordinary course of
business after the date of such Glad Balance Sheet and prior to the Closing that
would be reflected as current Liabilities on a balance sheet of the Glad
Business as of the Closing prepared in accordance with the JV Accounting
Principles, but excluding any current Liabilities arising from third party
litigation claims, (C) set forth in Section 2.2(a)(iii)(C) of the Clorox
Disclosure Schedule (to the extent a Liability), (D) arising out of the conduct
of the Glad Business or the ownership or possession of any business, assets,
rights or property of the Glad Business during the Term or (E) assumed or
incurred during the Term by the Clorox Parties or their Subsidiaries in
accordance with the terms hereof with respect to the Glad Business,
provided that Indebtedness will be attributed to the Joint
Venture only to the extent that the provisions of Article V hereof with respect
to approvals are complied with and the proceeds of such Indebtedness are
utilized in the Glad Business to finance expenditures that cannot be financed by
Distributable Cash Flow; and 

(iv) all Net Income and Net Loss
and Available Cash Flow arising in respect of the foregoing and proceeds of any
disposition thereof. 

For avoidance of doubt, the
interests in clauses (i) through (iv) above will not include any interests in
the Glad Licensed Business other than the interests represented by the Glad
License Agreements and no foreign Subsidiary of Clorox that conducts the Glad
Licensed Business will be a JV Partner
hereunder. 

19 








(b) The following interests of
the Clorox Parties and their Subsidiaries will be excluded from the Joint
Venture and will not be attributed to the Joint Venture (collectively, the
“Clorox Excluded
Assets”), and from and after the
Closing the Joint Venture will not include any interest in any of the following:


(i) all rights of the Clorox
Parties and their Subsidiaries under this Agreement; 

(ii) all interests in any
business, asset, right or property sold, transferred or otherwise disposed of
after the date of the Glad Financial Statements and prior to the Closing in the
ordinary course of the Glad Business and not in violation of Section 7.7 hereof;


(iii) all cash and cash equivalents
as of the Closing other than petty cash with respect to the Glad Business;


(iv) all refunds or credits with
respect to any Taxes paid or incurred by Clorox or its Subsidiaries prior to the
Closing Date, except to the extent reflected on the Glad Balance Sheet;


(v) all refunds or credits with
respect to any income Taxes of Clorox or its Subsidiaries other than refunds of
non-U.S. income Taxes that were attributed to the Joint Venture pursuant to
Section 2.2(c)(ii);

(vi) all capital stock or other
equity interests of Clorox and its Subsidiaries; and 

(vii) all rights of the Clorox
Parties arising out of or in connection with any Retained Liabilities, including
without limitation any cause of action, right of recovery, right of set-off or
counterclaim. 

(c) From and after the Closing,
none of the following Liabilities will be attributed to the Joint Venture
(“Clorox Retained
Liabilities”): 

(i) any Liability (A) arising out
of or relating to the conduct of the Glad Business or the ownership or
possession of any business, assets, rights or property of the Glad Business
prior to the Closing Date or (B) assumed or incurred prior to the Closing Date
by the Clorox Parties or their Subsidiaries, except for any Liabilities
described in clause (A), (B) or (C) of Section 2.2(a)(iii);

(ii) (A) any Liability with
respect to income Taxes of the Clorox Parties and their Subsidiaries, except for
income Taxes imposed by a Tax authority of a foreign jurisdiction in which the
Joint Venture is conducting (or causing to be conducted) the Glad Business, and
(B) any Liability of the Clorox Parties and their Subsidiaries with respect to
Taxes resulting from effecting the Clorox Contribution at Closing; 

20 








(iii) any Liability arising out of
or relating to the Clorox Excluded Assets; 

(iv) any Liability with respect to
the matters set forth in Section 2.2(c)(iv) of the Clorox Disclosure Schedule;


(v) any Liability of the Clorox
Parties to the P&G Parties arising out of or related to any breach of this
Agreement or any Related Agreement by the Clorox Parties or their Subsidiaries,
even if arising out of or related to conduct of the Glad Business or the
ownership or possession of any business, asset, right or property of the Glad
Business during the Term; and 

(vi) any Liability for which the
Clorox Parties or their Subsidiaries have otherwise agreed to be liable and not
have attributed to the Glad Business pursuant to this Agreement or any Related
Agreement. 

Section 2.3 Contribution by
P&G and Related Matters.


(a) As of the Closing, the
following interests of the P&G Parties will be attributed to, and for Tax
purposes, will be deemed contributed to the Joint Venture: 

(i) a license to certain
Intellectual Property rights licensed to the Clorox Parties as set forth in the
P&G License Agreement; and 

(ii) all title, right and interest
to the P&G Equipment, the title to which P&G Equipment will be conveyed
to one or more Clorox Parties at the Closing, free and clear of all Liens,
except for Permitted Liens (collectively clauses (i) and (ii), the
“P&G Contribution”).


(b) From and after the
Closing:

(i) the rights of the Clorox
Parties under the P&G License Agreement and the JV Sublicense Agreements
will be attributed to the Joint Venture; 

(ii) the right, title and interest
of the Clorox Parties to the P&G Equipment will be attributed to the Joint
Venture; and 

(iii) all Net Income and Net Loss
and Available Cash Flow arising in respect of the foregoing and proceeds of any
disposition thereof will also be attributed to the Joint Venture. 

(c) The P&G Parties will make
the following deliveries on the Closing Date and during the Term in connection
with the rights granted under the P&G License Agreement:

(i) Within a reasonable time
after the Closing Date, the P&G Parties will deliver to Clorox for use in
the Glad Business all Know How included in the Core P&G Technology existing
in writing or otherwise fixed in a tangible medium on the Closing Date;


21 







(ii) On and after the Closing
Date, the P&G Parties will deliver to Clorox for use in the Glad Business
(A) all Know How developed on or after the Closing Date and (B) all Improvements
to any P&G Technology, as promptly as commercially practicable after any
such Know How or Improvements are developed; and 

(iii) In the event that any Know
How is necessary for the Clorox Parties’ use or practice of any P&G
Technology, but does not, as of the Closing Date or any later date, exist in
writing and is not otherwise fixed in a tangible medium, then the P&G
Parties, at Clorox’s request, will promptly (x) provide the Clorox Parties with
access to the P&G Parties’ employees who possess such Know How in order to
effectively convey such Know How to the Clorox Parties or (y) fix such Know How
in a written form reasonably satisfactory to Clorox. 

Section 2.4 Nature of JV
Interest 

An Ordinary JV Interest
represents an undivided participation interest in the Glad Business and each JV
Interest represents a right to receive income and losses, cash flow and proceeds
with respect thereto, as described herein. A JV Interest does not represent, and
will not be deemed to convey, a direct ownership interest in any of the
properties, assets or other rights of the Glad Business, title to which will be
held by the Clorox Parties, nor will it result in the assumption by the P&G
Parties of any Liabilities of the Glad Business. For income Tax purposes only, a
JV Interest represents a capital and profits interest in the Joint Venture.


Section 2.5 Initial
Allocations of Interest and Capital Accounts. 

(a) In consideration for the
Clorox Contribution, at the Closing the Clorox Parties will have an aggregate
initial Ordinary JV Interest of ninety percent (90%), the Class A Interest and
the Class B Interest and an aggregate Capital Account balance as will be
mutually agreed by the Parties prior to Closing. The JV Interests and Capital
Account balance of each individual Clorox Party as of the Closing will be
determined by Clorox in accordance with the Contribution Allocation Statement,
but in no event will the aggregate JV Interests and Capital Accounts balances of
the Clorox Parties as of the Closing exceed those provided in the first sentence
of this Section 2.5(a).

(b) In consideration for the
P&G Contribution, at the Closing P&G Sub will have an initial Ordinary
JV Interest of ten percent (10%), the Class C Interest and an aggregate Capital
Account balance as will be mutually agreed by the Parties prior to Closing. All
JV Interests and Capital Account balances of the P&G Parties as of the
Closing will be deemed to be owned solely and exclusively by P&G Sub.
P&G is a party to this Agreement for purposes of guaranteeing the
performance of all obligations of P&G Sub and to perform directly certain
obligations pursuant to this Agreement. 

Section 2.6 Additional
Capital Calls and Parent Loans.


(a) All additional capital
contributions that will be attributed to the Joint Venture will be made in
accordance with this Section 2.6. In the event additional funds are required to
finance specific capital, acquisition or extraordinary expenditures of the Glad
Business, such funds may be provided by the JV Partners as loans attributed to
the Joint Venture (“Parent
Loans”) or as
additional contributions of capital, in each case as provided in this Section
2.6. The Board may, from time to time, issue Capital Calls, requesting the JV
Partners to make additional contributions of capital in proportion to their
respective Ordinary JV Interests in order to finance expenditures of the Glad
Business if based on the then-current financial forecasts of the Joint Venture
(i) such expenditures cannot be funded entirely out of Distributable Cash Flow
for such Fiscal Quarter and (ii) if Parent Loans are used to finance such
expenditures, the Available Cash Flow during the next two (2) years will be
insufficient to repay in full all Parent Loans that would be outstanding
immediately after such new Parent Loans are incurred. Each JV Partner agrees
that Capital Calls issued to any JV Partner will be paid by the JV Partner at
its election. The remedy for non-payment of any Capital Calls will be limited to
the remedy set forth in this Section 2.6 and such non-payment will not be a
breach of this Agreement pursuant to this Section 2.6(a). Except as otherwise
required by law, no JV Partner will be required to make any additional
contributions to the capital attributed to the Joint Venture. All capital
contributions to be attributed to the Joint Venture will be paid by the JV
Partners to the account of the Clorox Partner designated by Clorox to receive
such capital contributions. 

22 







(b) In the event that additional
funds are required to finance specific capital, acquisition or extraordinary
expenditures of the Glad Business, and the then-current financial forecasts of
the Joint Venture indicate that (i) such expenditures can be funded entirely out
of Distributable Cash Flow for that Fiscal Quarter or (ii) if Parent Loans are
used to finance such expenditures, the Available Cash Flow during the next two
(2) years will be sufficient to repay in full all Parent Loans that would be
outstanding immediately after such new Parent Loans are incurred, the Clorox
Partners will provide such additional funds as a Parent Loan having a term of
two (2) years. In the event that Available Cash Flow for any Fiscal Quarter as
set forth in the quarterly financial statements of the Joint Venture for such
Fiscal Quarter to be delivered pursuant to Section 9.1(c) (the “Quarterly Financials”) is a negative number (such number, the
“Negative Cash
Flow”) (x) less than $10 million,
and the aggregate outstanding Parent Loans by the Clorox Partners would not
exceed $200 million if the amount of such Negative Cash Flow were treated as a
Parent Loan or (y) if Parent Loans are used to fund the Negative Cash Flow, the
Available Cash Flow during the next two (2) years will be sufficient to repay in
full all Parent Loans that would be outstanding immediately after such new
Parent Loans are incurred, then the amount of the Negative Cash Flow will be
treated as a Parent Loan by the Clorox Partners, which Parent Loan will be
deemed to have been made as of the last day of the Fiscal Quarter to which the
Negative Cash Flow relates. 

(c) In the event that there is
Negative Cash Flow for any Fiscal Quarter that will not be treated as a Parent
Loan in accordance with Section 2.6(b), then within three (3) Business Days of
delivery of the Quarterly Financials pursuant to Section 9.1(c), the Board will
issue a Capital Call to P&G Sub in an amount (the “P&G True-Up”) equal to: (i) the aggregate amount of the
Ordinary JV Interests held by the P&G Partners multiplied by (ii) the Negative Cash Flow. In the event the
P&G Partners pay such Capital Call, (A) the proceeds thereof will be paid to
the Clorox Partner designated by Clorox, (B) the P&G Partners will be deemed
to have made a capital contribution to the Joint Venture in the amount of the
P&G True-Up, (C) each of the Clorox Partners will be deemed to have made a
capital contribution to the Joint Venture in the amount of (x) the amount of the
Ordinary JV Interest held by such Clorox Partner multiplied by (y) the Negative Cash Flow and (D) the respective
Ordinary JV Interests of the Parties will not be adjusted with respect to such
capital contributions or such Capital Call paid by P&G Sub or deemed paid by the Clorox Partners. In the event
the P&G Partners decline to pay such Capital Call, the Clorox Partners will
be deemed to have advanced the amount of the Negative Cash Flow, which may be
treated as a loan or a contribution by the Clorox Partners at their election as
provided in Section 2.6(e) below.

23 







(d) All Parent Loans will bear
interest calculated on the outstanding principal amount thereof for each day
from the date such Parent Loan is made until it is paid in full at Prime Rate
plus two percent (2%) per annum payable on a quarterly basis, and payments with
respect to any Parent Loans will be credited first to accrued interest. Subject
to the provisions of Section 3.4(b)(iv), each Parent Loan will have a maturity
date of the last day of the Term.

(e) Subject to the provisions of
Section 2.6(c) hereof, in the event of the failure of any P&G Partner to
make full and timely payment of any additional capital contribution required by
any Capital Call pursuant to this Section 2.6, the Clorox Partners will be
deemed to have advanced to the Joint Venture the entire unpaid amount. Subject
to the provisions of Section 2.6(c) hereof, such advance as well as any other
amounts that would have been deemed paid by the Clorox Partner on its own behalf
with respect to such Capital Call if the P&G Partners had paid such Capital
Call in full (together with such advance, the “Additional Amount”) will, at the election of the advancing Clorox
Partner, be treated in either of the following manners: 

(i) the Additional Amount may be
treated as a Parent Loan; or

(ii) the Additional Amount may be
treated as a contribution by the Clorox Partner paying such Additional Amount
attributed to the Joint Venture of all or any portion of such unpaid Capital
Call. 

(f) Effective upon the making of
an additional capital contribution by a Clorox Partner pursuant to Section
2.6(e)(ii) (an “Additional
Contribution”), the Ordinary JV
Interest of each JV Partner will be recalculated as that percentage equal to a
fraction:

(i) the numerator of which is
equal to the sum of (A) (x) the Ordinary JV Interest of such JV Partner prior to
the Additional Contribution multiplied by (y) the
aggregate Fair Market Value of all Ordinary JV Interests prior to the Additional
Contribution plus (B) the amount, if any, of the Additional Contribution made by
such JV Partner, and

(ii) the denominator of which is
equal to the sum of (A) the aggregate Fair Market Value of all Ordinary JV
Interests prior to the Additional Contribution plus (B) the aggregate amount of
all Additional Contributions by all the JV Partners made at the same time as
such Additional Contribution. 

For purposes of this Section
2.6(f), prior to the three-year anniversary of the Closing Date, the Fair Market
Value of all the Ordinary JV Interests will be no less than $1.2 billion plus
the aggregate amount of Additional Contributions made or deemed made prior to
the date as of which such Fair Market Value is being determined. 

24 







By way of illustration, in the
event the Ordinary JV Interests held by the JV Partners remain unchanged from
the Closing Date and the P&G Option has not been exercised, and an
Additional Contribution is made by a Clorox Partner in the amount of $100
million and the Fair Market Value for all Ordinary JV Interests prior to such
Additional Contribution is equal to $2 billion, the Ordinary JV Interests held
by the P&G Partners would be an aggregate of 9.52% and the Ordinary JV
Interests held by the Clorox Partners would be an aggregate of 90.48%,
calculated as follows: 

9.52% = ((10%)($2 billion) +
0) / ($2 billion + $100 million) 

90.48% = ((90%)($2 billion) +
$100 million) / ($2 billion + $100 million)

Section 2.7 P&G
Option. 

(a) During the period commencing
on the Closing Date and ending on January 1, 2008 (the “Option Exercise Period”), the P&G Partners will have the option (the
“P&G Option”) to acquire from the Clorox Partners all (but
not less than all) of (x) a portion of the Clorox Partners’ Ordinary JV
Interests equal to ten percent (10%) of the total Ordinary JV Interests as of
the date of the closing of the exercise of the P&G Option and (y) the Class
A Interest. The cash purchase price to be paid by P&G Sub to the Clorox
Partners (the “Option
Price”) will be determined as
follows: 

(i) $126 million plus the
Adjustment Amount, if any, in the event the P&G Option is exercised on or
before January 1, 2004;

(ii) $133 million plus the
Adjustment Amount, if any, if the P&G Option is exercised after January 1,
2004 and on or before January 1, 2005;

(iii) $140 million plus the
Adjustment Amount, if any, if the P&G Option is exercised after January 1,
2005 and on or before January 1, 2006; 

(iv) $161 million plus the
Adjustment Amount, if any, if the P&G Option is exercised after January 1,
2006 and on or before January 1, 2007; and 

(v) $182 million plus the
Adjustment Amount, if any, if the P&G Option is exercised after January 1,
2007 and on or before January 1, 2008. 

(b) If the P&G Partners wish
to exercise the P&G Option, P&G will provide ten (10) Business Days
prior written notice to Clorox. The closing with respect to any exercise of the
P&G Option will take place on the tenth Business Day after exercise by the
P&G Partners of the P&G Option, provided that if all orders, consents
and approvals of Governmental Authorities legally required for the closing of
such sale will not have been obtained or will not be in effect, or if any
waiting period under the HSR Act will not have expired or been terminated, such
closing will be delayed until the tenth Business Day after such orders, consents
and approvals will be obtained and in effect and such waiting period, if any,
will have expired or been terminated. Payment of the Option Price will be by
immediately available funds to the accounts designated by Clorox. 

25 








Section 2.8 Rights with
Respect to Capital. 

(a) No JV Partner will have the
right to withdraw, or receive any return of, its Capital Contribution, and no
Capital Contribution may be returned in the form of property other than cash
except as specifically provided herein. 

(b) Except as expressly provided
in this Agreement, no Capital Contribution of any JV Partner will bear any
interest or otherwise entitle the contributing JV Partner to any compensation
for use of the contributed capital. 

Section 2.9 Capital
Accounts. 

(a) There will be established for
each JV Partner on the books of the Joint Venture a capital account
(“Capital Account”) that will be maintained in accordance with this
Section 2.9. 

(b) In the event a JV Partner
transfers a JV Interest in accordance with the terms of this Agreement, the
transferee will succeed to the Capital Account of the transferor to the extent
it relates to the transferred JV Interest. 

(c) The Capital Account of each
JV Partner will be increased by: 

(i) such JV Partner's cash
contributions attributed to and deemed contributed to the Joint Venture
(including deemed cash contributions equal to the amount of organizational
expenses incurred by such JV Partner on behalf of the Joint Venture);


(ii) the Carrying Value of
property attributed to and deemed contributed by such JV Partner (net of
Liabilities secured by such contributed property that the Joint Venture is
considered to have attributed to it or such property is subject to under Code
Section 752);

(iii) all items of Net Profits
allocated to such JV Partner pursuant to Article III or other provisions of this
Agreement, and

(iv) all items of income and gain
specially allocated to such JV Partner pursuant to Section 3.2. 

(d) The Capital Account of each
JV Partner will be decreased by: 

(i) the amount of cash
distributed to such JV Partner as a distribution with respect to the Joint
Venture; 

(ii) the Carrying Value of all
actual and deemed distributions of Property made to such JV Partner as a
distribution with respect to the Joint Venture pursuant to this Agreement (net
of Liabilities secured by such distributed Property that the JV Partner is
considered to assume or take subject to under Code Section 752);

(iii) all items of Net Loss
allocated to such JV Partner pursuant to Article III or other provisions of this
Agreement; and

26 










(iv) all
items of deduction, expense or loss specially allocated to such JV Partners
pursuant to Section 3.2. 

(e) The
provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with Regulations Section 1.704-1(b)(2)(iv), and will be
interpreted and applied in a manner consistent with such Regulations Section. To
the extent such provisions are inconsistent with such Regulations Section or are
incomplete with respect thereto, Capital Accounts will be maintained and
adjustments thereto will be made in accordance with such Regulations Section;
provided, however, that no such adjustment will have any effect on the amount
distributable hereunder to any JV Partner. 

ARTICLE
III 

ALLOCATIONS AND
DISTRIBUTIONS 

Section 3.1 Allocation of Net Profits and Losses. 

(a) Except
as otherwise provided in this Article III, Net Profits and Net Loss of the Joint
Venture in each Fiscal Year will be allocated among the JV Partners in
accordance with their respective Ordinary JV Interests. 

(b) Notwithstanding Section 3.1(a) above, Net Profits with respect to each of
the first eight Fiscal Quarters of the Joint Venture will be allocated among the
JV Partners as follows: 

(i) with
respect to the first four Fiscal Quarters of the Joint Venture, Net Profits will
be allocated one hundred percent (100%) to the Clorox Partners (pro rata in
accordance with their respective Ordinary JV Interests); provided that, if
P&G Sub exercises the P&G Option on or prior to the first day of any
such Fiscal Quarter, Net Profits for such Fiscal Quarter will be allocated
(subject to adjustment pursuant to Section 2.6(f)) ninety percent (90%) to the
Clorox Partners (pro rata in accordance with their respective JV Interests) and
ten percent (10%) to the P&G Partners (pro rata in accordance with their
respective Ordinary JV Interests); 

(ii) with
respect to the fifth through eighth Fiscal Quarters of the Joint Venture, Net
Profits will be allocated (subject to adjustment pursuant to Section 2.6(f))
ninety-five percent (95%) to the Clorox Partners (pro rata in accordance with
their respective Ordinary JV Interests) and five percent (5%) to the P&G
Partners (pro rata in accordance with their respective Ordinary JV Interests);
provided that, if P&G Sub exercises the P&G Option on or prior to the
first day of any such Fiscal Quarter, Net Profits for such Fiscal Quarter will
be allocated (subject to adjustment pursuant to Section 2.6(f)) eighty-five
percent (85%) to the Clorox Partners (pro rata in accordance with their
respective Ordinary JV Interests) and fifteen percent (15%) to the P&G
Partners (pro rata in accordance with their respective Ordinary JV Interests);
and 

(iii) notwithstanding the provisions of Section 3.1(b)(i) and (ii) above, Net
Profits with respect to any sale, transfer or other disposition of any business
or assets of the Glad Business outside the ordinary course of the Glad Business
during the first eight Fiscal Quarters will be allocated among the JV Partners
pro rata in accordance with their respective Ordinary JV Interests.
 

27 








Section 3.2 Special Allocations.


For purposes of the following
provisions of this Section 3.2, the Clorox Partners will be regarded as a single
JV Partner with a single Capital Account. Notwithstanding anything contained
herein to the contrary: 

(a) If a
JV Partner would at any time receive, but for this Section 3.2(a), an allocation
of deduction, loss, or expenditure that would cause or increase a deficit
balance in such JV Partner's Capital Account in excess of any amount of such
deficit balance that the JV Partner is obligated to restore or deemed obligated
to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or
increase such deficit Capital Account balance will be specially allocated to the
other JV Partners, if any, with positive Capital Account balances in proportion
to such balances. The loss limitation under this Section 3.2(a) is intended to
comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the
reductions described in subparagraphs (4), (5) and (6) therein. 

(b) If in
any Fiscal Year a JV Partner receives an adjustment, allocation or distribution
described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6),
items of Joint Venture income and gain will be specially allocated to each such
JV Partner in an amount and manner sufficient to eliminate, to the extent
required by the Treasury Regulations, the Capital Account deficit of such JV
Partner as quickly as possible provided that an allocation pursuant to this
Section 3.2(b) will be made only if and to the extent that such JV Partner would
have a Capital Account deficit after all other allocations provided for in this
Article III have been tentatively made as if this Section 3.2(b) were not in the
Agreement. This Section 3.2(b) is intended to qualify and be construed as a
“qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith.


(c) If
there is a net decrease in minimum gain attributed to the Joint Venture or JV
Partner nonrecourse debt minimum gain (determined in accordance with the
principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during
any Joint Venture taxable year, the JV Partners will be allocated items of
income and gain attributed to the Joint Venture for such year (and, if
necessary, subsequent years) in an amount equal to their respective shares of
such net decrease during such year, determined pursuant to Treasury Regulation
Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be
determined in accordance with Treasury Regulation Section 1.704-2(f). This
Section 3.2(c) is intended to comply with the minimum gain chargeback
requirements in such Treasury Regulations and will be interpreted consistently
therewith, including that no chargeback will be required to the extent of the
exceptions provided in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4). 

(d) The
allocation provisions set forth in this Article III and the other provisions of
this Agreement relating to the maintenance of Capital Accounts are intended to
comply with Treasury Regulation Section 1.704-1(b) and will be interpreted and
applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic
rights of any JV Partner, including rights to distributions with respect to the
Joint Venture.  

28 








(e) Any
special allocations of items of income, gain, loss or deductions pursuant to
Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent
allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount
of any items so allocated will, to the extent possible, be equal to the net
amount that would have been allocated to each such JV Partner pursuant to the
provisions of this Article III if such special allocations had not occurred.


(f) In the
event that any fees, interest, or other amounts paid to any JV Partner or any
Affiliate thereof pursuant to this Agreement or any other agreement attributed
to the Joint Venture with any JV Partner or Affiliate thereof providing for the
payment of such amount, and deducted by the Joint Venture in reliance on Section
707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint
Venture on its federal income tax return and are treated as Joint Venture
distributions, then: 

(i) the
Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such
fees, interest, or other amounts were paid will be increased or decreased, as
the case may be, by the amount of such fees, interest, or other amounts that are
treated as Joint Venture distributions; and 

(ii) there
will be allocated to the JV Partner to which (or to whose Affiliate) such fees,
interest, or other amounts were paid, prior to the allocations pursuant to
Section 3.1, an amount of gross income for the Fiscal Year equal to the amount
of such fees, interest, or other amounts that are treated as Joint Venture
distributions. 

(g) Prior
to the allocation of Net Profits and Net Losses pursuant to Section 3.1, the
following allocations shall be made for each Fiscal Year: 

(i) The
holder of the Class A Interest will be specially allocated royalty income
attributable to royalty payments made under the Glad License Agreements for such
Fiscal Year in an amount of royalty payments equal to the aggregate amounts
distributable to the holder of the Class A Interest under Section 3.5(b)(i)
hereof (without regard to distributions treated as guaranteed payments under
such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income
allocated to the Class A Interest hereunder will be allocated among the various
sources of such royalty income in the same manner as withholding taxes are
calculated under the definition of “Deemed Withholding Taxes”. The holder of the
Class A Interest will also be specially allocated income for such Fiscal Year in
an amount equal to the sum of the IP Allocation Amounts with respect to IP
Acquisitions for such Fiscal Year and will be specially allocated all income
attributable to Glad License Termination Amounts paid for such Fiscal Year;


(ii) After
the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class
B Interest will be specially allocated royalty income attributable to royalty
payments made under the Glad License Agreements for such Fiscal Year in an
amount equal to the aggregate royalty payments received under the Glad License
Agreements for such Fiscal Year, minus the amount of
royalty income allocated to the Class A Interest under Section 3.2(g)(i) for
such Fiscal Year. The holder of the Class B Interest will also be specially
allocated income for such Fiscal Year equal to the aggregate IP Acquisition
Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess
of the aggregate IP Allocation Amounts included in the calculation of the Class
A Special Amount and the Class C Special Amount for each Fiscal Quarter in such
Fiscal Year; 

29








(iii) The
holder of the Class C Interest will be specially allocated royalty income
attributable to royalty payments made under the JV Sublicense Agreements in such
Fiscal Year in an amount of royalty payments equal to the aggregate royalty
payments received under the JV Sublicense Agreements for such Fiscal Year. The
holder of the Class C Interest will also be specially allocated income for such
Fiscal Year in an amount equal to the sum of the IP Allocation Amounts with
respect to IP Acquisitions for such Fiscal Year and will be specially allocated
all income attributable to JV Sublicense Termination Amounts paid for such
Fiscal Year; 

(iv) The
Clorox Partners will be specially allocated all deductions arising from the
payment of guaranteed payments pursuant to Section 3.5(a) and Section 3.5(b)
hereof in such Fiscal Year and shall be specially allocated all income
attributable to Prohibited License Amounts received on behalf of the Joint
Venture in such Fiscal Year; and 

(v) Each
JV Partner will be specially allocated all deductions arising from the
amortization of organizational expenses (within the meaning of Section 709(b) of
the Code) incurred by such JV Partner on behalf of the Joint Venture.


Section 3.3 Section 704(c) Allocation.


(a) For
income tax purposes only, each item of income, gain, loss, and deduction with
respect to any Property, the Carrying Value of which differs from its adjusted
tax basis for federal income tax purposes, will be allocated in accordance with
the principles of Section 704(c) of the Code so as to take into account the
variation between the adjusted tax basis of such Property and its Carrying
Value. For purposes of applying the principles of Section 704(c) of the Code,
the Joint Venture will use the traditional method described in Treasury
Regulation Section 1.704-3(b) or such other methods as the JV Partners
unanimously agree. 

(b) Subject to the provisions of Section 3.3(a), items of income, gain, loss,
deduction and credit to be allocated for income tax purposes will be allocated
for each Fiscal Year among the JV Partners in the same manner and on the same
basis as Net Profits and Net Loss are allocated, taking into account special
allocations made pursuant to Section 3.2. 

Section 3.4 Distributions of Available Cash Flow. 

(a) After
making distributions of Distributable Cash Flow pursuant to Section 3.4(c) for
any Fiscal Quarter, all remaining Distributable Cash Flow attributed to the
Joint Venture for such Fiscal Quarter will be distributed by the Clorox Partners
in accordance with this Section 3.4(a). If Available Cash Flow as shown in the
Quarterly Financials for any Fiscal Quarter results in the Distributable Cash
Flow for that Fiscal Quarter being a positive number, a distribution with
respect to such Fiscal Quarter will be made by the Clorox Partners to the
P&G Partners within three (3) Business Days after delivery of such Quarterly
Financials and each Clorox Partner will be deemed to have received a
distribution on that same date. All distributions made by the Clorox Partners
pursuant to this Section 3.4 will be in immediately available funds to the
account designated by the P&G Partners to Clorox in writing. Except as
otherwise provided in this Section 3.4 or Article VI, all distributions of
Distributable Cash Flow from any Fiscal Quarter will be made to the JV Partners
pro rata in accordance with their respective Ordinary JV Interests as of the
last day of such Fiscal Quarter so that the amount distributed to the P&G
Partners will equal its Ordinary JV Interest as of such day multiplied by the
aggregate amount of Distributable Cash Flow.  

30 








(b) Notwithstanding the provisions of Section 3.4(a), after making
distributions of Distributable Cash Flow pursuant to Section 3.4(c), 

(i) with
respect to the first four Fiscal Quarters of the Joint Venture, the remaining
Distributable Cash Flow will be distributed one hundred percent (100%) to the
Clorox Partners (pro rata in accordance with their respective Ordinary JV
Interests); provided that if the P&G Partners exercise the P&G Option on
or prior to the first day of any such Fiscal Quarter, such Distributable Cash
Flow for such Fiscal Quarter will be distributed (subject to adjustment pursuant
to Section 2.6(f)) ninety percent (90%) to the Clorox Partners (pro rata in
accordance with their respective Ordinary JV Interests) and ten percent (10%) to
the P&G Partners;

(ii) with
respect to the fifth through eighth Fiscal Quarters of the Joint Venture, the
remaining Distributable Cash Flow will be distributed (subject to adjustment
pursuant to Section 2.6(f)) ninety-five percent (95%) to the Clorox Partners
(pro rata in accordance with their respective Ordinary JV Interests) and five
percent (5%) to the P&G Partners; provided that if the P&G Partners
exercises the P&G Option on or prior to the first day of any such Fiscal
Quarter, such Distributable Cash Flow for such Fiscal Quarter will be
distributed (subject to adjustment pursuant to Section 2.6(f)) eighty-five
percent (85%) to the Clorox Partners (pro rata in accordance with their
respective Ordinary JV Interests) and fifteen percent (15%) to P&G Partners;
and 

(iii) notwithstanding the provisions of Section 3.4(b)(i) and (ii) above,
distributions of Distributable Cash Flow consisting of the net cash proceeds of
any sale, transfer or other disposition of any business or assets of the Glad
Business outside the ordinary course of the Glad Business during the first eight
Fiscal Quarters will be made to the JV Partners pro rata in accordance with
their respective Ordinary JV Interests as of the last day of such Fiscal
Quarter. 

(c) Prior
to any distributions of Distributable Cash Flow under Sections 3.4(a) or 3.4(b),
Distributable Cash Flow for any Fiscal Quarter will be distributed in accordance
with this Section 3.4(c) in the following order of priority: 

(i) In the
event of one or more International Acquisitions that have related IP
Acquisitions in a Fiscal Quarter, the holder of the Class C Interest will be
entitled to a distribution with respect to such Fiscal Quarter of Distributable
Cash Flow in an amount equal to the sum of the aggregate IP Allocation Amounts
with respect to all such International Acquisitions in such Fiscal Year (the
“Class C Special
Amount”);

31 








(ii) In the
event of one or more International Acquisitions that have related IP
Acquisitions in a Fiscal Quarter, the holder of the Class A Interest will also
be entitled to a distribution with respect to such Fiscal Quarter of
Distributable Cash Flow equal to the sum of the aggregate IP Allocation Amounts
with respect to all such International Acquisitions in such Fiscal Quarter (the
“Class A Special
Amount”);

(iii) The
holder of the Class B Interest will be entitled to a distribution with respect
to each Fiscal Quarter of Distributable Cash Flow in an amount equal to the
aggregate royalty payments received under the Glad License Agreements (net of
withholding taxes imposed on such royalty payments) for such Fiscal Quarter,
minus the amount distributable to the holder of the
Class A Interest under Section 3.5(b)(i) for such Fiscal Quarter;

(iv) The
holder of the Class B Interest will be entitled to a special distribution with
respect to each Fiscal Quarter of Distributable Cash Flow equal to the aggregate
IP Acquisition Prices, if any, for such Fiscal Quarter, less the sum of the
Class A Special Amount and the Class C Special Amount for such Fiscal Quarter;
and 

(v) In the
event there is insufficient Distributable Cash Flow in any Fiscal Quarter to pay
the amounts otherwise distributable under this Section 3.4(c) (a
“Distribution
Shortfall”), there shall be a
priority distribution of Distributable Cash Flow in the next succeeding Fiscal
Quarter in the amount of such Distribution Shortfall (and all prior Distribution
Shortfalls to the extent a distribution has not been made with respect to any
such Distribution Shortfall under this Section 3.4(c)(v)) in the order of
priority set forth in this Section 3.4(c) to the Parties who were the holders of
the Class A Interest, Class B Interest and Class C Interest at the time of such
Distribution Shortfall. Notwithstanding anything set forth in this Section 3.4 to the contrary,
distributions under this Section 3.4(c)(v) shall be made before any
distributions are made under Sections 3.4(c)(i) through (iv), inclusive, for a
Fiscal Quarter.

Any distributions of
Distributable Cash Flow pursuant to this Section 3.4(c) will reduce the amount
of Distributable Cash Flow available for distribution pursuant to Section 3.4(a)
and 3.4(b) hereof. 

(d) To the
extent there are any outstanding Parent Loans, and there is Available Cash Flow
in any Fiscal Quarter, then all Available Cash Flow will be immediately applied
towards outstanding Parent Loans and accrued and unpaid interest thereon until
all Parent Loans and accrued interest thereon will have been repaid in full. As
long as any Parent Loans remain outstanding, no distributions will be made
pursuant to this Section 3.4 in respect of the JV Interests. 

(e) The
Parties acknowledge that it is expected that the Glad Global Business will
participate in Clorox’s centralized cash management system and that any cash
generated by the Glad Global Business may be used by Clorox in its discretion,
subject to the other provisions of this Agreement and the Related Agreements.


32 








Section 3.5 Distributions of IP Related Amounts. 

The holders of the Class C
Interest and the Class A Interest shall be entitled to distributions of the
following amounts received under the JV Sublicense Agreements and the Glad
License Agreements, which amounts shall be distributed or paid, as the case may
be, by the Clorox Partners on behalf of the Joint Venture in the order and
priority set forth below for any Fiscal Quarter: 

(a) The
holder of the Class C Interest will be entitled to distributions of (i) all
royalties paid under the JV Sublicense Agreements for such Fiscal Quarter (net
of withholding taxes imposed on such royalty payments), and (ii) all JV
Sublicense Termination Amounts paid under the JV Sublicense Agreements for such
Fiscal Quarter (net of withholding taxes imposed on such JV Sublicense
Termination Amounts). In the event the foregoing amounts payable under any JV
Sublicense Agreement are not permitted to be paid as a result of legal
restrictions in a local jurisdiction of an International Licensee, the holder of
the Class C Interest shall be entitled to receive, and the Clorox Partners on
behalf of the Joint Venture shall cause to be paid, an amount equal to the
shortfall (reduced by any withholding taxes that would have been imposed had the
full amounts due actually been paid by the International Licensee). The amount
of such payment shall be treated as a guaranteed payment under Section 707(c) of
the Code. For the avoidance of doubt, no P&G Partner shall be required to
contribute or otherwise fund, directly or indirectly, such guaranteed payments.
If the International Licensee is later permitted by the local jurisdiction to
make royalty payments that were previously prohibited, the amount of such
payments received shall be distributed to the Clorox Partners.

(b) The
holder of the Class A Interest will be entitled to distributions of (i)
royalties paid under the Glad License Agreements for such Fiscal Quarter in an
amount equal to the Class A Royalty Amount (or, in the event the aggregate
royalty payments paid under the Glad License Agreements for such Fiscal Quarter
(net of withholding taxes imposed on such royalty payments) are less than the
Class A Royalty Amount, such lesser amount of royalty payments) and (ii) all
Glad License Termination Amounts paid under the Glad License Agreements for such
Fiscal Quarter (net of withholding taxes imposed on such amounts). In the event
the P&G Option has been exercised, to the extent (x) the aggregate royalty
payments under the Glad License Agreements for a Fiscal Quarter are less than
the Class A Royalty Amount for such Fiscal Quarter or (y) Glad License
Termination Amounts are not permitted to be paid as a result of legal
restrictions in a local jurisdiction of an International Licensee, the holder of
the Class A Interest will be entitled to receive, and the Clorox Partners on
behalf of the Joint Venture shall cause to be paid an amount equal to such
shortfall (in the case of clause (y), reduced by any withholding taxes that
would have been imposed had the full amounts due actually been paid by the
International Licensee). The amount of such payment shall be regarded as a
guaranteed payment under Section 707(c) of the Code. For the avoidance of doubt,
no P&G Partner shall be required to contribute or otherwise fund, directly
or indirectly, such guaranteed payments. If the International Licensee is later
permitted by the local jurisdiction to make royalty payments that were
previously prohibited, the amount of such payments received shall be distributed
to the Clorox Partners (such amounts, together with the amounts described in the
last sentence of Section 3.5(a) hereof, shall be referred to as “Prohibited
License Amounts”).

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ARTICLE
IV 

REPRESENTATIONS AND
WARRANTIES 

Section 4.1 Representations and Warranties of all the Parties. 

Each of the Clorox Parties
hereby jointly and severally represents and warrants to the P&G Parties with
respect to each Glad Party, and each of the P&G Parties hereby jointly and
severally represents and warrants to each of the Clorox Parties with respect to
each of the P&G Parties, as follows, in each case subject to the exceptions
set forth on the Clorox Disclosure Schedule, or the P&G Disclosure Schedule,
as applicable: 

(a) Organization and Authority. Such Party is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, and has the requisite power
and authority to own, lease and operate its properties and to conduct its
business as now conducted by it. Such Party has all requisite power and
authority to enter into this Agreement and the Related Agreements to which it is
a party and to perform its obligations hereunder and thereunder. Such Party is
qualified to do business and is in good standing as a foreign corporation,
partnership or other entity, as applicable, in all jurisdictions in which it
conducts its business, except where the failure to be so qualified does not and
will not, individually or in the aggregate, have a Material Adverse Effect.


(b) Authorization. The
execution, delivery and performance by such Party of this Agreement and the
Related Agreements, in each case to which it is a party, and the consummation by
such Party of the transactions contemplated hereby and thereby have been duly
authorized by all necessary corporate action on the part of such Party. This
Agreement has been, and each of the Related Agreements will on the Closing Date
be, in each case to which it is a party, duly executed and delivered by such
Party and constitutes or, in the case of the Related Agreements, upon execution
thereof by all other appropriate parties will constitute, a valid and legally
binding obligation of such Party, enforceable against it in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in
a proceeding at equity or at law) and an implied covenant of good faith and fair
dealing. 

(c) Consents and Approvals; No Conflicts. The execution, delivery and performance by such
Party of this Agreement and the Related Agreements, in each case to which it is
a party, and the consummation by such Party of the transactions contemplated
hereby and thereby will not (i) conflict with or result in a breach of any
provision of the charter or bylaws (or equivalent governing documents) of such
Party, (ii) require any consent, approval, authorization or permit of, or filing
with or notification to, any Governmental Authority, (iii) require the consent
or approval of any Person (other than a Governmental Authority) or violate or
conflict with, or result in a breach of any provision of, constitute a default
(or an event which with notice or lapse of time or both would become a default)
or give to any third party any right of termination, cancellation, amendment or
acceleration under, or result in the creation of a Lien on any of the assets
attributed to the Joint Venture under, any of the terms, conditions or
provisions of any contract or license to which such Party is a party or by which
it or its assets or property are bound, or (iv) violate or conflict with any
order, writ, injunction, decree, statute, rule or regulation applicable to such
Party; other than any matters described in clauses (ii), (iii) and (iv) above
which, individually or in the aggregate, do not and will not have a Material
Adverse Effect.  

34 








(d) Certain Fees. Neither such
Party nor any of its officers, directors or employees, on behalf of such Party,
has employed any broker or finder or incurred any other Liability for any
brokerage fees, commissions or finders’ fees in connection with transactions
contemplated hereby. 

Section 4.2 Representations and Warranties of the Clorox Parties. 

Each of the Clorox Parties
hereby jointly and severally represents and warrants to the P&G Parties as
follows, in each case subject to the exceptions set forth on the Clorox
Disclosure Schedule: 

(a) Financial Statements.


(i) The
Glad Financial Statements were derived from the books and records of the Glad
Business. The Glad Balance Sheet has been prepared in accordance with the
methodologies set forth in the PWC Report consistently applied. The income
statement included in the Glad Financial Statements has been prepared in
accordance with the JV Accounting Principles. The application of the JV
Accounting Principles will not affect the statement of results of operations
included in the Glad Financial Statements. The Glad Financial Statements fairly
and truly present in accordance with the JV Accounting Principles the financial
position of the Glad Business as at June 30, 2002 and the results of its
operations for the year then ended, before deductions for any income Taxes and
after certain internal adjustments indicated in the notes thereto. 

(ii) As of
the Closing, the Glad Business will have sufficient Working Capital to operate
the Glad Business after the Closing in the ordinary course consistent with past
practice. For purposes hereof, “Working Capital” is
calculated as (i) the current assets of the Glad Business attributed to the
Joint Venture minus (ii) the current
Liabilities of the Glad Business attributed to the Joint Venture, prepared and
calculated as provided in the immediately preceding sentence. 

(iii) Except
as and to the extent disclosed in the Glad Balance Sheet and, except for
Liabilities incurred in connection with the transactions contemplated by this
Agreement and the Related Agreements, there are no Liabilities of the Glad
Business, that would be required to be reflected on, or reserved against, in a
consolidated balance sheet of the Glad Business in accordance with the JV
Accounting Principles, except for (x) Liabilities which, singly or in the
aggregate, do not and will not have a Material Adverse Effect, and (y)
Liabilities incurred subsequent to the date of such balance sheet by the Glad
Business in the ordinary course of business consistent with past practice.


(iv) Any
hedge arrangements included in the Liabilities to be attributed to the Glad
Global Business pursuant to Section 2.2(a)(iii)(c) relate to the underlying
business operations of the Glad Global Business and are not held for speculative
purposes. 

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(v) Clorox
has filed on a timely basis all forms, reports and documents required to be
filed with the United States Securities and Exchange Commission (the
“SEC”) since July 1, 2001 (all forms, reports and
documents filed by Clorox with the SEC since July 1, 2001 are referred to herein
as the “SEC
Documents”). The SEC Documents
(A) complied as to form in all material respects with the requirements of the
Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, as
the case may be, and the rules and regulations thereunder, each as in effect on
the date so filed or amended, and (B) did not at the time they were filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. 

(vi) The
most recent audited annual financial statements and unaudited quarterly
financial statements included in the SEC Documents were prepared in accordance
with GAAP applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes thereto or in the SEC Documents), and each
fairly presents the consolidated financial position of Clorox and its
Subsidiaries at the respective dates thereof and the consolidated results of
their operations and cash flows for the periods indicated, except that the
unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments and do not contain all of the footnote
disclosures required by GAAP. 

(vii) Each
of the balance sheets set forth in the PWC Report with respect to the Glad
Existing International Business in Canada, Australia and New Zealand (the
“Existing International Balance
Sheets”) has been prepared in
accordance with the methodologies set forth in the PWC Report consistently
applied, and is accurate based on such methodologies. The application of the JV
Accounting Principles to the Existing International Balance Sheets will not
affect the statement of results of operations included in the PWC Report with
respect to the Glad Existing International Business in Canada, Australia and New
Zealand. The income statements included in the PWC Report with respect to the
Glad Existing International Business in Canada, Australia and New Zealand fairly
and truly present in accordance with the JV Accounting Principles the results of
operations of the Glad Existing International Business in such countries in
accordance with the JV Accounting Principles, excluding costs included therein
that would be charged through the Clorox Services in accordance with Exhibit
F.

(viii) There
are no Liabilities of the Glad Existing International Business in South Africa,
Costa Rica, Hong Kong, Philippines and Korea, singly or in the aggregate, which,
in light of the business, properties, assets and cash flow of the Glad Existing
International Business in such countries, do or will have a material adverse
effect upon the business, properties, financial condition or results of
operations of the Glad Existing International Business or a Material Adverse
Effect. 

36 










(b) Absence of Certain Changes
or Events. Since June 30, 2002, the Glad Parties have conducted the Glad Global
Business in all material respects only in the ordinary course, consistent with
past practice and except as reflected in the Glad Financial Statements, since
such date there has not been, prior to the date hereof, (i) any material
adverse change in the business, properties, financial condition or results of
operations of the Glad Global Business, except as may arise from or relate to
changes in general economic conditions in the geographic regions in which the
Glad Global Business operates or (ii) any damage, destruction, loss, conversion,
condemnation or taking by eminent domain related to any material property or
assets of the Glad Global Business except for such matters that, individually or
in the aggregate, do not and will not have a Material Adverse Effect related to
the Glad Global Business. 

(c) Sufficiency of and Title to Properties; Absence of Liens and
Encumbrances. The Clorox Parties
and their Subsidiaries have good title to all properties, assets and other
rights reflected as owned by the Clorox Parties on the Glad Balance Sheet or
acquired after the date of such Glad Balance Sheet and prior to the Closing
Date, as well as all other properties, assets and other rights included in the
Clorox Contribution, free and clear of all Liens (other than Permitted Liens),
except for any such properties, assets or other rights sold, transferred or
otherwise disposed of after the date of the Glad Balance Sheet and prior to the
Closing in the ordinary course of the Glad Business and not in violation of
Section 7.7 hereof. The Glad Parties and their Subsidiaries will own or have the
right to use all properties, assets and other rights used to generate the income
reflected in the income statements included in the PWC Report with respect to
the Glad Existing International Business except for any such properties, assets
or other rights sold, transferred or otherwise disposed of after the date of
such income statements and prior to the Closing in the ordinary course of the
Glad Existing International Business and not in violation of Section 7.7 hereof.


(d) Properties, Contracts, Permits and Other Data. All rights, licenses, leases, registrations,
applications, contracts, commitments and other agreements of the Glad Global
Business or by which the assets used in the Glad Global Business are bound are
in full force and effect and are valid and enforceable in accordance with their
respective terms except for such failures to be in full force and effect and
valid and enforceable that do not and will not, individually or in the
aggregate, have a Material Adverse Effect. The Glad Parties are not in breach or
default in the performance of their obligations thereunder with respect to the
Glad Global Business and no event has occurred or has failed to occur whereby
any of the other parties thereto have been or will be released therefrom or will
be entitled to refuse to perform thereunder, except for such matters which do
not and will not individually or in the aggregate, a Material Adverse Effect.


(e) Real Property. With
respect to any real property owned by the Glad Parties and used in the Glad
Global Business (the “Owned Real
Property”), the Glad Parties have
good title to such parcel, free and clear of all Liens, except for Permitted
Liens, and (i) there are no leases, subleases, licenses or agreements granting
to any party or parties the right of use or occupancy of any portion of such
Owned Real Property; and there are no outstanding options or rights of first
refusal to purchase such parcel, or any portion thereof or interest therein, in
each case except as, individually or in the aggregate, do not and will not have
a Material Adverse Effect. With respect to any real property leased by the Glad
Parties and used in the Glad Global Business (the “Leased Real Property”), none of the Glad Parties has assigned,
transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in
the leasehold or subleasehold under any Leased Real Property and there are no
leases, subleases, licenses or agreements granting to any third party or parties
the right of use or occupancy of any portion of any Leased Real Property, in each case except as do not and will
not have a Material Adverse Effect. 

37 








(f) Legal Proceedings. As of the date of this Agreement, there is no
material litigation, proceeding or governmental investigation to which any Glad
Party is a party pending or, to the knowledge of the Clorox Parties, threatened
against the Glad Parties or their respective Subsidiaries arising out of or
related to the Glad Global Business or assets used in the Glad Global Business
or the transactions contemplated by this Agreement or which seeks to restrain or
enjoin the consummation of any of the transactions contemplated hereby. The Glad
Parties are not a party to with respect to the Glad Global Business, nor are the
assets used in the Glad Global Business subject to, any material judgment, writ,
decree, injunction or order entered by any court or Governmental Authority
(domestic or foreign). 

(g) Labor Controversies. (i)
There have been no labor strikes, slow-downs, work stoppages or lock-outs during
the past three years, nor is any such strike, slow-down, work stoppage or
lock-out pending or, to the knowledge of the Clorox Parties, threatened with
respect to the current or former employees of the Glad Parties performing
services with respect to the Glad Global Business and (ii) the Glad Parties are
not party with respect to the Glad Global Business to any collective bargaining
agreement, contract, letter of understanding or, to the knowledge of the Clorox
Parties, any other agreement, formal or informal with any labor union or
organization. 

(h) Intellectual Property and Technology. The Glad Parties own, or are licensed to use,
all Intellectual Property used in the Glad Global Business as of the date hereof
and as used during the past two years. The patents and trademarks used in the
Glad Global Business are unexpired and have not been abandoned other than
pursuant to a reasonable business decision made in the ordinary course of
business. The patents and trademarks of the Glad Global Business are valid and
enforceable. To the knowledge of the Clorox Parties, the Intellectual Property
used in the Glad Global Business is not being Infringed by any third party. The
conduct of the Glad Global Business, including the use or practice of the
patents in the Glad Global Business and the use of the trademarks in the Glad
Global Business, consistent with past practice during the past two years, does
not Infringe upon or misappropriate the Intellectual Property of any third
party. Except as expressly provided in the P&G Services Agreement or the
P&G License Agreement , none of the rights of Clorox or its Affiliates to
any Intellectual Property used in the Glad Global Business will be impaired by
the transactions provided for herein. There are no currently pending claims
(whether private or governmental) against any of the Glad Parties, or to their
knowledge threatened, that seek to limit their right to use any of the
Intellectual Property used by the Glad Parties in conducting the Glad Global
Business or alleging that the use of any Intellectual Property by the Glad
Parties does not comply with any governmental regulation, or that seek to cancel
or question the validity, enforceability, ownership or use of any Intellectual
Property used in the Glad Global Business. The Glad Parties have taken all
reasonable steps to protect, maintain and safeguard the Intellectual Property
used in the Glad Global Business. The food storage, bags, wraps and container
products of the Glad Business contain only substances that are food-contact safe
as determined by the United States Food and Drug Administration
(“FDA”) and do not contain any other substances that
require approval of the FDA or any other Governmental Authority. 

(i) Government Licenses, Permits, Etc. The Glad Parties have all licenses, permits, consents, approvals,
authorizations, qualifications and orders of Governmental Authorities required
for the conduct of the Glad Global Business as presently conducted by the Glad
Parties consistent with past practice, except where failure does not and will
not, individually or in the aggregate, have a Material Adverse Effect.


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(j) Conduct of Business in Compliance with Regulatory
and Contractual Requirements. The Glad
Parties have complied in conducting the Glad Global Business with all applicable
laws, ordinances, regulations or orders or other requirements of any
Governmental Authority, including all rules, regulations and administrative
orders relating to anti-competitive practices, discrimination, employment,
health and safety, except for such matters which do not and will not have,
individually or in the aggregate, a Material Adverse Effect. 

(k) Environmental Matters.
Except for matters that, individually or in the aggregate, do not and will not
have a Material Adverse Effect, (i) there are no Materials of Environmental
Concern at any property owned or leased by the Glad Parties and used in the
conduct of the Glad Global Business that have or will give rise to any Liability
under any Environmental Law; and (ii) no judicial, administrative, or arbitral
proceeding (including any notice of violation or alleged violation) under any
Environmental Law to which any Glad Party is, or to the knowledge of the Clorox
Parties will be, named as a party is pending or, to the knowledge of the Clorox
Parties, threatened with respect to the Glad Global Business. 

(l) Tax
Matters. 

Except for matters that,
individually or in the aggregate, do not and will not, have a Material Adverse
Effect: 

(i) (x)
the Glad Parties have (A) duly and timely filed with the appropriate tax
authority all Tax returns required to be filed by or with respect to the Glad
Global Business, and (B) paid in full all Taxes due by or in respect of the Glad
Global Business for all periods; and (y) the Glad Parties have, in respect of
the Glad Global Business, properly withheld amounts for Taxes from its employees
and has made all remittances of amounts required to be withheld and, with
respect to such employees, has filed all Tax returns and reports required to be
filed with any tax authority;

(ii) there
is no existing Tax audit or proceeding between any Glad Party and any Tax
authority with respect to, or which may have an effect on, the Glad Global
Business; there are no claims for Taxes that have been asserted or proposed in
writing against any Glad Party with respect to, or which may have an effect on,
the Glad Global Business; and

(iii) there
are no Liens for Taxes, nor any pending or threatened Liens for Taxes, upon any
property or assets of the Glad Global Business, except for Liens for current
Taxes not yet due. 

(m) Entire Business. Except
for (i) the Clorox Excluded Assets, (ii) the properties, assets and other rights
used by Clorox and its Subsidiaries to conduct the Clorox Services and (iii) the
properties, assets and other rights used by the Glad Parties to conduct the Glad
Existing International Business, the Clorox Contribution constitutes all of the
properties, assets, contracts and other
rights necessary for the conduct of the Glad Global Business as currently
conducted by the Glad Parties consistent with past practice. 

39 








(n) Affiliate Transactions. Except for transactions and other matters
subject to the JV Accounting Principles or the Related Agreements and for the
Clorox Services, there are no agreements, arrangements, undertakings or other
transactions between the Glad Global Business and any other business or division
of Clorox, except for transactions in the ordinary course of business on terms
comparable in all material respects to those that it would obtain in a
comparable arm’s length transaction with a third party that is not an Affiliate.


(o) Employee Benefit Matters.
Each employee benefit plan, severance, change-incontrol or employment plan,
program or agreement, stock option, bonus plan, or incentive plan or program of
the Glad Parties with respect to employees engaged in conducting the Glad Global
Business (such plans, the “Clorox
Benefit Plans”) has been
administered and is in compliance with the terms of such Clorox Benefit Plan and
all applicable laws, rules and regulations except where the failure thereof does
not and will not, individually or in the aggregate, result in Liability that has
or will have a Material Adverse Effect. No litigation or administrative or other
proceeding involving any Clorox Benefit Plan has occurred or, to the knowledge
of the Clorox Parties, is threatened where an adverse determination would result
in Liability that has or will have a Material Adverse Effect. 

(p) Insurance. The Glad
Parties have insurance policies with respect to the assets and Liabilities
attributed to the Glad Global Business that are of the type and in amounts that
are adequate to protect and conduct the Glad Global Business. There is no
material claim by Clorox or any of its Subsidiaries pending under any of such
insurance policies. 

Section 4.3 Representations and Warranties of P&G. 

Each of the P&G Parties
hereby jointly and severally represents and warrants to the Clorox Parties as
follows, subject to the exceptions set forth on the P&G Disclosure Schedule:


(a) P&G Equipment. The
P&G Parties or their Affiliates have, and at the Closing the Clorox Parties
will receive, good and marketable title to the P&G Equipment, free and clear
of all Liens except for Permitted Liens. The P&G Equipment is in good
condition and, to the extent installed, has been reasonably maintained
consistent with standards generally followed in the industry, and is suitable
for use as it is currently used and as currently expected to be used in
connection with the Glad Global Business after the Closing. 

(b) Legal Proceedings. As of
the date of this Agreement, there is no material litigation, proceeding or
governmental investigation to which the P&G Parties or their Affiliates is a
party pending or, to the knowledge of the P&G Parties, threatened against
P&G or its Subsidiaries or relating to the P&G Equipment or the
transactions contemplated by this Agreement or which seeks to restrain or enjoin
the consummation of any of the transactions contemplated hereby. None of the
P&G Parties is a party to, nor is the P&G Equipment subject to, any
material judgment, writ, decree, injunction or order entered by any court or
Governmental Authority (domestic or foreign).

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Section 4.4
Survival of Representations and
Warranties 

The representations and
warranties given by the Parties in this Article IV and contained in the
certificates delivered pursuant to Article VIII will survive until the eighteen
(18) month anniversary of the Closing Date, at which time such representations
and warranties will terminate and have no further force or effect except for any
claim of breach that has been made in writing to Clorox (in the case of any
breach of representation or warranty by the Clorox Parties) or the P&G
Parties (in the case of any breach of representation or warranty by the P&G
Parties) prior to such termination. 

ARTICLE V 

GOVERNANCE 

Section 5.1 Board of Managers.


(a) The
day-to-day business of the Joint Venture will be managed by the Clorox Partners,
under the direction and control of the board of managers of the Joint Venture
(the “Board”). The Board will consist of five (5) managers or
such other number (but in no event fewer than three (3)) as may be established
from time to time by the Board. The Clorox Partners and the P&G Partners
will be entitled to representation on the Board in proportion to their
respective JV Interests, provided that the number
of managers that each of the Clorox Partners (together) and the P&G Partners
(together) may appoint will be rounded to the nearest whole number.
Notwithstanding the foregoing, during the Term, the P&G Partners (together)
will have the right to appoint at least one member of the Board. The remaining
members of the Board will be appointed by the Clorox Partners, provided that, in the event the total number of members is adjusted, the Clorox
Partners will in all cases have the right to appoint a majority of the Board. In
the event the P&G Partners exercise the P&G Option, the P&G
Partners’ representation on the Board will be adjusted, if necessary, so as to
comply with this Section 5.1(a). Each JV Partner will have the right to remove
and designate replacements of those members of the Board appointed by it, and
each JV Partner agrees to take any actions necessary to cause such designations
or removals in accordance with this Section 5.1 to be given immediate effect,
and to give effect to decisions of the Board validly taken in accordance with
the terms hereof. The initial Board will consist of Warwick Every-Burns, Wayne
Delker, Greg Frank and Larry Peiros as the Clorox Partners’ appointees and
Robert McDonald as the P&G Partners’ appointee. Replacement Board members
designated by the P&G Partners will be reasonably acceptable to Clorox. The
Board will appoint by majority vote one of its members appointed by the Clorox
Partners to preside at meetings of the Board. 

(b) The
P&G Partners will also be entitled to designate in writing to Clorox up to
two (2) representatives reasonably satisfactory to Clorox to attend all meetings
of the Board in a nonvoting observer capacity (the “P&G Observers”). Such representatives will receive copies of
all notices, minutes, consents, and other materials as and when provided to the
members of the Board, provided that all such
representatives must agree to be bound by the same policies and agreements
relating to confidentiality with respect to information concerning the Joint
Venture as apply to the members of the Board appointed by the P&G Partners.


41 








(c) Notwithstanding the foregoing, the provisions of
this Article V will not entitle any Person to receive any information from any
Clorox Partner in the event and to the extent that: (i) such information would
be subject to attorney-client or other legally-recognized privilege except for
its being provided to such Person and (A) based on the reasonable advice of its
counsel the Clorox Partner determines that such privilege would no longer be
available in the event the information was disclosed to such Person and (B) the
Clorox Partner desires to retain the availability of such privilege with respect
to such information, (ii) such information is subject to confidentiality
obligations of the Clorox Partners to third parties, which obligations existed
prior to the date of this Agreement and would be breached by the disclosure to
such Person or (iii) such information is determined by Clorox reasonably and in
good faith as being information that could be used by the P&G Partners to
the competitive disadvantage of any business of operations of Clorox and its
Subsidiaries other than the Glad Global Business. Notwithstanding the foregoing,
the Parties acknowledge and agree that they intend to minimize the amount of
information not shared by the Clorox Partners with the P&G Partners with
respect to the Glad Global Business. Accordingly, the Clorox Partners agree to
use their commercially reasonable efforts to identify and implement appropriate
means to share such information while at the same time protecting the interests
of the Joint Venture and the Clorox Partners. 

(d) The
Board has, subject to the control of the JV Partners, general supervision,
direction and control of the business of the Joint Venture. The Board will have
the general powers and duties typically vested in the board of directors of a
corporation and all other powers and duties over the Joint Venture and its
business except as expressly provided elsewhere in this Agreement,
provided that the power of the Board will be no greater
than the powers of the board of directors or equivalent governing body of any
other business unit of Clorox, and the operations of the Glad Business will
remain subject to in all respects, and the provisions of this Section 5.1 will
in no way affect, any requirements for approval of the board of directors of
Clorox with respect to any matter. Certain specific items that will be subject
to Board-level authorization are identified in Sections 5.3, 5.4 and 5.5 hereof.


(e) The
Joint Venture will be managed in the United States on a day-to-day basis by a
Glad Leadership Team (“Glad
Leadership Team”) that will
consist of the executive management team for the Glad Business and will report
to the Board. The composition of the Glad Leadership Team will consist
primarily of representatives of the Clorox Parties but will also include two or
more representatives of the P&G Partners reasonably satisfactory to Clorox.
The P&G Partners will have the right to have at least two representatives on
the Glad Leadership Team at all times, one in a research and development
position, and a second in a general management, finance and accounting, or
marketing position to be determined by the Board, and subject to the reasonable
approval of Clorox as to the particular individual who will act as such
representative. The representatives of the P&G Partners on the Glad
Leadership Team will remain employees of the P&G Partners or other
Subsidiaries of P&G, and the compensation and other expenses of such
employees will be attributed to the Joint Venture in a manner consistent with
the JV Accounting Principles. 

(f) The
persons designated by the P&G Partners as Board members, P&G Observers
and Glad Leadership Team members will all be employees of P&G or its
Subsidiaries who have sufficient seniority, knowledge and experience to
contribute to the success of the Glad Business.

42 








(g) No member of the Board or P&G Observer will
receive any compensation for serving as Board member or non-voting observer on
the Board, other than reimbursement for reasonable out-of-pocket expenses for
travel to and from meetings of the Board, which reimbursement will be paid by
the Party appointing such Board member or non-voting observer. 

(h) Notwithstanding anything to the contrary contained herein, but subject to
the provisions of Section 7.1 hereof, all matters relating to the pricing of
intercompany transfers and charges between or among any of the Clorox Partners
will be decided by the Clorox Partners, in their sole discretion, and the Board
will have no control whatsoever over such matters, provided that such intercompany transfers and charges are consistent with the JV
Accounting Principles, this Agreement and the Related Agreements and the effects
of all such intercompany transfers and charges on the calculation of Net Profits
and Net Loss of the Joint Venture are eliminated therefrom in accordance with
the JV Accounting Principles. 

(i) The
Board will have the right to form one or more committees of the Board and to
delegate authority to such committees in its discretion, provided that the
formation of any committee, its size, the identity of its members, and the scope
of authority to be delegated to it will all subject to the unanimous approval of
the Board. 

Section 5.2 Meetings of the Board.


(a) The
Board will meet at least six (6) times a year for the first two Fiscal Years of
the Joint Venture and four (4) times annually thereafter. Regular meetings of
the Board will be scheduled with at least five (5) Business Days notice. Special
meetings of the Board for any purpose may be called at any time by the person
selected to preside at meetings of the Board, upon at least two (2) Business
Days notice unless waived by each member of the Board. Notice of the time and
place of any meeting of the Board will be given to each Board member (i)
personally communicated to them by telephone, and confirmed in writing by
facsimile or electronic mail, or (ii) communicated by Federal Express or other
comparable overnight courier service (receipt requested). 

(b) Meetings of the Board will be held at the Joint Venture’s offices in
Oakland, California, unless some other place is designated in the notice of the
meeting. Any member of the Board may participate in a meeting by conference
telephone or similar medium so long as all members of the Board participating in
such meeting can hear one another and any such member will count towards the
determination of the presence of a quorum. Accurate minutes of any meeting of
the Board will be maintained by the person designated by the Board for that
purpose. 

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(c) A quorum for any meeting of the Board will require
the presence of (x) a majority of the total number of incumbent members of the
Board and (y) at least one member appointed by the P&G Partners, which
member must be a voting member. Any Board member may appoint another individual
to act in his or her stead for a particular Board meeting by executing a written
proxy that is delivered to the Board at the meeting and filed with the records
of the Board with respect to such meeting. Any Board member making such an
appointment will seek in good faith to provide that the person appointed will be
of comparable seniority and/or experience with respect to the Joint Venture to
such Board member. Except as otherwise set forth in this Agreement, an action or
decision of the Board will require the consent or vote of a majority of its
members. Except as otherwise provided in
this Agreement or by applicable law, the action of a majority of the members of
the Board present at any meeting at which there is a quorum, when duly
assembled, is valid. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of members of the
Board, if any action taken is approved by a majority of the required quorum for
such meeting. If at any meeting of the Board that has been duly called or
noticed, no Board member(s) appointed by the P&G Partners are present, such
meeting will be adjourned and reconvened in two (2) Business Days, unless such
adjournment has been waived by each of the members of the Board. Notice of the
revised meeting date will be given to each Board member pursuant to the
foregoing provisions excluding the number of days of advance notice.
Notwithstanding the other provisions of this Section 5.2(c), in the event that
no Board member(s) appointed by the P&G Partners are present at such
reconvened meeting, such meeting will be deemed to have a quorum if a majority
of the total number of Board members is present. Meetings of the Board will be
delayed only once for lack of participation of the Board member(s) appointed by
the P&G Partners. For purposes of clarification, all references to member(s)
appointed by P&G Partners are to P&G Partners’ voting member(s) not
Board Observers. 

(d) With respect to a meeting which has not been duly
called or noticed pursuant to the foregoing provisions, all transactions carried
out at the meeting are as valid as if they had been carried out at a meeting
regularly called and noticed if: (i) all members of the Board are present at the
meeting, and sign a written consent to the holding of such meeting, (ii) a
majority of the members of the Board are present and if those not present sign a
waiver of notice of such meeting or a consent to holding the meeting or an
approval of the minutes thereof, whether prior to or after the holding of such
meeting, which waiver, consent or approval will be filed with the other records
of the Joint Venture or (iii) all members of the Board attend a meeting without
notice and do not protest prior to the meeting or at its commencement that
notice was not given to them. 

(e) Any
action required or permitted to be taken by the Board may be taken without a
meeting and will have the same force and effect as if taken by a vote of Board
at a meeting properly called and notice, if authorized by a writing signed
individually or collectively by all, but not less than all, the members of the
Board. Such consent will be filed with the records of the Joint Venture.


(f) A
reasonably detailed agenda for any meeting of the Board will be supplied to each
member of the Board at the same time notice of the meeting is given, together
with other appropriate documentation relating to items on such agenda. Any
member of the Board wishing to place a matter on the agenda of any meeting may
do so by communicating with the person selected to preside at meetings of the
Board. 

44 








Section 5.3
P&G Veto
Rights. 

(a) Notwithstanding anything in this Agreement to the contrary, during the
Term, none of the following actions will be taken by the Clorox Partners or
their Subsidiaries, regardless of whether such actions will have been approved
by the board of directors of Clorox or any Clorox Partner, without either (x)
the prior written consent of the P&G Partners or (y) the approval of a
majority of the Board members appointed by the P&G Partners:

(i) any issuance of any JV Interest to any Person
other than as expressly provided in this Agreement; 

(ii) the
incurrence or assumption of any Indebtedness to be attributed to the Joint
Venture (other than Parent Loans attributed to the Joint Venture pursuant to
Section 2.6) that would result in the aggregate outstanding Indebtedness
attributed to the Joint Venture and the Glad Licensed Business at the time such
Indebtedness is incurred or assumed (other than Parent Loans attributed to the
Joint Venture pursuant to Section 2.6 and Affiliate Loans attributed to the Glad
Licensed Business) to be in excess of the greater of (x) $70 million or (y) ten
percent (10%) of the annual net sales attributed to the Joint Venture and the
Glad Licensed Business for the prior four Fiscal Quarters; 

(iii) any
purchase or other acquisition of any business, division or Person that will be
attributed to the Joint Venture for consideration (which will include the
purchase price, plus the aggregate of (A) any Indebtedness assumed and (B) any
Liabilities assumed that in the good faith estimation of the Board at the time
the relevant acquisition agreement is executed will not be satisfied from cash
flow of the acquired business or assets) in excess of the greater of (x) $70
million or (y) ten percent (10%) of the annual net sales attributed to the Joint
Venture and the Glad Licensed Business during the prior four Fiscal
Quarters;

(iv) subject to the provisions of Section 7.5(c), any sale, transfer or other
disposition in any single transaction or series of related transactions (A) of
any business, division or Person attributed to the Joint Venture, or (B) other
than in the ordinary course of the conduct of the Glad Business of any assets
attributed to the Joint Venture, which assets (x) are not obsolete, (y) are
utilized in a material manner in the Glad Business at the time of such sale, and
(z) are not being replaced with assets of comparable utility or value to the
Glad Business, provided that in each case such business, division, Person or
assets have a value in excess of the greater of (x) $70 million or (y) ten
percent (10%) of the annual net sales attributed to the Joint Venture and the
Glad Licensed Business during the prior four Fiscal Quarters, and provided
further that this Section 5.3(a)(iv) will not apply with respect to any sale of
all or substantially all the business, assets and properties attributed to the
Joint Venture;

(v) except
as provided in this Agreement or the Related Agreements, any transaction with
respect to the Glad Business between Clorox and any Affiliate of Clorox unless
(x) (A) such transaction is in the ordinary course of business or is less than
$1 million and (B) the terms of such transaction to be attributed to the Joint
Venture are no less favorable than those that would be obtained in a comparable
arm's length transaction with a third party that is not Clorox or an Affiliate
of Clorox (“Arm’s Length
Terms”), (y) any effects of such
transaction that would be attributed to the Joint Venture will be eliminated
pursuant to the JV Accounting Principles or (z) such transaction is otherwise
provided for pursuant to the JV Accounting Principles; 

(vi) any
distributions made to the JV Partners with respect to the JV Interests other
than from Distributable Cash Flow; 

45 








(vii) any internal restructuring of the method by which
Clorox’s legal ownership of the Glad Business is held by Clorox and its
Subsidiaries that, based on the facts and circumstances known at the time such
restructuring is approved, has or will have a material adverse effect on the
business, properties, financial condition, results of operations or prospects of
the Glad Business;

(viii) any
changes in the accounting policies of the Joint Venture so as to differ from the
JV Accounting Principles, except as required by Governmental Authorities or
except as required to conform to a general change being made by Clorox to its
accounting policies as in effect throughout its businesses that, based on the
facts and circumstances known at the time such change is approved, do not and
will not adversely affect the relative economic interests hereunder of the
P&G Partners, on the one hand, and the Clorox Partners, on the other
hand;

(ix) the
Glad Business engaging in any business outside the Field;

(x) any
termination of any JV Sublicense Agreement, any failure to renew the term of any
JV Sublicense Agreement or any change to the economic terms of any JV Sublicense
Agreement, in each case prior to the earlier of (A) termination of the Joint
Venture and (B) any International Acquisition of such International Licensee;
and 

(xi) any
termination of any Glad License Agreement, any failure to renew the term of any
Glad License Agreement or any change to the economic terms of any Glad License
Agreement, in each case prior to the earlier of (A) termination of the Joint
Venture and (B) any International Acquisition of such International Licensee.


(b) In the
event that the Board designees of the P&G Partners fail to approve any
action approved by a majority of the Board and the Joint Venture is prohibited
from taking such action (a “P&G Veto”), the
P&G Partners and Clorox will attempt to resolve such dispute by immediately
submitting it for resolution to the respective chief executive officers of
Clorox and P&G. The chief executive officers will negotiate in good faith to
resolve the dispute in at least one face-to-face meeting to occur within thirty
(30) days (the process of such submission and negotiation is referred to herein
as “Escalation”). If the chief executive officers of Clorox and
P&G are unable to resolve the dispute within thirty (30) days, the Joint
Venture will be prohibited from taking such action and Clorox will have the
ability to exercise its Call Right pursuant to Section 6.5(b)(i), if and only to
the extent applicable (such thirty (30) day period, the “Resolution Period”).

Section 5.4 Business Plan, Budget and Reports to the Board. 

(a) The
preliminary business plan for the Joint Venture has been presented to the
P&G Parties and agreed upon by the Parties. The preliminary business plan
with respect to the use of the P&G Parties’ proprietary Forceflex and
Impress technologies, which technologies are the subject of licenses under the
P&G License Agreement, is attached as Exhibit D. All subsequent
business plans as well as the long-term strategic plan for the Joint Venture
will be submitted for approval to the Board, in a process that will be
consistent with the submission and approval process of Clorox for the board of
directors of Clorox. The business plan and the long-term strategic plan will be
regularly reviewed by management, and material proposed revisions to the
then-current business plan and long-term strategic plan will be submitted to the
Board for approval.

46 










(b) The
preliminary budget for the Joint Venture is attached as Exhibit E. All subsequent budgets for the Joint Venture will be submitted for
approval to the Board, in a process that will be consistent with the submission
and approval process of Clorox for the board of directors of Clorox. The budget
will be regularly reviewed by management, and material proposed revisions to the
then-current budget will be submitted to the Board for approval. 

(c) The
Board will determine the additional reports and other information about the
Joint Venture that is to be provided to the members of the Board on a scheduled,
periodic basis. Additional information about the Joint Venture will be provided
to individual members of the Board upon reasonable request, provided that it is
understood that such requests should not be unduly burdensome or otherwise of
such a nature as to interfere with the customary operations of the Glad Business
or cause the Glad Business to operate other than in the ordinary course.


Section 5.5 Additional Items for Board Approval. 

(a) Any
candidate to become a member of the Glad Leadership Team must be submitted to
and approved by the Board prior to becoming a member of such Glad Leadership
Team. The Board will have the right to meet with any such candidate prior to
acting with respect to him or her, and if the Board declines to do so then the
P&G Partners will have an opportunity to meet with such candidate prior to
the Board acting with respect to such candidate. The Board may also designate
other key employee positions in the Glad Business with respect to which it must
approve the candidates, and which the Board will have the right to interview
prior to their appointment (and which the P&G Partners will have an
opportunity to meet with if the Board declines). 

(b) All
new Significant Contracts to be attributed to the Joint Venture in whole, and
the portions of any Significant Contracts to be attributed to the Joint Venture
in part, will be submitted to and subject to the approval of the Board, in a
process that will be consistent with the submission and approval process of
Clorox for the board of directors of Clorox. 

(c) The
establishment of a direct presence or exclusive distributorship arrangement in
any country where Clorox and its Affiliates do not conduct business directly or
through an exclusive distributor with respect to the Glad Global Business brands
as of the Closing will be submitted to and subject to the approval of the Board,
in a process that will be consistent with the submission and approval process of
Clorox for the board of directors of Clorox. 

(d) Any
(i) assumption or incurrence of Indebtedness (other than Parent Loans) in excess
of $15 million or (ii) purchase or other acquisition and any sale, transfer or
other disposition of any business, division or Person that will be attributed to
the Glad Business that will not be subject to the prior consent of P&G
pursuant to Sections 5.3(a)(ii), 5.3(a)(iii) or 5.3(a)(iv) hereof will be
submitted to and subject to the approval of the Board. 

47 








ARTICLE
VI 

TRANSFERS OF INTEREST;
TERM AND TERMINATION 

Section 6.1 General; Restrictions on Transfers. 

(a) No JV
Partner may Transfer all or any part of its JV Interests except to a Permitted
Transferee, or pursuant to Section 2.7 hereof. For purposes of clarification, in
the event Clorox engages in any Third-Party Sale, Clorox will assign to the
transferee, and the transferee will assume, this Agreement as part of such
Third-Party Sale as well as all Related Agreements other than those Related
Agreements that by their terms will terminate in connection with such
Third-Party Sale. All Transfers of JV Interests will be effected by written
notice of such Transfer to the Joint Venture. Upon receipt of such notice, the
JV Interests of the JV Partners will be modified to reflect any Transfer
effected in accordance with this Agreement. Notwithstanding the foregoing, any
sale, transfer or assignment of a JV Interest or this Agreement to a Subsidiary
of the transferring Party will not relieve the transferring Party of its
obligations hereunder 

(b) No JV
Partner will Transfer all or any part of its JV Interest to any Person
(including any Permitted Transferee that is not already bound by the terms of
this Agreement) without such transferee executing and the transferring Party
delivering to the Board and any non-transferring Party a written agreement to be
bound by the terms of this Agreement and all Related Agreements in form and
substance reasonably satisfactory to the Board and the non-transferring Parties.
Any Transfer by a JV Partner of all or any part of its JV Interest must be in
compliance with all applicable federal and state securities laws, and the
provisions of this Section 6.1(b) and the other provisions of this Article
VI.

(c) Any
Transfer or attempted Transfer by a JV Partner in violation of this Section 6.1
will be null and void and of no force or effect whatever. Each JV Partner who is
a transferring Party hereby further agrees to hold the Joint Venture and every
other JV Partner and its Affiliates wholly and completely harmless from any
cost, Liability, or damage (including Liabilities for income taxes and costs of
enforcing this indemnity) incurred by any of such indemnified Persons as a
result of a Transfer or an attempted Transfer in violation of this Agreement.
For the avoidance of doubt, the provisions of this Section 6.1 do not limit in
any respect any Transfer by any Clorox Partner of any business, assets or
properties of the Glad Business, including without limitation a Third Party Sale
pursuant to Section 6.7 hereof; provided, such Clorox Partner has assigned to
the transferee and the transferee has assumed this Agreement and all Related
Agreements to the extent required by the terms of Section 6.1. 

Section 6.2 Effect of Transfers on Distributions among JV Partners. 

Upon the occurrence of a
Permitted Transfer of a JV Interest during any Fiscal Year, Net Profits, Net
Losses, each item thereof, and all other items attributed to such JV Interest
for such Fiscal Year will be divided and allocated between the transferor and
the transferee by taking into account their varying interests during the Fiscal
Year in accordance with Code Section 706(d), using any conventions permitted by
law and selected by the Board. Except as otherwise provided in Section
3.4(c)(v), all distributions on or before the date of a Permitted Transfer will
be made to the transferor, and all
distributions thereafter will be made to the transferee. Solely for purposes of
making such allocations and distributions, a Permitted Transfer will be
recognized upon the Board’s receipt of (i) written notice stating the date such
Interest was transferred and such other information as the Board may reasonably
require and (ii) the written agreement to be executed by the Permitted
Transferee agreeing to be bound by the terms of this Agreement pursuant to the
requirements of Section 6.1 hereof. The Board will incur no Liability for making
allocations and distributions in accordance with the provisions of this Section
6.2 whether or not the Board has knowledge of any Transfer of ownership of any
JV Interest. 

48 








Section 6.3 Term of Joint Venture.


(a) The
term of the Joint Venture (the “Term”) will commence at
the Closing and will expire on the twenty-year anniversary of the Closing Date
(the “Initial Term”), unless earlier terminated pursuant to the
provisions of Sections 6.4, 6.5, 6.6 or 6.7 hereof. Either the P&G Partners
or Clorox may deliver written notice to the other not less than five (5) years
prior to the end of the Initial Term requesting that the Term be extended for an
additional ten (10) years after the end of the Initial Term. If the Party
receiving the notice agrees to such extension, the Term will terminate on the
thirty-year anniversary of the Closing Date, unless earlier terminated pursuant
to the provisions of Sections 6.4, 6.5, 6.6 or 6.7 hereof. If the Party
receiving the notice does not agree to such extension, the Term will
automatically terminate at the end of the Initial Term. The expiration of the
Term will not relieve any Party from any liability it may have to any other
Party arising out of or relating to acts or omissions prior to such expiration.


(b) The
provisions of Section 6.3, 7.2, 7.3, 7.4, 9.1(b) and 9.2, and Articles X and XI
shall survive any termination or expiration, in whole or in part, of this
Agreement. The termination or expiration of this Agreement will not relieve
either Party of any liability it may have to the other Party arising out of or
relating to acts or omissions occurring prior to expiration or termination.


Section 6.4 P&G Put Rights.


(a) The
P&G Partners will have the right to sell to Clorox, and upon exercise of
such right Clorox (or the Clorox Partner designated by Clorox) will be required
to purchase, all (but not less than all) of the P&G Partners’ JV Interests,
including the P&G Option (if the sale is to occur during the Option Exercise
Period and the P&G Option is not yet exercised) (the “Put Right”) in the event of (x) any Change of Control of
Clorox as set forth in Section 6.4(a)(i) below or (y) the failure to cure
certain breaches by Clorox Partners as set forth in Section 6.4(a)(ii) below.


(i) In the
event a Clorox Change of Control occurs during the Term, Clorox will provide the
P&G Partners with written notice of the Clorox Change of Control (a
“Change of Control
Notice”) within thirty (30) days
after the closing of the transaction resulting in the Clorox Change of Control.
The P&G Partners may irrevocably exercise their Put Right in connection with
such Clorox Change of Control by delivering written notice of such irrevocable
exercise to Clorox within twenty (20) days after the receipt of the Change of
Control Notice. The purchase price payable by Clorox to the P&G Partners for
such JV Interests and the P&G Option (if unexercised but exercisable) will
be paid to the P&G Partners and will be
cash equal to the Fair Market Value of their respective JV Interests and the
P&G Option (if unexercised, but exercisable) as of the date of closing of
such Clorox Change of Control, but will be reduced by the applicable Services
Termination Amount, if any, pursuant to Section 6.8 hereof. If the P&G
Partners do not deliver a written exercise notice to Clorox within the
twenty-day period referred to above, the Put Right will terminate and Clorox
will have no further obligation with respect to the Put Right with respect to
such Clorox Change of Control, provided that such termination will not in any
way affect and the P&G Partners will retain all rights pursuant to this
Section 6.4 with respect to any future Clorox Change of Control.


49 








(ii) In the
event a Clorox Partner knowingly breaches in any material respect a material
obligation of a Clorox Partner under the provisions of this Agreement or any
Related Agreement during the Term, the P&G Partners will have the right to
provide Clorox with written notice of such breach. The Clorox Partners will then
have a period of sixty (60) days to attempt to cure such breach (which period
will be suspended to the extent Clorox is contesting the breach in good faith).
If the Clorox Partners do not cure such breach in all material respects within
such sixty-day period, the P&G Partners and Clorox will attempt to resolve
such dispute by Escalation. If the chief executive officers of Clorox and
P&G are unable to resolve the dispute within thirty (30) days, P&G
Partners may exercise its Put Right in connection with such material breach
within twenty (20) days after the end of such thirty-day period. The purchase
price payable by Clorox to the P&G Partners for such JV Interests and the
P&G Option (if unexercised, but exercisable) will be cash equal to Fair
Market Value of the P&G Partners’ JV Interests and the P&G Option (if
unexercised, but exercisable) as of the date of the initial notice by the
P&G Partners to Clorox pursuant to this Section 6.4(a)(ii) with respect to
such breach, provided that for purposes of this Section 6.4(a)(ii), the Fair
Market Value of P&G Partners’ initial Ordinary JV Interest of ten percent
(10%) and Class C Interest during the period commencing on the Closing Date and
ending on the three-year anniversary of the Closing Date will be an aggregate of
no less than $140 million. If the P&G Partners do not deliver an exercise
notice to Clorox within the twenty-day period referred to above, their Put Right
will terminate and Clorox will have no further obligation with respect to the
Put Right with respect to such Clorox Partner breach and any related matters of
which the P&G Partners have actual knowledge, provided that such termination
will not in any way affect and the P&G Partners will retain all rights
pursuant to this Section 6.4 with respect to any future Clorox Partner breach.
In addition, the P&G Partners will have the right, but not the obligation,
to terminate the P&G Services Agreement at the time of exercise of its Put
Right pursuant to this Section 6.4(a)(ii). 

(b) The
closing of any sale of a JV Interest pursuant to exercise by P&G Sub of a
Put Right pursuant to this Section 6.4 will take place at the principal office
of Clorox on the thirtieth (30th) day after final determination of Fair Market
Value of the JV Interest being sold, provided that all material orders, consents
and approvals of Governmental Authorities legally required for the closing of
such sale will have been obtained and be in effect. At such closing, Clorox (or
the Clorox Partner designated by Clorox) will deliver the purchase price in
immediately available funds in the appropriate amount (unless other
consideration has been mutually agreed upon by the P&G Partners and Clorox).
The P&G Partners will deliver their JV Interests to Clorox (or the Clorox
Partner designated by Clorox) free and clear of all Liens, and the Term of the
Joint Venture will terminate as of such
closing. 

50 








Section 6.5 Clorox Purchase of P&G JV Interest. 

(a) In the
event of any termination or expiration of the Term in accordance with Section
6.3, Clorox (or the Clorox Partner designated by Clorox) will purchase, and the
P&G Partners will be required to sell to Clorox or such Clorox Partner, all
of the JV Interests held by the P&G Partners. In the event of a purchase by
Clorox pursuant to this Section 6.5(a) due to a termination of the Term, the
purchase price for the JV Interests of the P&G Partners will be the Fair
Market Value of such JV Interests, which Fair Market Value will be calculated as
of the date on which the Term is to terminate. 

(b) Clorox
will also have the right, but not the obligation, to purchase, and upon exercise
of Clorox’s right the P&G Partners will be required to sell to Clorox (or
the Clorox Partner designated by Clorox), all of the P&G Partners’ JV
Interests, including the P&G Option if such exercise by Clorox is within the
Option Exercise Period and the P&G Option is not yet exercised, (the
“Call Right”) for a cash purchase price of Fair Market Value
in the event of (x) the failure to resolve certain P&G Vetoes within the
Resolution Period as set forth in Section 6.5(b)(i) below or (y) the failure to
cure certain breaches by P&G Partners as set forth in Section 6.5(b)(ii)
below.

(i) In the
event Clorox and the P&G Partners fail pursuant to Section 5.3(b) to resolve
a dispute with respect to a P&G Veto pursuant to (A) Section 5.3(a)(iii),
(B) Section 5.3(a)(iv) or (C) Section 5.3(a)(v) with respect to a transaction
that is on Arm’s Length Terms, Clorox will have the right to exercise its Call
Right by providing written notice to the P&G Partners of such exercise (a
“Deadlock Notice”) within thirty (30) days of the end of the
Resolution Period, and if Clorox does not provide the P&G Partners with a
Deadlock Notice in a timely manner in accordance with this Section 6.5(b)(i),
all rights of Clorox to exercise its Call Right with respect to such P&G
Veto will terminate, provided that such termination will not in any way affect
and Clorox will retain all rights pursuant to this Section 6.5 with respect to
any future P&G Veto. Fair Market Value of the P&G Partners’ JV Interests
and the P&G Option (if exercisable but unexercised) for purposes of a
purchase pursuant to this Section 6.5(b)(i) will be determined as of the date of
the Deadlock Notice, provided that for purposes of this Section 6.5(b)(i), the
Fair Market Value of the P&G Partners initial Ordinary JV Interest of ten
percent (10%) and Class C Interest during the period commencing on the Closing
Date and ending on the three-year anniversary of the Closing Date will be an
aggregate of no less than $140 million. 

(ii) In the
event a P&G Partner knowingly breaches in any material respect a material
obligation of a P&G Partner under the provisions of this Agreement or any
Related Agreement during the Term, Clorox will have the right to provide the
P&G Partners with written notice of such breach. The P&G Partners will
then have a period of sixty (60) days to attempt to cure such breach (which
period will be suspended to the extent the P&G Partners are contesting the
breach in good faith). If the P&G Partners do not cure such breach in all
material respects within such sixty-day period, the P&G Partners and Clorox
will attempt to resolve such dispute by Escalation. If the chief executive officers of Clorox and the P&G
Partners are unable to resolve the dispute within thirty (30) days, Clorox may
exercise its Call Right in connection with such material breach within twenty
(20) days after the end of such thirty-day period. The purchase price payable by
Clorox to the P&G Partners for such JV Interests and the P&G Option (if
unexercised but exercisable) will be cash equal to Fair Market Value as of the
date of the initial notice by Clorox to the P&G Partners pursuant to this
Section 6.5(b)(ii) with respect to such breach. If Clorox does not deliver an
exercise notice to the P&G Partners within the twenty-day period referred to
above, its Call Right will terminate and the P&G Partners will have no
further obligation with respect to the Call Right with respect to such P&G
Partner breach and any related matters of which Clorox has actual knowledge,
provided that such termination will not in any way affect and Clorox will retain
all rights pursuant to this Section 6.4 with respect to any future P&G
Partner breach. In addition, Clorox will have the right, but not the obligation,
to terminate the P&G Services Agreement at the time of exercise of its Call
Right pursuant to this Section 6.5(b)(ii). 

51 








(c) The
closing of any sale of a JV Interest and the P&G Option pursuant to an
exercise by Clorox of a Call Right pursuant to this Section 6.5 will take place
at the principal office of Clorox on the thirtieth (30th) day after final
determination of Fair Market Value of the JV Interest being sold, provided that
all material orders, consents and approvals of Governmental Authorities legally
required for the closing of such sale will have been obtained and be in effect.
At such closing, Clorox (or the Clorox Partner designated by Clorox) will
deliver the purchase price in immediately available funds in the appropriate
amount (unless other consideration has been mutually agreed upon by the P&G
Partners and Clorox). The P&G Partners will deliver their JV Interests to
Clorox (or the Clorox Partner designated by Clorox) free and clear of all Liens,
and the Term of the Joint Venture will terminate as of such closing. 

Section 6.6 Tag-Along Rights.


(a) With
respect to any proposed direct or indirect sale, transfer or assignment (which
will not include a bona fide pledge of assets) by any Clorox Partner of all or
substantially all of the Glad Global Business (other than such a sale, transfer
or assignment to a Clorox Affiliate), Clorox will have the obligation, and each
P&G Partner will have the right (the “Tag-Along Right”), to require the proposed transferee to purchase from each P&G
Partner all, but not less than all, its JV Interests, and the P&G Option if
the Tag-Along Right is exercised during the Option Exercise Period and the
P&G Option is not yet exercised, at a price equal to Fair Market Value, and
upon the same other terms and conditions as to be given to the Clorox Partners,
provided that in order to be entitled to exercise their Tag-Along Right, the
P&G Partners must agree to give the same indemnities as the Clorox Partners
agree to make in connection with the proposed sale, transfer or assignment,
which obligations will be borne by the P&G Partners on a pro rata basis
based on the relative Ordinary JV Interests of all the JV Partners but in the
case of each P&G Partner will in no event exceed ten percent (10%) of the
sale proceeds received by such P&G Partner. In addition, the purchase price
payable to the P&G Partners will be reduced by the applicable Services
Termination Amount, if any, pursuant to Section 6.8 hereof. With respect to the
P&G Option if the P&G Option is unexercised but exercisable, the P&G
Partners will receive from the proceeds otherwise payable to the Clorox Partners
the amount by which the Fair Market Value of the Ordinary JV Interest and Class
A Interest subject to the P&G Option exceeds the Option Price. The purchase price payable to the P&G
Partners for the P&G Option (if the P&G Option is unexercised, but
exercisable) will therefore be the greater of (i) zero and (ii) an amount equal
to (x) the Fair Market Value of the Ordinary JV Interest and Class A Interest to
be acquired by the P&G Partners upon exercise of the P&G Option
minus (y) the then-applicable Option Price (and the
amount of the purchase price payable to the Clorox Parties will be reduced by an
equal amount). Upon completion of such sale the P&G Option will terminate.


52 








(b) Clorox
must give notice to the P&G Partners of each proposed sale, transfer or
assignment (which will not include a bona fide pledge of assets) giving rise to
a Tag-Along Right at least thirty (30) days prior to the proposed consummation
of such sale, transfer or assignment, setting forth the JV Interest proposed to
be so sold, transferred or assigned, the name and address of the proposed
transferee, the proposed amount of consideration therefor and terms and
conditions agreed to by the proposed transferee. The Tag-Along Right must be
exercised by a P&G Partner within twenty (20) days following receipt of the
Clorox notice, by delivery of a written irrevocable notice to Clorox indicating
exercise of the Tag-Along Right. If the proposed transferee fails to complete
its purchase from any P&G Partner that has properly exercised its tag-along
rights, then Clorox will not be permitted to make the proposed Transfer, and any
such attempted sale, transfer or assignment will be void and of no effect. If a
P&G Partner exercises its Tag-Along Rights, the closing of the purchase will
take place concurrently with and as part of the closing of the sale of the Glad
Global Business, and the Term of the Joint Venture will terminate as of such
closing. 

Section 6.7 Drag Along Rights.


(a) If at
any time during the Term, any Clorox Partner enters into an agreement to
consummate a transaction constituting a direct or indirect sale of all or
substantially all of the Glad Global Business (other than a Clorox Change of
Control) (a “Third-Party
Sale”), then upon the written
demand of Clorox, each P&G Partner will agree to sell all its JV Interests,
and the P&G Option if the Third-Party Sale is during the Option Exercise
Period and the P&G Option is not yet exercised, and at a price equal to the
Fair Market Value for such JV Interests, and upon the same other terms and
conditions as to be given to the Clorox Partners, provided that in order to be
entitled to exercise their rights in connection with a Third Party Sale, the
P&G Partners must agree to give the same indemnities as the Clorox Partners
agree to make in connection with the proposed sale, transfer or assignment,
which obligations will be borne by the P&G Partners on a pro rata basis
based on the relative Ordinary JV Interests of all JV Partners but in the case
of each P&G Partner will in no event exceed ten percent (10%) of the sale
proceeds received by such P&G Partner. Notwithstanding the foregoing, with
respect to any a Third-Party Sale that occurs prior to the three-year
anniversary of the Closing Date, the purchase price to be paid to the P&G
Partners in such Third-Party Sale for P&G’s initial Ordinary JV Interest of
ten percent (10%) and Class C Interest will be an aggregate of no less than $140
million. With respect to the P&G Option if the P&G Option is unexercised
but exercisable, the P&G Partners will receive from the proceeds otherwise
payable to the Clorox Partners the amount by which the Fair Market Value of the
Ordinary JV Interest and Class A Interest subject to the P&G Option exceeds
the Option Price. The purchase price payable to the P&G Partners for the
P&G Option (if the P&G Option is unexercised, but exercisable) will
therefore be the greater of (i) zero and (ii) an amount equal to (x) the Fair
Market Value of the Ordinary JV Interest and Class A Interest to be acquired by
P&G upon exercise of the P&G Option minus (y) the then-applicable Option Price (and the amount of the purchase price payable to the Clorox
Parties will be reduced by an equal amount). Upon completion of such sale the
P&G Option will terminate. Clorox agrees it will not enter into a
Third-Party Sale, unless otherwise agreed by the P&G Partners, without
obtaining an opinion from a nationally-recognized investment banking firm
selected by Clorox, which investment banking firm is not otherwise entitled to
any financial advisor’s or similar fee in connection with the Third-Party Sale,
that the purchase price to be paid for the Glad Global Business in such
Third-Party Sale is fair, from a financial point of view, to Clorox.


53 








(b) Clorox
may exercise its rights in connection with a Third-Party Sale at any time during
the Term upon written notice to the P&G Partners, setting forth the name and
address of the proposed transferee, the proposed amount of consideration
therefor and terms and conditions agreed to by the proposed transferee, provided
that Clorox will use good faith efforts to give notice to the P&G Partners
at least fifteen (15) days prior to the proposed consummation of any such
Third-Party Sale. Each P&G Partner will consent to and raise no objections
to the proposed transaction and will take all other actions necessary or
desirable to cause the consummation of such Third-Party Sale on the terms
proposed by Clorox. If Clorox exercises its rights to cause a sale pursuant to
this Section 6.7, the closing of the purchase will take place concurrently with
and as part of the closing of the sale of the Glad Global Business, and the Term
of the Joint Venture will terminate as of such closing. If the proposed
transferee fails to complete its purchase from any P&G Partner at the
closing of any Third-Party Sale, then Clorox will not be permitted to make the
proposed Third-Party Sale, and any such attempted sale, transfer or assignment
will be void and of no effect. 

(c) Clorox
further agrees that in the event that it determines to solicit offers for a
Third Party Sale, it will notify the P&G Partners and if the P&G
Partners notifies Clorox in writing within ten (10) days of receipt of such
notice that P&G has made a good faith determination to pursue a purchase of
the Glad Global Business, Clorox and P&G will negotiate exclusively for a
period not to exceed forty-five (45) days with respect to a potential purchase
by P&G of the Glad Global Business on terms satisfactory to each of Clorox
and P&G, provided that the provisions of this Section 6.7(c) will in no way
obligate Clorox to notify or negotiate with P&G in the event Clorox receives
a binding, unsolicited offer for a Third Party Sale, and provided further that
it is understood that in the event P&G and Clorox do not enter into a
binding agreement with respect to such a purchase on terms and conditions
satisfactory to each Party in its sole discretion within such forty-five day
period, Clorox will have the right thereafter to solicit offers and enter into a
Third Party Sale with any other Person. 

54








Section 6.8 Services Termination Amount. 

(a) In the
event the P&G Services Agreement is terminated by P&G pursuant to
Section 8.2(b) of the P&G Services Agreement in connection with an exercise
by P&G Partners of their Put Right pursuant to Section 6.4(a)(i) hereof or
their Tag-Along Right pursuant to Section 6.6 hereof, the aggregate purchase
price payable to the P&G Partners with respect to their JV Interests
pursuant to such Sections 6.4(a) and 6.6, as applicable, will be reduced as
follows: 

	     	Date of P&G Notice
      of Termination	 	     	Purchase Price
    Reduction
		On the Closing Date		$37,500,000 
		On the
      one-year anniversary of the Closing Date		$32,400,000
		On the two-year anniversary of the Closing
      Date		$27,300,000
		On the
      three-year anniversary of the Closing Date		$22,400,000
		On the four-year anniversary of the
      Closing Date		$17,700,000
		On the
      five-year anniversary of the Closing Date		$13,400,000
		On the six-year anniversary of the Closing
      Date		$9,400,000
		On the
      seven-year anniversary of the Closing Date		$6,000,000
		On the eight-year anniversary of the
      Closing Date		$3,100,000
		On the
      nine-year anniversary of the Closing Date		$1,100,000
		On and after the ten-year anniversary of
      the Closing Date		None



To the extent that the date of
the P&G notice of termination is delivered other than on one of the
anniversary date referenced above, the purchase price reduction will equal the
sum of the purchase price reduction on the immediately succeeding anniversary
date referenced above plus the product of (i)
the number of days until the immediately succeeding anniversary date divided by
365 and (ii) the purchase price reduction amount on the immediately preceding
anniversary date minus the purchase price
reduction amount on the immediately succeeding anniversary date. 

ARTICLE
VII 

CERTAIN
AGREEMENTS 

Section 7.1 Personnel; Provision of Services. 

(a) During
the Term, the Clorox Parties will make certain corporate services and employees
available to provide services to the Glad Business and the Glad Licensed
Business on terms and conditions as detailed on Exhibit F (such services, the “Clorox Services”). The cost of the Clorox Services
with respect to the Glad Business and the Glad Licensed Business will be
attributed to the Joint Venture as set forth on such Exhibit F, which Exhibit
F will be consistent with the JV
Accounting Principles. Exhibit
F also sets forth provisions
providing for the modification or termination of the Clorox Services. All costs
and expenses that will otherwise be attributed to the Joint Venture or the Glad
Licensed Business with respect to employees of Clorox or the Clorox Parties will
be attributed solely in accordance with the JV Accounting Principles. Under no
circumstances will the Clorox Services be considered for tax purposes to be
given in exchange for any portion of the Clorox Parties’ JV Interest.


55 








(b) During
the Term, P&G will make certain services and employees available to provide
services to the Glad Business and the Glad Licensed Business on terms and
conditions as provided in the P&G Services Agreement attached as
Exhibit B hereto. In addition, P&G will have the right
to propose that additional employees provide services to the Glad Business and
the Glad Licensed Business from time to time in business functions in which
P&G thinks such employees would be of benefit to the Glad Business or the
Glad Licensed Business, as the case may be. Any such proposals by P&G with
respect to the Glad Business will be reviewed by the Glad Leadership Team and
the Board, and must be approved by the Board prior to being implemented. Any
such proposals by P&G with respect to the Glad Licensed Business will be
reviewed by The Glad Products Company and the International Affiliate conducting
the relevant Glad Local Business. Any such employees will be provided to the
Glad Business or the Glad Licensed Business, as the case may be, at their actual
cost to P&G and its Subsidiaries, which cost will be attributed to the Joint
Venture in a manner consistent with the JV Accounting Principles.


Section 7.2 Non-Competition.


(a) In
order to further the business of the Joint Venture and to protect the
Intellectual Property and other contributions of the Parties to the Joint
Venture, each of Clorox and P&G agrees that during the Term, and P&G
agrees that for two (2) years thereafter (unless otherwise provided herein), it
will not, and it will cause its Subsidiaries not to, directly or indirectly
conduct, engage in, manage, own, operate, invest in or license the right to use
any trademark, tradename or Specific Technology for use in connection with, any
Competing Business anywhere in the world other than through the Joint Venture
and the Glad Global Business. 

(b) Notwithstanding the foregoing, the provisions of this Section 7.2 will
not prohibit, restrict or prevent Clorox, P&G or their respective
Subsidiaries from:

(i) engaging in a Competing Business so long as the aggregate revenues to
Clorox and its Subsidiaries or P&G and its Subsidiaries, as applicable, from
all such Competing Businesses do not exceed $5 million in any Fiscal
Quarter,

(ii) acquiring not more than five percent (5%) of any class of publicly traded
equity securities of any Person,

(iii) acquiring fifty percent (50%) or more of any class of capital stock of
any Person that directly or indirectly through one or more Subsidiaries or
otherwise has a Competing Business as part of its operations as long as (x) such
Competing Business accounts for less than fifty percent (50%) of such acquired
Person’s consolidated revenues at the time of acquisition and (y) the portion of
such Person’s business that engages in the Competing Business is sold or
disposed of no later than one (1) year after the acquisition thereof or
investment therein by Clorox, P&G or their respective Subsidiaries (as
applicable), 

(iv) investing in any Person that has a Competing Business as part of its
operations as long as (w) such Competing Business accounts for less than twenty
percent (20%) of such acquired Person’s consolidated revenues at the time of
acquisition, (x) such investment does not constitute more than fifty percent
(50%) of any outstanding class of equity interests of such Person, (y) the
investor does not, directly or indirectly, direct or cause the direction of, or
participate in, the management, policies or operations of such Person, and (z)
the Person that directly or indirectly engages in a Competing Business and its
Subsidiaries will not have the direct or indirect right to use in the Field (A)
any trademark or tradename of the investor or any of the investor’s Affiliates
as a co-brand or other material manner or (B) any Specific Technology owned,
licensed or otherwise held by the investor or any of the investor’s Affiliates,


(v) with
respect to P&G and its Subsidiaries only, engaging in a Competing Business
in any country outside North America with respect to which (A) the license of
any P&G Technology has terminated pursuant to Section 7.1 of the P&G
License Agreement and (B) the Glad Global Business does not conduct any business
in such country or license any third party to conduct such business, 

56 










(vi) with
respect to P&G and its Subsidiaries only, engaging in a Competing Business
anywhere in the world only in the Institutional Channel if (A) the license of
any P&G Technology for use in the Institutional Channel has terminated
pursuant to Section 7.1 of the P&G License Agreement and (B) the Joint
Venture does not conduct any business in the Institutional Channel or license
any third party to conduct such business, 

(vii) with
respect to P&G and its Subsidiaries only, directly or indirectly designing,
marketing, distributing, manufacturing, selling or licensing any product
currently designed, marketed, distributed, manufactured, sold or licensed by
P&G or its Subsidiaries (“Existing Product”) which
Existing Product would be deemed a Competing Business, as well as any minor
modifications thereof, exclusively in such countries where such Existing Product
is currently designed, marketed, distributed, manufactured, sold or licensed by
P&G or its Subsidiaries, or 

(viii) with
respect to P&G and its Subsidiaries only, co-marketing products of P&G
or its Subsidiaries that are outside the Exclusive Field with products of a
third party Competing Business that are inside the Exclusive Field. 

(c) As
used in this Section 7.2, “Competing Business” means
the design, manufacture, production, distribution, marketing or sale of bags,
wraps, straws or covered containers primarily marketed for (i) food handling,
preparation, serving, storage and/or transportation or (ii) trash, garbage or
refuse recycling, disposal, handling, storage and/or transportation, but
excluding Industrial Packaging. 

(d) The
restrictions contained in this Section 7.2 will terminate with respect to
P&G and its Subsidiaries in the event of an exercise by P&G of its Put
Right pursuant to Section 6.4(a)(ii) hereof. The expiration or termination of
this Section 7.2 will not affect any of the Parties’ rights under the P&G
License Agreement. 

(e) In
order to further the business of the Joint Venture and to protect the
Intellectual Property and other contributions of the Parties to the Joint
Venture, during the Term of this Agreement and for two years thereafter, P&G
will not, and will cause its Subsidiaries not, to license or sell directly to
any direct competitor of Clorox or its Subsidiaries for use in the Exclusive
Field any Raw Material Technology or products based on Raw Material Technology,
subject to the exceptions set forth in Sections 7.2(b)(i) and 7.2(b)(vii) with
respect to a Competing Business in the same manner as if the activities
described in this sentence were a Competing Business. For purposes of
clarification, P&G will not be deemed to be in breach hereof if any products
based on Raw Material Technology are sold to a direct competitor of Clorox or
its Subsidiaries for use in the Exclusive Field by a customer or broker (or a
subsequent customer or broker) of P&G or its Subsidiaries, so long as
P&G and its Subsidiaries do not direct or encourage such sales. Nothing
herein will prevent P&G or its Subsidiaries from selling to any third party
(i) any raw material, including any commodity chemical (e.g., generic chemicals)
or (ii) any products based on Raw Material Technology (except as set forth in
the immediately preceding two sentences). 

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Section 7.3 Confidentiality; Non-Disclosure. 

(a) Each
of Clorox and P&G will, and will cause their respective Subsidiaries,
directors, officers, employees and any other Person to whom such Party discloses
information with respect to the Joint Venture, to hold in confidence all
documents furnished to it, by or on behalf of the other Party in connection with
the transactions contemplated by this Agreement. For purposes of this Section
7.3, references to information of a Party or to disclosure of information by or
to a Party shall in each case include information of, disclosure by and
disclosure to Affiliates of such Party. 

(b) During
the Term, Clorox and P&G and their respective Subsidiaries, directors,
officers, employees and other representatives will be given access to
non-public, proprietary information that relates to the other’s past, present,
and future research, development, business activities, products, services, and
technical knowledge, as well as non-public information relating to the Glad
Global Business and the Joint Venture, including without limitation the
information provided with respect to the Glad Global Business and the Joint
Venture to the Board, the members of the Glad Leadership Team, and the P&G
Observers and the financial and other information made available to the Parties
pursuant to Sections 7.9 and 9.1 hereof (collectively, “Confidential Information”). The Parties acknowledge that certain of the
Confidential Information could be used by
one Party to the competitive disadvantage of the business or operations of the
other Party unrelated to the Joint Venture or the Glad Global Business, and
therefore agree as follows with respect to all the Confidential Information:


(i) the
Confidential Information of the disclosing Party may be used by the receiving
Party only in connection with the Joint Venture and the Glad Global Business;


(ii) each
Party agrees to protect, and to cause their respective Subsidiaries, directors,
officers, employees and any other Person to whom such Party discloses
Confidential Information of the other Party, to protect the confidentiality of
the Confidential Information of the other in the same manner that it protects
the confidentiality of its own proprietary and confidential information of like
kind, but in no event will either Party exercise less than reasonable care in
protecting such Confidential Information; 

(iii) access
to any Confidential Information of the other Party will be restricted to (A) the
members of the Board and (B) the P&G Observers, members of the Glad
Leadership Team, and those other employees and other personnel of the Parties
that (x) are made available to perform services with respect to the Joint
Venture or the Glad Licensed Business pursuant to Section 7.1 as provided
therein, or (y) otherwise need to know such Confidential Information for
purposes of conducting the business of the Joint Venture or the Glad Licensed
Business or implementing this Agreement or any Related Agreement (collectively,
“Authorized
Persons”). Each Party will cause
the Authorized Persons of such Party not to disclose any Confidential
Information to any other Person who is not an Authorized Person. Each Party will
establish internal ethical walls and other policies and procedures reasonably
satisfactory to the other Party to prevent the disclosure of Confidential
Information of the other Party other than to Authorized Persons and other than
for the purposes of providing services to or otherwise conducting the business
of the Joint Venture or implementing this Agreement or any Related
Agreement; 

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(iv) all
Confidential Information made available hereunder, including copies thereof,
will be returned or destroyed upon the first to occur of (A) the termination of
the Joint Venture or (B) any request by the disclosing Party, unless the
receiving Party is otherwise allowed to retain such Confidential Information.
Either Party may retain, subject to the terms of this Section 7.3, copies of the
other’s Confidential Information required for compliance with record keeping or
quality assurance requirements or other applicable legal requirements; and


(v) nothing in this Agreement will prohibit or limit Clorox’s or P&G’s
(or their Subsidiaries’) use of information (including, but not limited to,
ideas, concepts, know-how, techniques, and methodologies) (A) previously known
to it without an obligation of confidence, (B) independently developed by or for
it, (C) acquired by it from a third party which is not, to its knowledge, under
an obligation of confidence with respect to such information, or (D) which is or
becomes publicly available through no breach of this Agreement. For avoidance of
doubt, this Section 7.3 does not limit the disclosure by the Clorox Parties of
information with respect to the Glad Global Business to Clorox and its
Subsidiaries in the event such information does not include any Confidential
Information disclosed by the P&G Parties. 

(c) Each
Party further acknowledge and agree that it is possible that certain uses of its
own Confidential Information could be detrimental to the Joint Venture or the
Glad Global Business, and each Party will use reasonable commercial efforts to
avoid any such detrimental use. 

(d) Notwithstanding the provisions of this Section 7.3, the Parties agree
that each of the other Parties may disclose Confidential Information to one or
more third parties in a due diligence investigation being conducted by such
third party in connection with a Third Party Sale or a transaction that would
result in a Clorox Change of Control, in the case of the Clorox Partners, or a
transaction that would result in a P&G Change of Control, in the case of the
P&G Partners. Prior to any disclosure of Confidential Information pursuant
to this Section 7.3(d), the third party to whom such information is to be
disclosed must have agreed to keep in confidence all Confidential Information to
be disclosed to such third party, and the Party hereto disclosing such
Confidential Information will be responsible for any disclosure of the
Confidential Information by such third party. 

Section 7.4 Non-Solicitation.


Each of Clorox and P&G
agrees that the solicitation for employment by it or its Subsidiaries of
employees of the other Party whom the soliciting Party becomes aware of as a
result of the Joint Venture or the Glad Licensed Business would have an adverse
impact on the Parties. Each of Clorox and P&G agrees that during the Term
and for two (2) years thereafter it will, and it will cause its Subsidiaries to,
take all commercially reasonable steps to prevent its employees from making such
solicitations; to use commercially reasonably efforts to cause itself and its
Subsidiaries to enforce such prohibition; and, to the extent that it becomes
aware of any such solicitation occurring within itself or any of its
Subsidiaries, to take commercially reasonable action to cause such solicitation
to immediately cease. In the event of any breach of these non-solicitation
obligations, the Parties agree to conduct good faith discussions and
negotiations to determine a mutually acceptable means of addressing such breach,
provided that in no event will there be any penalty for any inadvertent breach
of this provision by any Party. 

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Section 7.5 Agreement to Cooperate; Further Assurances; Other
Matters. 

(a) Subject to the terms and conditions of this Agreement, each of the
Parties will use all reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective
the transactions contemplated by this Agreement, including providing information
and using reasonable efforts to obtain all necessary or appropriate waivers,
consents and approvals, and effecting all necessary registrations and filings,
and will actively take all reasonable steps to pursue such waivers, consents and
approvals for a period not to exceed three (3) months, after which period either
Clorox or P&G will have the right to terminate this Agreement if such
waivers, consents and approvals have not been received such that the condition
to closing set forth in Section 8.1(b) has not been satisfied or if the Closing
has not otherwise occurred. The Parties will timely and promptly make all
filings which may be required by each of them in connection with the
consummation of the transactions contemplated hereby under the Hart-Scott-Rodino
Antitrust Improvements act of 1976, as amended, and the rules and regulations
thereunder (the “HSR
Act”) and any similar foreign
legislation. Each Party will furnish to the other such necessary information and
assistance as such Party may reasonably request in connection with the
preparation of any necessary filings or submissions by it to any U.S. or foreign
governmental agency, including any filings necessary under the provisions of the
HSR Act. Notwithstanding anything to the contrary in this Agreement, no Party
nor any of their Affiliates will be required to make any disposition, including
any disposition of, or any agreement to hold separate, any Subsidiary, asset or
business, and no Party nor any of their Affiliates will be required to comply
with any condition or undertaking or take any action which, individually or in
the aggregate, would materially adversely affect the economic benefits to such
Party of the transactions contemplated hereby and by the Related Agreements,
taken as a whole or adversely affect any other business of such Party or its
Affiliates. In case at any time after the Closing Date any further action is
necessary or desirable to carry out the purposes of this Agreement, the proper
officers and directors of the Parties and their respective Affiliates will
execute such further documents (including assignments, acknowledgments and
consents and other instruments of transfer) and will take such further action as
will be necessary or desirable to effect such transfer and to otherwise carry
out the purposes of this Agreement, in each case to the extent not inconsistent
with applicable law. 

(b) P&G will have the right once each year, upon reasonable notice to
Clorox to have an independent public accounting firm review and audit that
portion of the books, records and accounts of the Glad Business with respect to
those transactions attributed to the Glad Business that are between Clorox and
any Affiliate of Clorox for which the consent of P&G is not sought pursuant
to Section 5.3(a)(v) by reason of such transactions being within the scope of
Section 5.3(a)(v)(x). P&G agrees to cause any review conducted pursuant to
this Section 7.5(b) to be conducted in a manner so as not to unreasonably
interfere with the normal business operations of the Glad Business. 

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(c) In the
event the Clorox Partners or any of their Subsidiaries wish to sell, transfer or
otherwise dispose of any business, division, Person or asset for which
transaction the consent of the P&G Partners is required pursuant to Section
5.3(a)(iv) or 7.9(a)(iii), Clorox will notify the P&G Partners and if the
P&G Partners notifies Clorox in writing within ten (10) days of receipt of
such notice that the P&G Partners has made a good faith determination to
pursue a purchase of such business, division, Person or asset, Clorox and the
P&G Partners will negotiate exclusively for a period not to exceed
forty-five (45) days with respect to a potential purchase by the P&G
Partners of such business, division, Person or asset, on terms satisfactory to
each of Clorox and the P&G Partners, provided that it is understood that in
the event the P&G Partners and Clorox do not enter into a binding agreement
with respect to such a purchase on terms and conditions satisfactory to each
Party in its sole discretion within such forty-five day period, Clorox will have
the right thereafter to solicit offers and enter into a sale, transfer or other
disposition of such business, division, Person or asset with any other Person.


(d) In the
event of a Third-Party Sale by Clorox, Clorox will determine the actuarial
liabilities with respect to the pensions of any defined benefit pension plans
maintained by Clorox or any Affiliate which are subject to the funding
requirements of Section 412 of the Code in which personnel engaged in the Glad
Global Business at the time of the proposed sale are participating (the
“Defined Benefit
Plans”), based on the same
actuarial assumptions that Clorox uses to fund the Defined Benefit Plans over
time. Clorox will determine the pro rata portion of those actuarial liabilities
attributable to Glad Global Business personnel who will become employees of the
purchaser in connection with the proposed sale (the “Pro Rata Portion”) assumed as compared to the total actuarial
liabilities for the Defined Benefit Plans. Clorox will propose that the
purchaser accept a spin-off of the Pro Rata Portion to a tax-qualified defined
benefit pension plan maintained by the purchaser for its own employees (a
“Purchaser Plan”) to such assets for the benefit of the Glad
Global Business personnel who become employees of the purchaser in connection
with the proposed sale. To the extent the purchaser negotiates a transaction in
which an amount different from the Pro Rata Portion is spun off from the Defined
Benefit Plans to the Purchaser Plan then (i) if the purchaser accepts an amount
less than the Pro Rata Portion, P&G Sub will receive an amount equal to (A)
its Ordinary JV Interest percentage multiplied by (B) the difference between the
Pro Rata Portion and the actual amount accepted by the purchaser and (ii) if the
purchaser acquires more than the Pro Rata Portion, P&G Sub’s purchase price
received for its interest in the Joint Venture will be decreased by an amount
equal to (A) its Ordinary JV Interest percentage multiplied by (B) the
difference between the amount proposed by Clorox in accordance with the
immediately preceding sentence and the actual amount accepted by the purchaser.
With respect to any post-retiree healthcare benefits not assumed by the third
party purchaser, the JV Partners will divide that expense between them, based on
their proportionate share of the actuarial liabilities with respect to such
benefit programs calculated on the basis of their relative Ordinary JV
Interests. 

(e) Prior
to the Closing, the Clorox Parties will deliver to the P&G Parties a
supplement to Schedules 2.2(a)(i) and 2.2(a)(iii) setting forth the amounts of
the eliminations and additions referenced therein (the “Supplemental Schedule”). 

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Section 7.6 Public Statements.


Before any Party or any
Affiliate of such Party will release any information concerning this Agreement
or the matters contemplated hereby which is intended for or may result in public
dissemination thereof, they will cooperate with the other Parties, will furnish
drafts of all documents or proposed oral statements to the other Parties,
provide the other Parties the opportunity to review and comment upon any such
documents or statements and will not release or permit release of any such
information without the consent of the other Parties, except to the extent
required by applicable law or the rules of any securities exchange or automated
quotation system on which its securities or those of any of its Affiliates are
traded. 

Section 7.7 Conduct of Business.


(a) The
Clorox Parties agree that prior to the Closing Date, without the prior written
consent of the P&G Partners, which consent will not be unreasonably
withheld, as may be expressly permitted or contemplated by this Agreement or as
may be set forth in Section 7.7 of the Clorox Disclosure Schedule hereto, the
Clorox Parties will cause the Glad Global Business: 

(i) to be
conducted in the usual, regular and ordinary course of business consistent with
past practice, and will use commercially reasonable efforts to preserve intact
the Glad Global Business, keep available the services of their employees and
preserve their relationships with customers, suppliers, licensees, licensors,
distributors, agents and others having business dealings with the Glad Global
Business; 

(ii) to (A)
maintain its inventory of supplies, parts and other materials and keep its books
of account, records and files, in each case in the ordinary course of business
consistent with past practice, (B) maintain its promotional activities and
expenditures in the ordinary course of business consistent with past practice
and (C) maintain in full force and effect property damage, liability and other
insurance with respect to the Glad Global Business and its assets and properties
providing coverage against such risks and in at least the amounts as provided by
the insurance policies currently maintained by the Clorox Parties with respect
to the Glad Global Business to the extent reasonably available;

(iii) not to
sell, transfer or otherwise dispose of any business, assets, rights or
properties of the Glad Global Business other than (A) sales of obsolete or
worn-out equipment or other assets no longer used in the Glad Global Business
not exceeding a value in excess of $1 million individually or $5 million in the
aggregate, (B) sales of inventory in the ordinary course of business, (C) sales,
transfers or other dispositions of assets or properties that will be replaced
prior to the Closing with assets or properties of a comparable value or utility
that will be attributed to the Glad Global Business or (D) sales, transfers or
dispositions in the ordinary course of the Glad Global Business consistent with
past practice and not exceeding a value in excess of $1 million individually or
$5 million in the aggregate not otherwise included in the foregoing clauses (A)
through (C); and 

(iv) not to
take any action for which the consent of the P&G Partners would be required
after the Closing Date pursuant to Section 5.3(a) hereof. 

(b) Notwithstanding the provisions of Section 7.7(a), the Parties agree that
cash and cash equivalents (excluding petty cash) of the Glad Global Business
prior to Closing will be a Clorox Excluded Asset pursuant to the provisions of
Section 2.2(b) hereof. The Clorox Parties will have the right to remove any such
cash or cash equivalents (excluding petty cash) from the Glad Global Business
prior to the Closing, subject to the representation and warranty contained in
Section 4.2(a)(ii) hereof.  

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(c) The
P&G Parties agree that prior to the Closing Date, without the prior written
consent of Clorox, the P&G Parties will not sell, transfer or otherwise
dispose of (i) any P&G Equipment or (ii) the Forceflex Technology or Impress
Technology (in each case as such terms are defined in the P&G License
Agreement) to be licensed to the Clorox Parties pursuant to the P&G License
Agreement. The P&G Parties agree that they will comply with the provisions
of Section 7.4 of the form of License Agreement attached as Exhibit A, which provisions are incorporated by reference herein. 

Section 7.8 International Relationships. 

The Parties have agreed that
to the extent the Glad Global Business expands to establish operations in any
country other than the United States, Canada, Australia New Zealand, China,
Philippines, Hong Kong, Costa Rica, Korea and South Africa (a “New Country”), the Parties will enter a relationship in such New Country, which
relationship will, at the election of the Clorox Partners, either (a) have a
structure and be on terms substantially similar to those under the JV Sublicense
Agreements and the Glad License Agreements for the International Licensees or
(b) have the structure and be on the terms set forth on Exhibit G hereto, in each case unless the Parties mutually determine that such
structure would result in material adverse tax consequences to P&G or
Clorox, in which case P&G and Clorox will negotiate in good faith to modify
the structure as necessary to avoid such adverse tax consequences. The Parties
do not intend for the provisions of this Section 7.8 to specify any particular
operational structure to be used in any New Country or to set in advance
compensation to be received by P&G or its Affiliates in connection with any
services that may be provided by P&G or its Affiliates as a service provider
to the operations in such New Country. The Parties agree to use all commercially
reasonable efforts and to negotiate in good faith to complete the documentation
necessary to implement any such relationship. For the avoidance of doubt, in the
event that notwithstanding the provisions of this Section 7.8, the Parties are
unable to agree upon the implementation of any such relationship in any country,
such failure will not prevent the Glad Global Business from entering into
operation in the country in question. 

Section 7.9 Sublicenses of P&G Intellectual Property. 

(a) To the
extent The Glad Products Company or its Affiliates, on behalf of the Joint
Venture, sublicenses any of the Intellectual Property licensed to it by P&G
Sub under the P&G License Agreement to any Affiliate of Clorox, each of The
Glad Products Company and the other Clorox Parties agree as follows during the
term of any such sublicense: 

(i) to
consult with P&G Sub and consider in good faith the views of P&G Sub
with respect to material actions and decisions relating to the licensees under
any such sublicenses and the Glad Local Business conducted by such licensees.
For purposes of this Section 7.9(a), materiality will be judged based on the
Glad Licensed Business taken as a whole, provided that (i) any actions or
decisions with respect to the budget, business plan or long-term strategic plan
of any Glad Local Business, (ii) any assumption or incurrence of Indebtedness
(other than Affiliate Loans) in excess of $15 million and (iii) any purchase or
other acquisition and any sale, transfer or other disposition of any business,
division or Person that will be attributed to any Glad Local Business that will
not be subject to the consent rights set forth in Section 7.9(a)(iii) below will
be deemed to be material; 

63 









(ii) to
provide P&G Sub with copies of the information and reports such Party
receives from the licensees under any such sublicenses, and upon the reasonable
request of P&G Sub, obtain from the licensees under such sublicenses,
additional information concerning the Glad Licensed Business;

(iii) not to
consent to any action, to the extent such Party has the right under any such
sublicense to consent to such action prior to it being taken, without the prior
consent of P&G if such action is of a nature and magnitude that it would
require consent of the P&G Partners pursuant to Section 5.3(a)(ii), (iii),
(iv), (v), (vii) or (viii) hereof if such action were taken with respect to the
Joint Venture and the Glad Business; and 

(iv) to use
commercially reasonable efforts to cause the licensees under any such
sublicenses to conduct the Glad Local Businesses conducted by such licensees in
a manner not inconsistent with the overall strategic direction of the Glad
Business, but subject to local market conditions and other circumstances of the
jurisdictions in which such Glad Local Businesses are conducted. 

(b) P&G will have the right once each year, upon reasonable notice to The
Glad Products Company, to have an independent public accounting firm review and
audit the books, records and accounts of the Glad Licensed Business, at
P&G’s expense. P&G agrees to cause any review conducted pursuant to this
Section 7.9(b) to be conducted in a manner so as not to unreasonably interfere
with the normal business operations of the Glad Licensed Business. 

ARTICLE
VIII 

CONDITIONS PRECEDENT TO
CLOSING 

Section 8.1 Conditions to Each Party’s Obligations. 

The respective obligations of
each Party to consummate the transactions contemplated by this Agreement to
occur at the Closing will be subject to the fulfillment of the following
conditions on or prior to the Closing Date: 

(a) no
statute, rule, regulation, executive order, decree, or preliminary or permanent
injunction will have been enacted, entered, promulgated or enforced by any
state, federal or foreign court of competent jurisdiction or Governmental
Authority which prohibits consummation of the transactions contemplated by this
Agreement and the Related Agreements, whether temporary, preliminary or
permanent; provided, however, that subject to the terms of this Agreement the Parties will use their
reasonable commercial efforts to have such order, decree or injunction
vacated;

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(b) the
waiting period applicable to the consummation of the transactions contemplated
by this Agreement under the HSR Act will have expired or been earlier
terminated; and 

(c) all
orders, consents and approvals of Governmental Authorities legally required for
the consummation of the transactions contemplated by this Agreement will have
been obtained and be in effect at the Closing Date, except those for which
failure to obtain such consents and approvals would not, individually or in the
aggregate, have a material adverse effect upon the Company or its future
business or results of operations. 

Section 8.2 Conditions to the Closing Obligations of the Clorox
Parties. 

The obligations of the Clorox
Parties to consummate the transactions contemplated by this Agreement to occur
at the Closing will be subject to the fulfillment of the following additional
conditions: 

(a) The
P&G Parties will have performed in all material respects their obligations
under this Agreement and any Related Agreement required to be performed by them
at or prior to the Closing Date, and the representations and warranties of the
P&G Parties set forth in this Agreement (i) that are qualified as to
Material Adverse Effect will be true and correct in all respects and (ii) that
are not so qualified will be true and correct in all material respects at and as
of the Closing Date as if made at and as of such time, except to the extent that
any such representation or warranty specifically speaks to a specified date, in
which case such representation or warranty will have been true and correct as of
such date, and the Clorox Parties will have received a certificate to such
effect dated the Closing Date signed on behalf of the P&G Parties by an
executive officer thereof; and 

(b) The
P&G Parties will have duly authorized, executed and delivered to the Clorox
Parties at or prior to the Closing Date each of the Related Agreements to which
it is a party, and each such Related Agreements will be in full force and
effect. 

Section 8.3 Conditions to the Closing Obligations of the P&G
Parties. 

The obligations of the P&G
Parties to consummate the transactions contemplated by this Agreement to occur
at the Closing will be subject to the fulfillment of the following additional
conditions: 

(a) the
Clorox Parties will have performed in all material respects their obligations
under this Agreement and any Related Agreement required to be performed by them
at or prior to the Closing Date, and the representations and warranties of the
Clorox Parties set forth in this Agreement (i) that are qualified as to Material
Adverse Effect will be true and correct in all respects and (ii) that are not so
qualified will be true and correct in all material respects at and as of the
Closing Date as if made at and as of such time, except to the extent that any
such representation or warranty specifically speaks to a specified date, in
which case such representation or warranty will have been true and correct as of
such date, and in the case of each of the representations and warranties to the
extent relating to the Glad Existing International Business will not be subject
to any exceptions other than as set forth in the Clorox Disclosure Schedule that
would reasonably be expected to have a Material Adverse Effect, and the P&G
Parties will have received a certificate to such effect dated the Closing Date
signed on behalf of the Clorox Parties by an executive officer of Clorox;
 

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(b) each
Clorox Party will have duly authorized, executed and delivered to the P&G
Parties at or prior to the Closing Date each of the Related Agreements to which
it is a party, and each such Related Agreement will be in full force and effect;
and 

(c) the
Clorox Parties shall have delivered the Supplemental Schedule to the P&G
Parties. 

ARTICLE
IX 

ACCOUNTING; TAX
MATTERS 

Section 9.1 Accounting. 

(a) The
accounting principles and policies adopted with respect to the Joint Venture are
set forth on Exhibit
H hereto (the “JV Accounting Principles”). The JV Accounting Principles shall also apply
to the conduct of the Glad Licensed Business. 

(b) Each
JV Partner will be supplied with estimates of income and other information
necessary to enable such JV Partner to prepare in a timely manner its U.S.
federal, state and local income estimated tax returns (and extension payments,
if any) and such other financial or other statements and reports that the Board
deems appropriate; provided that each JV Partner will be provided with copies of
Schedule K-1 for the Joint Venture for such Fiscal Year no later than seven (7)
calendar months after the end of the first two Fiscal Years of the Joint Venture
and no later than six (6) calendar months after the end of any Fiscal Year
thereafter. 

(c) Within
(i) sixty (60) days after the end of each of the first eight Fiscal Quarters,
and after the end of any Fiscal Quarter thereafter, (A) forty-five (45) days
with respect to the Glad Business and (B) sixty (60) days with respect to each
Glad Local Business and (ii) 120 days after the close of each of the first two
Fiscal Years of the Joint Venture and within ninety (90) days after the end of
any Fiscal Year thereafter, the Board will cause to be prepared in accordance
with the JV Accounting Principles and submitted to each JV Partner the balance
sheet of the Glad Business and each Glad Local Business as of the end of such
period and a statement of income or loss and a statement of cash flows of the
Glad Business and each Glad Local Business for such period.

(d) The
Clorox Partners will keep or cause to be kept books and records pertaining to
the business attributed to the Joint Venture showing all of its assets and
Liabilities, receipts and disbursements, realized profits and losses, JV
Partner’s Capital Accounts and all transactions attributed to the Joint Venture.
Such books and records of the Joint Venture will be kept at the Glad Business
headquarters in Oakland, California and the JV Partners and their
representatives will at all reasonable times have free access thereto for the
purpose of inspecting or copying the same. 

(e) In
case of a Transfer of all or part of the JV Interest of any JV Partner, the
Board may cause the Joint Venture to elect, pursuant to Section 734, 743 and 754
of the Code to adjust the basis of the assets
attributed to the Joint Venture; provided, however, the election under Section
754 will not be subject to the Board’s discretion and such election will be made
timely if requested by the P&G Partners in connection with exercise of the
P&G Option. 

66 











(f) The
Parties acknowledge and agree that from time to time during the Term, as the
Glad Business changes, adjustments may become necessary to the JV Accounting
Principles or the provisions of this Agreement to maintain the intended relative
economic interests of the Parties hereunder as well as the intended economic
benefits to the Parties of this Joint Venture as effected by this Agreement as
of the Closing. The Parties agree to negotiate in good faith to amend the JV
Accounting Principles and this Agreement as may be necessary to maintain such
relative economic interests and intended economic benefits, and any such
adjustment or amendment pursuant to this Section 9.1(f) must be mutually agreed
upon by all the JV Partners. 

(g) Clorox’s internal audit group will perform a review at least once every
24 months of the financial statements and processes and procedures of the Glad
Business, which review will be conducted in a manner consistent with that used
for scheduled periodic reviews by such internal audit group of other Clorox
businesses. The report with respect to such review will be provided to the
Board. 

(h) P&G will have the right once each year, upon reasonable notice to
Clorox to have an independent public accounting firm review and audit the books,
records and accounts of the Glad Business, at P&G’s expense. P&G agrees
to cause any review conducted pursuant to this Section 9.1(h) to be conducted in
a manner so as not to unreasonably interfere with the normal business operations
of the Glad Business. 

Section 9.2 Tax
Matters. 

(a) The
taxable year of the Joint Venture will be the same as its Fiscal Year.


(b) The JV
Partners agree and acknowledge that the Joint Venture will not be subject to the
provisions of Sections 6221, et.
seq., of the Code. The JV
Partners further agree that the Joint Venture will not elect, nor will any JV
Partner, the Board, or any other Person, elect on behalf of the Joint Venture,
to cause the Joint Venture to be subject to said unified Tax Proceedings.
Accordingly, no JV Partner will have any authority to represent the Joint
Venture before the Internal Revenue Service or other Tax authority in a unified
Tax proceeding, nor will any JV Partner have authority to sign any consent,
enter into any settlement agreement, extend the statute of limitations,
compromise any Tax dispute, or take any other action regarding a Tax audit
proceeding on behalf of any other JV Partner (except that Clorox Parties may
take such actions on behalf of other Clorox Parties). Each of Clorox and P&G
Sub agree to keep the other informed as to the progress of Tax audits,
examinations and proceedings of such Parties or their Affiliates that relate to
Tax items attributable to the Joint Venture. 

(c) The
Board will cause to be prepared all federal, state and local tax returns of the
Joint Venture for each year for which such returns are required to be filed and
will cause such returns to be timely filed. The Board will determine the
appropriate treatment of each item of income, gain, loss, deduction and credit
attributed to the Joint Venture and the accounting methods and conventions under
the tax laws of the United States, the several States and other relevant
jurisdictions as to the treatment of any such item or any other method or
procedure related to the preparation of such tax returns. Each JV Partner agrees
that it will take no position on its tax returns inconsistent with the position
taken on the Joint Venture’s tax returns. The Board on behalf of the Joint
Venture may make all elections for federal income tax purposes; provided that,
if such election would have a material adverse effect on P&G, the Board will
provide notice to and consult P&G regarding such election.  

(d) The JV
Partners intend for the Joint Venture to be treated as a partnership for U.S.
federal, state and local income tax purposes, and no JV Partner (nor any Person
acting on behalf of the Joint Venture) will take any action inconsistent with
such treatment. 

67 









ARTICLE X 

INDEMNIFICATION


Section 10.1 Indemnification by Clorox Partners. 

From and after the Closing
Date, the Clorox Partners will jointly and severally indemnify and hold harmless
the P&G Parties and their respective Affiliates, and the respective
directors, officers, employees and agents of any of the foregoing and any of the
heirs, executors, successors and assigns of any of the foregoing (collectively,
the “P&G Indemnified
Parties”) from and against any
and all damages, claims, losses, expenses, costs, obligations and Liabilities
including, without limiting the generality of the foregoing, Liabilities for all
reasonable attorneys’ fees and expenses (including attorney and expert fees and
expenses incurred to enforce successfully the terms of this Agreement)
(collectively, “Losses and
Expenses”) suffered or incurred
by any such P&G Indemnified Party arising from, relating to or otherwise in
respect of, (a) any breach of, or inaccuracy in, any representation or warranty
of the Clorox Parties contained in this Agreement or in the certificate
delivered by the Clorox Parties pursuant to Section 8.3(a) of this Agreement,
(b) any breach of any covenant or other agreement of the Clorox Parties
contained in this Agreement, and (c) any Clorox Retained Liabilities. The
aggregate indemnification obligations of the Clorox Partners pursuant to the
foregoing clause (a), together with the indemnification obligations of such
Persons with respect to breaches of representations and warranties under the
P&G License Agreement, will be limited to a maximum of $28,000,000, and the
Clorox Partners will have no indemnification obligations with respect to such
clause (a) unless the aggregate of all Losses and Expenses relating thereto and
with respect to breaches of representations and warranties under the P&G
License Agreement for which the Clorox Partners would, but for this provision,
be liable exceeds on a cumulative basis an amount equal to $3,000,000 , and then
only to the extent of any such excess. Any claims for indemnification pursuant
to such clause (a) must be made prior to the date that is eighteen (18) months
after the Closing Date. From and after the Closing Date, the Clorox Partners
will further jointly and severally indemnify and hold harmless the P&G
Indemnified Parties from and against any and all Losses and Expenses arising out
of or related to any third party claim that any P&G Indemnified Party has
any Liability or obligation with respect to any Liability attributed to the
Joint Venture or arising out of or related to the Glad Business or the Glad
Licensed Business, provided that such indemnification will not apply to any
Liability or obligation for which any P&G Indemnified Party has agreed to
provide indemnification or is otherwise expressly liable for pursuant to the
terms of the Related Agreements. 

68 









Section 10.2 Indemnification by P&G Partners. 

From and after the Closing
Date, the P&G Partners will indemnify and hold harmless each of the Clorox
Partners and their respective Affiliates, and the respective directors,
officers, employees and agents of any of the foregoing, and any of the heirs,
executors, successors and assigns of any of the foregoing (collectively, the
“Clorox Indemnified
Parties” and together with the
P&G Indemnified Parties, the “Indemnified Parties”) from
and against any and all Losses and Expenses suffered or incurred by any such
Clorox Indemnified Party arising from, relating to or otherwise in respect of,
(a) any breach of, or inaccuracy in, any representation or warranty of the
P&G Parties contained in this Agreement or in the certificate delivered by
the P&G Parties pursuant to Section 8.2(a) of this Agreement, (b) any breach
of any covenant or other agreement of the P&G Parties contained in this
Agreement and (c) any Permitted Liens existing as of the Closing with respect to
the P&G Equipment. The aggregate indemnification obligations of the P&G
Partners pursuant to the foregoing clause (a), together with the indemnification
obligations of such Persons with respect to breaches of representations and
warranties under the P&G License Agreement, will be limited to a maximum of
$28,000,000, and the P&G Partners will have no indemnification obligations
with respect to such clause (a) or with respect to breaches of representations
and warranties under the P&G License Agreement, unless the aggregate of all
Losses and Expenses relating thereto for which the P&G Partners would, but
for this provision, be liable exceeds on a cumulative basis an amount equal to
$3,000,000, and then only to the extent of any such excess. Any claims for
indemnification pursuant to such clause (a) must be made prior to the date that
is eighteen (18) months after the Closing Date. 

Section 10.3 Third-Party Claims.


If a claim by a third party is
made against an Indemnified Party hereunder, and if such Indemnified Party
intends to seek indemnity with respect thereto under this Article X, such
Indemnified Party will promptly notify Clorox, in the case of a P&G
Indemnified Party, or P&G, in the case of a Clorox Indemnified Party (such
person to be notified, the “Indemnifying Party”) in
writing of such claims setting forth such claims in reasonable detail, provided
that failure of such Indemnified Party to give prompt notice as provided herein
will not relieve the Indemnifying Party of any of its obligations hereunder,
except to the extent that the Indemnifying Party is materially prejudiced by
such failure. The Indemnifying Party will have twenty (20) days after receipt of
such notice to undertake, through counsel of its own choosing, subject to the
reasonable approval of such Indemnified Party, and at its own expense, the
settlement or defense thereof, and the Indemnified Party will cooperate with it
in connection therewith; provided, however, that the Indemnified Party may
participate in such settlement or defense through counsel chosen by such
Indemnified Party, provided that the fees and expenses of such counsel will be
borne by such Indemnified Party. If the Indemnifying Party will assume the
defense of a claim, it will not settle such claim without the prior written
consent of the Indemnified Party, (a) unless such settlement includes as an
unconditional term thereof the giving by the claimant of a release of the
Indemnified Party from all Liability with respect to such claim or (b) if such
settlement involves the imposition of equitable remedies or the imposition of
any material obligations on such Indemnified Party other than financial
obligations for which such Indemnified Party will be indemnified hereunder. If
the Indemnifying Party will assume the defense of a claim, the fees of any
separate counsel retained by the Indemnified Party will be borne by such
Indemnified Party unless there exists a conflict between them as to their
respective legal defenses (other than one that is of a monetary nature), in
which case the Indemnified Party will be entitled to retain separate counsel,
the reasonable fees and expenses of which will be reimbursed by the Indemnifying
Party. If the Indemnifying Party does not notify the Indemnified Party within
twenty (20) days after the receipt of the Indemnified Party’s notice of a claim
of indemnity hereunder that it elects to undertake the defense thereof, the
Indemnified Party will have the right to contest, settle or compromise the claim
but will not thereby waive any right to indemnity therefor pursuant to this
Agreement. The indemnification provisions set forth in this Article X are the
sole and exclusive means of recovery of money damages with respect to the
matters covered herein, except for fraud.  

Section 10.4 Limitation on Losses and Expenses 

Notwithstanding anything to
the contrary contained herein, no Indemnifying Party will be liable for any
punitive damages pursuant to this Agreement or any of the Related Agreements (it
being understood that any punitive damages paid by any Indemnified Party to any
third party will be considered direct damages not subject to this Section 10.4). 

69 









ARTICLE
XI 

MISCELLANEOUS 

Section 11.1 Amendments and Waivers.


This Agreement may be amended
only by a written instrument executed by Clorox and the P&G Partners. Any
amendment effected in accordance with the immediately preceding sentence will be
binding on all of the Parties to this Agreement. No failure or delay by any
Party in exercising any right, power or privilege hereunder will operate as a
waiver thereof nor will any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. 

Section 11.2 Successors, Assigns and Transferees. 

The provisions of this
Agreement will be binding upon and will inure to the benefit of the Parties and
their respective successors and Permitted Transferees, each of which will agree
in a writing reasonably satisfactory in form and substance to Clorox and the
P&G Partners to become a Party hereto and be bound to the same extent hereby
as the transferor that has transferred the JV Interest. No Party to this
Agreement may assign any of its rights or obligations under this Agreement to
any person other than a Permitted Transferee without the prior written consent
of the other Parties. 

70 









Section 11.3 Notices. 

Any notices or other
communications required or permitted hereunder will be sufficiently given if (a)
delivered personally, (b) transmitted by facsimile (with written transmission
confirmation), (c) mailed by certified or registered mail (return receipt
requested) (in which case such notice will be deemed given on the third day
after such mailing) or (d) sent by overnight Federal Express or other overnight
courier (with written delivery confirmation), addressed as follows or to such
other address of which the Parties may have given notice: 

To the Clorox
Partners: 

The Clorox Company
1221
Broadway
Oakland, CA 94612
Attention: General Counsel
Facsimile: (510)
271-1696
Telephone: (510) 271-4737
E-mail: pete.bewley@clorox.com


To the P&G
Partners: 

The Procter & Gamble
Company
One P&G Plaza
Cincinnati, OH 45202 
Attention: Jeffrey D. Weedman, Vice
President
Facsimile: (513) 983-0911
Telephone: (513) 983-1921
E-mail:
weedman.jd@pg.com 

With copies
to: 

The Procter & Gamble
Company
One P&G Plaza
Cincinnati, OH 45202
Attention: Chris
Walther
Telecopy: (513) 983-2611
Telephone: (513) 983-8469
E-mail:
walther.cb@pg.com 

Section 11.4 Integration. 

This Agreement, the Related
Agreements and the documents referred to herein or therein, or delivered
pursuant hereto or thereto, contain the entire understanding of the Parties with
respect to the subject matter hereof and thereof. There are no agreements,
representations, warranties, covenants or undertakings with respect to the
subject matter hereof and thereof other than those expressly set forth herein
and therein. This Agreement supersedes all other prior agreements and
understandings between the Parties with respect to such subject matter.


71 









Section 11.5 Severability. 

If one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof will not be in any way impaired, it
being intended that all rights, powers and privileges of the Parties will be
enforceable to the fullest extent permitted by law. 

Section 11.6 Counterparts. 

This Agreement may be executed
in two or more counterparts, and by different Parties on separate counterparts
each of which will be deemed an original, but all of which will constitute one
and the same instrument. 

Section 11.7 Governing Law. 

This Agreement will be
construed in accordance with, and the rights of the Parties will be governed by,
the laws of the State of New York. 

Section 11.8 Arbitration. 

(a) The
Parties will attempt in good faith to resolve through negotiation any dispute,
claim or controversy arising out of or relating to this Agreement. Either Clorox
or the P&G Partners may initiate negotiations on behalf of the Clorox
Partners or the P&G Partners, as the case may be, by providing written
notice in letter form to the other Party, setting forth the subject of the
dispute and the relief requested. The recipient of such notice will respond in
writing within five days with a statement of its position on and recommended
solution to the dispute. If the dispute is not resolved by this exchange of
correspondence, then representatives of each of Clorox and the P&G Partners
with full settlement authority will meet at a mutually agreeable time and place
within ten (10) days of the date of the initial notice in order to exchange
relevant information and perspectives, and to attempt to resolve the dispute. If
the dispute is not resolved by these negotiations, the matter will be submitted
to JAMS, or its successor, for mediation. 

(b) Either
Clorox or the P&G Partners may commence mediation on behalf of the Clorox
Partners or the P&G Partners, as the case may be, by providing to JAMS and
the other Party a written request for mediation, setting forth the subject of
the dispute and the relief requested. The Parties will cooperate with JAMS and
with one another in selecting a mediator from JAMS’ panel of neutrals, and in
scheduling the mediation proceedings. The Parties covenant that they will
participate in the mediation in good faith, and that Clorox, on the one hand,
and the P&G Partners, on the other hand, will share equally in its costs.
All offers, promises, conduct and statements, whether oral or written, made in
the course of the mediation by any of the Parties, their agents, employees,
experts and attorneys, and by the mediator or any JAMS employees, are
confidential, privileged and inadmissible for any purpose, including
impeachment, in any arbitration or other proceeding involving the Parties,
provided that evidence that is otherwise admissible or discoverable will not be
rendered inadmissible or non-discoverable as a result of its use in the
mediation. Either Clorox or the P&G Partners may initiate arbitration on
behalf of the Clorox Partners or the P&G Partners, as the case may be, with
respect to the matters submitted to mediation by filing a written demand for
arbitration at any time following the initial mediation session or 45 days after
the date of filing the written request for mediation, whichever occurs first.
The mediation may continue after the commencement of arbitration if the Parties
so desire. Unless otherwise agreed by the Parties, the mediator will be
disqualified from serving as arbitrator in the case. The provisions of this
Section 11.8 may be enforced by any court of competent jurisdiction, and the
Party seeking enforcement will be entitled to an award of all costs, fees and
expenses, including attorneys’ fees, to be paid by the Party against whom
enforcement is ordered. 

72 









(c) Any
dispute, claim or controversy arising out of or relating to this Agreement or
the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this Agreement to
arbitrate, which is not resolved through negotiation or mediation, will be
determined by arbitration conducted in Oakland, CA, before a sole arbitrator
based in the state of New York, in accordance with the laws of the State of New
York for agreements made in and to be performed in that State. The arbitration
will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures unless Clorox and the P&G Partners agree to use its Streamlined
Arbitration Rules and Procedures. The arbitrator’s decision and award with
respect to the dispute referred to will be final and binding on the Parties and
may be entered in any court with jurisdiction, and the Parties will abide by
such decision and award. 

(d) The
arbitrator will, in its award, allocate all of the costs of the arbitration (and
the mediation, if applicable), including the fees of the arbitrator and the
reasonable attorneys’ fees of the prevailing Party, against the Party who did
not prevail, if any. 

Section 11.9 Injunctive Relief.


Each of the Parties
acknowledges and agrees that pending the outcome of any arbitration proceeding
pursuant to Section 11.8, each of the Parties will be entitled to an injunction,
restraining order or other equitable relief to prevent breaches of the
provisions of this Agreement and the Related Agreements in any court of
competent jurisdiction solely for the purpose of maintaining the status quo, in
addition to any other remedy to which they may be entitled pursuant to the terms
hereof. 

Section 11.10 Expenses. 

Except as set forth in this
Agreement and the Related Agreements, whether or not the transactions
contemplated by this Agreement are consummated, all legal and other costs and
expenses incurred in connection with this Agreement and the Related Agreements
and the transactions contemplated hereby will be paid by the Party incurring
such costs. 

Section 11.11 No
Third Party Beneficiaries.


Except for the rights of the
Indemnified Parties pursuant to Article X, nothing in this Agreement, express or
implied, is intended to confer upon any Person, other than the Parties or their
respective successors and permitted assigns, any rights, remedies, benefits,
obligations or Liabilities of any nature whatsoever under or by reason of this
Agreement. 

Section 11.12 Guarantees by Clorox and P&G. 

(a) In
consideration of the P&G Parties entering into this Agreement, Clorox hereby
fully and unconditionally guarantees that each of the Clorox Parties will fully
perform and discharge when due all of its obligations and Liabilities under this
Agreement and each of the Related Agreements, including but not limited to full
and punctual payment and discharge when due of all of the Clorox Parties’
indemnification obligations to the P&G Indemnified Parties under this
Agreement and each of the Related Agreements. The guarantee of Clorox pursuant
to this Section 11.12(a) is an absolute, unconditional and continuing guarantee
of the full and punctual payment and performance by the Clorox Parties of such
obligations and Liabilities when due and not of their collectibility only and is
in no way conditioned upon any requirement that the P&G Parties first
attempt to collect any of the obligations or Liabilities from the Clorox
Parties, or upon any other contingency whatsoever. The obligations of Clorox
hereunder are absolute and unconditional regardless of the validity or
enforceability of this Agreement or any of the Related Agreements against any
Clorox Partner. Clorox hereby waives any legal or equitable defense to the
enforceability of the provisions of this Section 11.12(a).  

73 









(b) In
consideration of the Clorox Parties entering into this Agreement, P&G hereby
fully and unconditionally guarantees that each of the P&G Parties will fully
perform and discharge when due all of its obligations and Liabilities under this
Agreement and each of the Related Agreements, including but not limited to full
and punctual payment and discharge when due of all of the P&G Parties’
indemnification obligations to the P&G Indemnified Parties under this
Agreement and each of the Related Agreements. The guarantee of P&G pursuant
to this Section 11.12(b) is an absolute, unconditional and continuing guarantee
of the full and punctual payment and performance by the P&G Parties of such
obligations and Liabilities when due and not of their collectibility only and is
in no way conditioned upon any requirement that the Clorox Parties first attempt
to collect any of the obligations or Liabilities from the P&G Parties, or
upon any other contingency whatsoever. The obligations of P&G hereunder are
absolute and unconditioned regardless of the validity or enforceability of this
Agreement or any of the Related Agreements against any P&G Partner. P&G
hereby waives any legal or equitable defense to the enforceability of the
provisions of this Section 11.12(b). 

(c) In
consideration of the Clorox Parties entering into this Agreement and the License
Agreement, P&G hereby fully and unconditionally guarantees that any Person
to whom any Intellectual Property subject to the P&G License Agreement is
transferred in accordance with Section 7.3 of the P&G License Agreement and
any subsequent Persons to whom such Intellectual Property may be transferred
(collectively, “IP
Transferees”) will fully perform
and discharge when due all of their obligations and Liabilities under the
P&G License Agreement, including but not limited to any licenses granted
pursuant to Article 2, Article 3 or Article 6 of the P&G License Agreement.
The guarantee of P&G pursuant to this Section 11.12(b) is an absolute,
unconditional and continuing guarantee of the full and punctual payment and
performance by the IP Transferees of such obligations and Liabilities when due
and not of their collectibility only and is in no way conditioned upon any
requirement that the Clorox Parties first attempt to collect any of the
obligations or Liabilities from the IP Transferees, or upon any other
contingency whatsoever. The obligations of P&G hereunder are absolute and
unconditional regardless of the validity or enforceability of the License
Agreement against any IP Transferee. P&G hereby waives any legal or
equitable defense to the enforceability of the provisions of this Section
11.12(c). 

74 









Section 11.13 Effectiveness of Amendment and Restatement,
Representations, Warranties and Agreements. 

This Agreement amends and
restates certain provisions of the Original Agreement and restates the terms of
the Original Agreement in their entirety. All amendments to the Original
Agreement effected by this Agreement, and all other covenants, agreements, terms
and provisions of this Agreement shall have effect as of the Original Date
unless expressly stated otherwise. This Agreement shall be effective as of the
date that copies hereof have been executed and delivered by each of the Parties.
Each of the representatives and warranties made in this Agreement shall be
deemed to be made on and as of the Original Date and not made as of the date
hereof. 

[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK.] 

75 









IN WITNESS WHEREOF, each of
the undersigned has executed this Agreement or caused this Agreement to be
executed on its behalf as of the date first written above. 


	
      THE CLOROX
      COMPANY

	 
	By:  	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Group Vice President
	 
	THE GLAD PRODUCTS COMPANY
	 
	By:
      	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Vice President
	 
	GLAD MANUFACTURING COMPANY
	 
	By:
      	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Vice President
	 
	CLOROX SERVICES COMPANY
	 
	By:	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Vice President
	 
	THE CLOROX SALES COMPANY
	 
	By:	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Vice President
	 
	CLOROX INTERNATIONAL COMPANY
	 
	By:	/s/ Larry Peiros	 
		Name: Larry Peiros
		Title: Vice President




[Signature Page to Amended
and Restated Joint Venture Agreement] 

76










		THE PROCTER & GAMBLE COMPANY
			 
		By: 	/s/ Jeffrey D.
    Weedman	 
			Name:
      Jeffrey D. Weedman
			Title:
      Vice
      President, External Business
			Development &
      Global Licensing
	 		 
		PROCTER & GAMBLE RHD, INC.
			 
		By:  	/s/ Jeffrey D.
    Weedman	 
			Name:
      Jeffrey D. Weedman
			Title:
      Attorney-in-fact



 

 

 

 

 

 

[Signature Page to Amended
and Restated Joint Venture Agreement] 








Exhibit C 

Description of P&G Equipment








	Family
      Care												RJA
	Global Finance												11/12/02
	Green Bay Impress Assets Book
      Value at 9/30/02
	Main
      number	     	SNo.	     	Cap. date	     	Name	     	Acq.
      value	     	Accum.
      dep.	     	Book
      Val
	360000066970		0		6/1/2002		IMPRESS LINE 1 CAPITAL EQUIPMENT		4,910,339.45		-81,838.45		4,828,501.00
	360000066970		5		6/1/2002		IMPRESS LINE
      1 CAPITAL EQUIPMENT		29,041.23		-486.23		28,555.00
	360000066970		4		6/1/2002		IMPRESS LINE 1 SPARE EQUIPMENT		464,771.22		-7,748.22		457,023.00
	360000066970		6		6/1/2002		FULL CASE
      CONVEYOR ADDL CHARGES		807.04		-13.04		794
	360000066970		7		6/1/2002		CARTRIDGE SETUP DISCONNECT		6,145.01		-103.01		6,042.00
	360000066970		8		6/1/2002		MCC MODEL 6S
      - Electrical Panel		3,025.00		-50		2,975.00
	360000066970		9		6/1/2002		MURAN ULTRA NMR ANALYZER		46,527.00		-775		45,752.00
	360000066971		0		6/1/2002		IMPRESS LINE
      2 CAPITAL EQUIPMENT		4,901,013.68		-81,684.68		4,819,329.00
	360000066971		4		6/1/2002		IMPRESS LINE 2 SPARE EQUIPMENT		464,771.22		-7,748.22		457,023.00
	360000066971		5		6/1/2002		IMPRESS LINE
      2 CAPITAL EQUIPMENT		29,041.24		-486.24		28,555.00
	360000066972		0		6/1/2002		IMPRESS LINE 3 CAPITAL EQUIPMENT		4,893,374.70		-81,558.70		4,811,816.00
	360000066972		4		6/1/2002		IMPRESS LINE
      3 SPARE EQUIPMENT		464,771.22		-7,748.22		457,023.00
	360000066973		0		6/1/2002		IMPRESS LINE 4 CAPITAL EQUIPMENT		4,907,699.25		-81,797.25		4,825,902.00
	360000066973		4		6/1/2002		IMPRESS LINE
      4 SPARE EQUIPMENT		464,771.15		-7,748.15		457,023.00
	360000037830		0		7/28/1997		GE MCC SECTION -ET2		15,028.00		-5,176.00		9,852.00
	370000103390		0		2/15/2001		TWING
      ALBERT TENSILE TESTER WITH MAP		24,192.18		-2,582.18		21,610.00
	370000103397		0		2/16/2001		MIRACLE HATR FOR
      NICOLET 510- REFLECTING PLATE		2,527.17		-271.17		2,256.00
					Total Assets				21,627,845.76		-367,814.76		21,260,031.00









	Family
      Care												RJA
	Global Finance												11/12/02
	Green Bay Impress Assets Tax Value at
9/30/02
	Main
      number	     	SNo.	     	Cap. date	     	Name	     	Acq.
      value	     	Accum.
      dep.	     	Tax
      Val
	360000066970		0		6/1/2002		IMPRESS LINE 1 CAPITAL EQUIPMENT		4,910,339.45		-1,374,894.45		3,535,445.00
	360000066970		4		6/1/2002		IMPRESS LINE
      1 SPARE EQUIPMENT		464,771.22		-130136.22		334,635.00
	360000066970		5		6/1/2002		IMPRESS LINE 1 CAPITAL EQUIPMENT		29,041.23		-8,131.23		20,910.00
	360000066970		6		6/1/2002		FULL CASE
      CONVEYOR ADDL CHARGES		807.04		-226.04		581
	360000066970		7		6/1/2002		CARTRIDGE SETUP DISCONNECT		6,145.01		-1721.01		4,424.00
	360000066970		8		6/1/2002		MCC MODEL 6S
      - Electrical Panel		3,025.00		-847		2,178.00
	360000066970		9		6/1/2002		MURAN ULTRA NMR ANALYZER		46,527.00		-13028		33,499.00
	360000066971		0		6/1/2002		IMPRESS LINE
      2 CAPITAL EQUIPMENT		4,901,013.68		-1,372,284.68		3,528,729.00
	360000066971		4		6/1/2002		IMPRESS LINE 2 SPARE EQUIPMENT		464,771.22		-130,136.22		334,635.00
	360000066971		5		6/1/2002		IMPRESS LINE
      2 CAPITAL EQUIPMENT		29,041.24		-8131.24		20,910.00
	360000066972		0		6/1/2002		IMPRESS LINE 3 CAPITAL EQUIPMENT		4,893,374.70		-1,370,144.70		3,523,230.00
	360000066972		4		6/1/2002		IMPRESS LINE
      3 SPARE EQUIPMENT		464,771.22		-130,136.22		334,635.00
	360000066973		0		6/1/2002		IMPRESS LINE 4 CAPITAL EQUIPMENT		4,907,699.25		-1,374,156.25		3,533,543.00
	360000066973		4		6/1/2002		IMPRESS LINE
      4 SPARE EQUIPMENT		464,771.15		-130,136.15		334,635.00
	360000037830		0		7/28/1997		GE MCC SECTION -ET2		15,028.00		-14,595.00		433
	370000103390		0		2/15/2001		TWING
      ALBERT TENSILE TESTER WITH MAP		24,192.18		-13,741.18		10,451.00
	370000103397		0		2/16/2001		MIRACLE HATR FOR
      NICOLET 510- REFLECTING PLATE		2,527.17		-1,435.17		1,092.00
					Total Assets				21,627,845.76		-6,073,880.76		15,553,965.00









	Family
      Care												RJA
	Global Finance												11/12/02
	Impress and ForceFlex Book
      Value at 9/30/02
	Main
      number	     	N	     	Cap.
      date	     	Name	     	Acq.
      value	     	Accum.
      dep.	     	Book
      Val
	370000056443		0		9/28/1997		DIGITAL CA1000 ADHESION TESTER		4,015.00		-2,007.00		2,008.00
	370000058336		0		7/28/1998		EG-225 ONO
      SOKKI CALIPER TESTER		1,602.00		-1,113.00		489
	370000070886		0		5/3/2001		COLD JET COMPRESSOR UNIT FOR ROLL
      CLEANING		41,402.00		-3,680.00		37,722.00
	370000060599		0		10/28/1998		HAMMER
      PROTOTYPE LINE (M3.1)		340,000.00		-88,778.00		251,222.00
	370000059561		0		3/28/1998		GUARDS/PLATFORM FOR LINE (M3.1)		5,760.00		-5,760.00		0
	370000059561		1		5/10/2001		GUARDS/PLATFORM FOR LINE UPGRADE (M3.1)		1,959.00		-220		1,739.00
	200000017515		0		3/19/2001		BRIDGE CRANE for K2WD		34,428.00		-34,428.00		0
	370000070321		0		12/13/2000		RELEASE COATING HIGH SPEED COATING TEST STAND		380,055.00		-44,339.00		335,716.00
	370000070383		0		1/5/2001		HAMMER PACKAGING CARTONING SYSTEM		349,859.00		-38,873.00		310,986.00
	370000070384		0		1/5/2001		LANTEK
      STRETCH WRAPPER FOR HAMMER		20,754.00		-2,306.00		18,448.00
	370000070385		0		1/5/2001		QUADREL CASE SEALER FOR HAMMER		14,550.00		-1,616.00		12,934.00
	370000070956		0		5/10/2001		M3.2 HAMMER
      LINE		889,520.00		-79,068.00		810,452.00
	370000070957		0		5/10/2001		M3.3. HAMMER LINE		886,435.00		-78,794.00		807,641.00
	370000071020		0		5/23/2001		K2 COATER
      FORMER		2,799,354.00		-248,832.00		2,550,522.00
	370000071020		1		5/24/2001		K2 FORMER MODIFICATIONS		496,812.00		-44,161.00		452,651.00
	370000071021		0		5/23/2001		K2
      WINDER		688,863.00		-61,232.00		627,631.00
	370000071021		1		5/24/2001		K2 WINDER MODIFICATIONS		112,772.00		-10,025.00		102,747.00
	370000138355		0		8/22/2001		FILM
      BLOCKING FIXTURE FOR IMPRESS		10,495.84		-757.84		9,738.00
	370000149686		0		5/22/2002		IMPRESS LEAD LINE (K2WD)		6,574,437.00		-146,099.00		6,428,338.00
	370000149686		2		8/22/2002		IMPRESS LEAD LINE RENEWABLE
      RELEASE		484,712.83		-2,737.83		481,975.00
					Total Impress Equipment		14,137,785.67		-894,826.67		13,242,959.00
	  
	370000138282		0		11/21/2001		ARBOR THREE
      ROLL SELFING UNIT OP		320,413.52		-17,801.52		302,612.00
	370000142974		0		1/2/2002		VERTROD 60
      PWS-SP IMPULSE SEALER, MODEL 36S CUST		9,995.00		-445		9,550.00
					Total ForceFlex Equipment  		330,408.52		-18,246.52		312,162.00










	Family
      Care												RJA
	Global Finance												11/12/02
	Impress and ForceFlex Assets Tax Value at
    9/30/02
	Main
      number	     	N	     	Cap.
      date	     	Name	     	Acq.
      value	     	Accum.
      dep.	     	Tax
      Value
	370000056443		0		9/28/1997		DIGITAL
      CA1000 ADHESION TESTER		4,015.00		-3,899.00		116
	370000058336		0		7/28/1998		EG-225 ONO
      SOKKI CALIPER TESTER		1,602.00		-1,371.00		231
	370000070886		0		5/3/2001		COLD JET COMPRESSOR UNIT FOR ROLL CLEANING		41,402.00		-23,516.00		17,886.00
	370000060599		0		10/28/1998		HAMMER
      PROTOTYPE LINE (M3.1)		340,000.00		-291,040.00		48,960.00
	370000059561		0		3/28/1998		GUARDS/PLATFORM FOR LINE (M3.1)		5,760.00		-5,594.00		166
	370000059561		1		5/10/2001		GUARDS/PLATFORM FOR LINE UPGRADE (M3.1)		1,959.00		-1,113.00		846
	200000017515		0		3/19/2001		BRIDGE CRANE
      for K2WD		34,428.00		-1,361.00		33,067.00
	370000070321		0		12/13/2000		RELEASE
      COATING HIGH SPEED COATING TEST STAND		380,055.00		-215,872.00		164,183.00
	370000070383		0		1/5/2001		HAMMER PACKAGING CARTONING SYSTEM		349,859.00		-198,720.00		151,139.00
	370000070384		0		1/5/2001		LANTEK
      STRETCH WRAPPER FOR HAMMER		20,754.00		-11,788.00		8,966.00
	370000070385		0		1/5/2001		QUADREL CASE
      SEALER FOR HAMMER		14,550.00		-8,264.00		6,286.00
	370000070956		0		5/10/2001		M3.2 HAMMER
      LINE		889,520.00		-505,247.00		384,273.00
	370000070957		0		5/10/2001		M3.3. HAMMER
      LINE		886,435.00		-503,495.00		382,940.00
	370000071020		0		5/23/2001		K2 COATER
      FORMER		2,799,354.00		-1,590,033.00		1,209,321.00
	370000071020		1		5/24/2001		K2 FORMER
      MODIFICATIONS		496,812.00		-282,189.00		214,623.00
	370000071021		0		5/23/2001		K2
      WINDER		688,863.00		-391,274.00		297,589.00
	370000071021		1		5/24/2001		K2 WINDER
      MODIFICATIONS		112,772.00		-64,054.00		48,718.00
	370000138355		0		8/22/2001		FILM
      BLOCKING FIXTURE FOR IMPRESS		10,495.84		-2,142.84		8,353.00
	370000149686		0		5/22/2002		IMPRESS LEAD
      LINE (K2WD)		6,574,437.00		-1,840,845.00		4,733,592.00
	370000149686		2		8/22/2002		IMPRESS LEAD LINE RENEWABLE
RELEASE		484,712.83		-36,353.83		448,359.00
					Total Impress
      Equipment		14,137,785.67		-5,978,171.67		8,159,614.00
	   
	370000138282		0		11/21/2001		ARBOR THREE
      ROLL SELFING UNIT OP		320,413.52		-89,715.52		230,698.00
	3.7E+11		0		1/2/2002		VERTROD 60 PWS-SP IMPULSE
      SEALER, MODEL 36S CUST		9,995.00		-2,799.00		7,196.00
		 	 		Total
      ForceFlex Equipment    		330,408.52		-92,514.52		237,894.00











	ANALYTICAL LAB
      EQUIPMENT
	Count	Equipment	Model	Location	Approximate
Cost
      Each
	2	Thwing-Albert Tensile Tester w/accessories	EJA	lab	$35,000
	2	50g Type303
      S.S. ClassF Hook Weights (NIST Certified)	1914T36	lab	$29
	6	500g Type303
      S.S. ClassF Hook Weights (NIST Certified)	1914T37	lab	$60
	3	TA Upper
      Clamp Assembly	#00776-3000	lab	$5,000
	2	TA Lower
      Clamp Assembly	#300776-3001	lab	$3,500
	1	Maran23
      Ultra NMR w/accessories	Maran23	lab	$50,000
	2cs	Disposable
      Culture Tubes	60825-709	lab	$95.23/case
	1	Type 303
      S.S. Calibration Weight Set (NIST Certified)	9049T11	lab	$355
	1	Ono Sokki
      Caliper Model EG 225	EG-225	lab	$600
	1	.4" Gauge
      Block	611194-231	lab	$25
	1	.1" Gauge
      Block	611191-231	lab	$25
	1	.01" Gauge
      Block	611310-231	lab	$25
	2	.020" Gauge
      Block	611320-241	lab	$25
	2	.5" Gauge
      Block	611195-23	lab	$25
	1	1.0" Gauge
      Block	611201-231	lab	$25
	2	Starrett
      Dig. Caliper w/cert. of calibration	23175A42	lab	$199
	1	Roll
      Diameter Stands	na	lab	$225
	7	Roll
      Diameter Tape	ROL
      0134-A	lab	$45
	1	105g weight
      w/Hook	5A-pp-109	lab	$73
	1	Tail Weight
      Stand	na	lab	$225
	1	200g Type303
      S.S. ClassF Hook Weights (NIST Certified)	1914T34	lab	$32
	1	KY01 Tack
      System w/Peak Holder	KY-01	lab	$25,000
	450	Tack Probes
      (Titanium)	na	lab	$30
	16	Tack Probe
      Stands (Dirty/Clean)	na	lab	$50
	1	IR
      w/Pike	KH2400	lab	$2,550
	1	Clicker
      Press	Atom
      SE-25	lab	$6,500
	10	Clicker Dies
      by Sample Size (Tack - Add-on - Peels)	na	lab	$200









Exhibit D 

Preliminary Business Plan








Impress Marketing Plan 

October 28, 2002 

1 







Project
Objectives 

	●	
      Establish GLAD as the outright market leader in the Wraps category.
 

	●	
      Drive GLAD's Brand equity with consumers and its
      position as innovation leader in
      Food Storage with trade customers.
 

	●	
      Achieve valuation forecast by building upon P&G's proven Grand Junction plan. Detailed plan agreed by
      Dec. '02.



2 







Key
Strategies 

	●	
      Optimal mix of i) proven test market plan
      elements, ii) post test market plan optimization and iii) upsides offered by GLAD franchise.
 

	●	
      Blend discontinuity of initiative with Brand
      strengths in order to maximize initiative volume and positive impact on overall GLAD Brand.



3 







Tentative Impress Launch
Plan Summary 

Launch as major Food Storage flanker, target Aug. '03

	–	
      Leverage strong P&G concept, packaging and advertising copy,
      merged with GLAD equity strengths. Current base plan:
      




	●	
      Launch under "Glad
      Impress" or "Glad [Descriptor]" name
 

	●	
      Packaging: Maintain Glad yellow,
      Impress Griptex and usage icons
 

	●	
      Advertising: Optimized "Revolution" copy 




	–	
      Average retail price @ $3.19(Food)/ $2.99(Mass EDLP) for base
      SKU (75 ft)
 

	–	
      Launch with line-up of 2 core Grocery/Mass SKUs (75 ft, 140ft) and 1 Club SKU (2x
      140ft). 




	●	
      Add Narrow/Extra Wide in Month 7.
 

	●	
      Core performance upgrade in Month 13.
      




	–	
      Placement in Bags and Wraps aisle
 

	–	
      Invest heavily in
      awareness, trial and habit creation in Yr I and II. Prelim. spending:
  




	●	
      $53MM Yr I ($22MM advertising;
      $9MM demos/PR), $38MM Yr II
 

	●	
      $15MM Year I-III
      competitive reserve (not included above) 



4 







Volume/Share Forecast Scenarios 

		Trial Rate	Repeat	Resulting Volume	Resulting Wrap $
			Rate	Forecast (Yr 1/Yr 2)	Share (Yr 1/Yr 2)
	P&G Post-GJ	21%	26%	4,400 Msc; 3,600 Msc	39%/41%
	Optimization			(P&G estimates)	(86% increm to
					category)
	P&G Grand	22%	16%	3,060 Msc; 2,080 Msc	38%/29%
	Junction (GJ)B-	(27%)	(24%)	(Clorox ran BASES	(50% increm to
	scan
      Test Market			forcing GJ trial and	category)
	(P&G			repeat estimates)	
	interpretation)				
	BASES estimate	16%	19%	2,260 Msc; 1,680 Msc	30%/24%
	of
      GJ plan			(Clorox re-ran Elmer	(50% increm to
				BASES simulation-using	category)
				Impress concept/	
				2-wk product scores + GJ	
				marketing plan inputs)	



Note: All scenarios include the same pricing, Yr 1 marketing plans, and
distribution assumptions.

5 







Impress Naming

General Naming Principles

	●	
      Fits with Category/Product 




	–	
      Ideally helps
      describe product benefit/differentiating feature
 

	–	
      Appropriately links or
      delinks from mother brand-key factors include degree of benefit
      differentiation and extendability
    




	●	
      Simple/"Catch-y"




	–	
      Memorable
 

	–	
      Easy to say
 

	–	
      More Engaging communications (pkg,
      in-store) 




	●	
      Ownable/Differentiated
      




	–	
      TM-able
 

	–	
      Not resemblant of competitive names
      



6 










	BRAND + DESCRIPTOR	     	MOTHER + SUBBRAND	     	PRIMARY + MOTHERBRAND
	 				
	Examples:		Examples:		Examples:
	       Cascade
      Complete	 	Tide
    Kick		       Venus by
      Gillette
	       Crest
      Whitestrips		Toyota
      Matrix		       Propel by
      Gatorade
	       Clorox Ready
      Mop	 	Swiffer
      Wetjet	 	       Mlife by
      AT&T
			Clorox
      FreshCare		       Ohm by
    Olay
	Impress Options:				
	Glad	Press’n Seal		Impress
      Options:		Impress
      Options:
		Pull ‘n Press		Glad
      Impress		       Impress from/by
      Glad
		QuickSeal		Glad
    Xpress		
		SnugSeal		Glad
    Presto		
		All
    Purpose		Glad
      Griptex		





7 







Impress Naming

	OPTION	PROS	CONS	ASSESSMENT
	 			
	Glad
      + Descriptor	Descriptive	Lack of discontinuity	Viable, but would
	(e.g. Press'n Seal)	Strong GLAD link	Less ownable	need better descriptor
		Builds GLAD equity		(ie
      ReadyMop)
	Glad
      + Subbrand	Good GLAD link	Requires hierarchy	Viable, but need to
	(e.g. Glad IMPRESS)	Premium impression	(design,	review packaging
		Impress well tested	communication)	hierarchy to confirm
			Less
      descriptive	strong Glad link
	Primary + Glad	Discontinuous	Complex	Not recommended
	(e.g. IMPRESS by	Premium impression	Weaker GLAD link	
	Glad)	Impress well tested	Requires stronger	
			motherbrand	



Next Steps:

	●	
      Develop package design brief and
      get internal packaging group started
      on merging Glad and Impress icons/elements
      (Now)
 

	●	
      Develop more descriptive naming options and perform consumer research with rough prototypes (by 12/1) 



8 







Impress Packaging 

	●	
      Objective:
      Develop a disruptive, premium package that blends key Glad equity elements and proven
      Impress packaging elements
 

	●	
      Packaging Communication
      Priorities:




	–	
      Brand: Glad TBD brand
      name
 

	–	
      What it is: "The
      Ultimate Sealing Wrap"
 

	–	
      How it Works: "The More
      you Press, the More it Seals!"/Griptex
      technology
 

	–	
      How to Use it: Usage
      instructions/occasions
      




	GLAD
      elements	IMPRESS elements
	●     Red banner (same
      placement)	●     Carton design
      (end stops, octagonal?)
	●     Yellow box (w/
      potential gradation to green)	●     "Impress" logo
      treatment (swoosh w/ finger)
	●     Footage icon as
      anchor	●     "Sealable plastic
      wrap" and "The More You Press, the More It Seals!"
descriptors
		●     "Griptex"
      icon
		●     Clear usage
      instructions/suggested usage occasions



Open Issues: 

	●	
      Can color gradation of yellow-to – green stand out on shelf AND link back to
      Glad?
 

	●	
      Should we consider bringing back octagonal carton shape
      and metal cutter bar, and if so, how will we offset increased cost? 



9 







Impress Positioning


	●	Overall: A Food Storage revolution!
 
	●	Copy Strategy:

 
		–	Competitive
      Set:    	Wraps, Foils (and Bags)

 
	–	Benefit:	Superior food storage
  solution
 
	–	RTB:	Unique Griptex seals better than
      Wraps/Foils to seal in freshness. Economical and versatile to use.

 
	–	Character:	(Glad) Happy, Trusted,
      Approachable
 
	●	Key: Usage education 
 
	●	Base route: Impress "Revolution"

 
		–	90% Top 2 Box Purchase
      Intent* 

 
	–	49% TPM (post vs.
      pre-exposure)* 

 
	–	+40% TPM proven
      testmarket copy (27% trial Yr I, Top 20 ARS TPM) 



*ASI NextIdea
    
 
	●	Excellent internals on recall, engagingness,
      differentiation/relevance and product attribute ratings
  


10







Impress
Advertising

	●	Replicate "Revolution" copy key takeaways with
      Glad advertising equities
		 
	●	Develop 2 approaches to test with consumers w/
      varying degrees of integration into Mad Character campaign 
		 



	Campaign Elements	Low	High
	Melanie as Presenter	X	X
	Problem-Solution Format (competitive product fails, Glad is solution	X	X
	Don't Get Mad, Get Glad tagline	X	X
	Famous/Stereotypical Mad Character		X
	Humorous Tone		X




Open Issues 

	●	Should we include more direct references to superiority
      vs aluminum foil?
		 
	●	Can we stay true to Glad's current brand character and
      still impart informational, revolutionary tone? 


11 







Target Group

	●	Media target: W25-54 with HHI $50M+
 
	●	Top prospects (15% of HHs): 

 
		–	W25-39, HHI $50M+,
      children (TV underperformance -> secondary targeted print) 

 
	–	W55+, HHI $50M+, no
      children in HH (heavy TV users) 

 
	–	Extensive habit and
      psychographic data available as basis for targeting
  work 
 
	●	Source of Volume: competitive premium wraps, foil and food bag
      segments 


12 







Impress Pricing

	●	Suggested base retail prices/% of volume:
  




	75 ft: $3.29
      (57%)	36 ft (Narrow):
      $2.79 (10%)
	140 ft: $5.74 (9%)	65 ft (Xtra Wide): $3.83 (10%)
	2 x 140 ft: $8.99
      (14%)	




	●	Impress 75 ft core SKU has +19% premium vs
      Reynolds and +250% premium vs Glad (Food price/ft) (proven in GJ test
      market) 

 
	●	Impress 140 ft SKU has +95% premium vs Reynolds
      and +315% premium vs Glad (Food price/ft) 




	Impress Pricing
      vs Wrap Competition (4 wk end 8/11/02)
		Weighted Avg Base
      Price
		Food	Price/Ft	KM/Target	Price/Ft
	Impress
    75	$3.29	$0.044	$2.99	$0.040
	Reynolds
    75	$2.74	$0.037	-	-
	Reynolds
      100	$3.03	$0.030	$2.61	$0.026
	Saran
    100	$3.15	$0.032	$2.74	$0.027
	Glad
100	$1.66	$0.017	-	-
	PL 100	$1.31	$0.013	$1.25	$0.013
	 				
	Impress
    140	$5.74	$0.041	$5.38	$0.038
	Reynolds
      200	$4.16	$0.021	-	
	Saran
    200	$3.10	$0.016	$3.11	$0.016
	Glad
200	$2.69	$0.013	$2.16	$0.011
	PL 200	$2.14	$0.011	$1.68	$0.008




	●	Impress average cost per use is $0.043 vs Wrap
      avg of $0.011-0.037, Food bag avg of $0.03-0.12 and DPC avg of $0.10-0.50 


13 








Impress Pricing 

	●	$3.19 average retail price is proven test market pricing strategy
      
		–	Enables 70% of Yr I
      volume sold at key $2.99 price point 
	–	Trial projection
      increased from 20 to 32% at $2.99 vs. $3.49 (P&G Sensitivity Study)
  
	–	Value for money #1
      unmet category need (P&G study)
  
	●	Open Issues: 
		–	Have we fully optimized
      non-core SKUs? Especially 140ft (discount/ft vs low count seems low for
      category). 
	–	Can we cut TPR spending
      and plow back to everyday price or demand building spend?



14 







Impress Distribution
Expectations 


	●	Impress will achieve
      very strong customer support based on disruptive technology, consumer
      excitement generated in P&G test market, and heavy Clorox investment
      in growing the Food Storage category 

 
	●	Impress Year 1
      Distribution Objectives 



		75
    ft	140
    ft	2x140
      ft	Narrow	Wide
	Grocery	90%	50%	0%	60%	40%
	Mass	100%	100%	0%	60%	60%
	Club	0%	0%	60%	0%	0%



	Assumptions: 

 
		–	Build to objectives by week 10 on 75, 140, 2x140ft;
      launch narrow and xtra wide in Month 7 

 
	–	Grocery: 8/03 SOS includes 75ft and 140ft; Month 7 launch
      includes Narrow and Xtra Wide 

 
	–	Mass: all retailers carry 75ft and 140ft; WM or KT carry
      narrow and wide 

Club: BJ carries permanently; Sam's or Costco takes
      Impress permanently or both carry it in-and-out for 6 months equiv
    
 
	●	Issue: Launch
      Narrow/Extra Wide Day 1 or Month 7? 

 
		–	Day 1 Pros: Shelf impact, marketing efficiency 

 
	–	Month 7 Pros: Early product news, achieving distribution
      with 4 core SKUs at launch difficult, need to focus on Holiday '03 launch
      as priority 

 
		–	Recommended option: Launch in Month 7





15 







Impress Merchandising
Assumptions

	●	Utilize displays as
      primary merchandising vehicle, focusing on key consumption periods and
      sequenced to purchase cycle (every 78 days) 

 
		–	5 food events @ $2.99 (2 Display only; 2 Feature only; 1
      F&D) 

 
	–	3 Mass events @ $2.50 (1 Display only; 1 Feature only; 1
      F&D) 

 
	Leverage: 

 
	–	In-store demos (2 national events in Yr 1; 1 event
      ongoing) 

 
		–	$22MM national advertising 

 
	–	Holistic Holiday Prints promotion (in-and-out) 

 
	–	In-store "theater" 

 
		–	5 FSIs in Yr 1; 3 FSIs ongoing ($1 off introductory;
      $0.50 sustaining) 
 
	●	Issues: Can we meet
      8/03 SOS and Holiday SOS (Oct)? 


16 







Marketing Plan Basis


	●	Key trial and repeat drivers: 

 
		–	Media at proven
      heavy-up/sustaining GRP levels and continuity 

 
	–	Product superiority
      demonstrations (in-store, PR) 

 
		–	Habit formation tactics (usage
      education) 

 
	–	Couponing 

 
		–	PR/Word-of-Mouth campaign
      
  
	●	Proposed preliminary spending levels BASES-modeled
    and in line        with proven testmarket levels 
 
	●	$15MM Yr. I-III MSA reserve to counter upside competitive activity
      


17 







Marketing Plan Spending - 2
Scenarios 

Holistic marketing plan focused on:

	●	Ensuring "quality
      first use" through demos: 

 
		–	Anchor display merchandising with compelling and fun
      in-store demos and in-store theater 

 
	–	Demo-heavy advertising and packaging 

 
		–	Heavy PR to create qaulity awareness and WOM
  
 
	●	Pricing competitively
      during launch period to ensure strong trial




		P&G	Optimized	Case	Lower
      Yr	2/Ongoing
	Spending
      ($M)	Yr
    1	Yr
    2	Ongoing	Yr
    2	Ongoing
	Media	21,700
(3400 GRPs)	21,700
(3400 GRPs)	17,000
(2660 GRPs)	18,000
(2820 GRPs)	8,000
(1250 GRPs)
	Promotion (Demos, PR, Other)	9,000
(4
      demos)	9,000
(4
      demos)	4,800
(2
      demos)	6,900
(3
      demos)	2,800
(1+
      demo)
	FSIs ($1
      off)	8,300
    (4+)	5,800 (3)	4,500 (3)	4,900 (2+)	2,500 (1+)
	Non-Working/Misc	3,600	1,600	1,100	1,600	1,100
	Total Marketing Spend	42,600	38,100	27,400	31,400	14,400
	+Competitive
      Reserve	5,000	5,000	-	5,000	-
	+CPF/IMF	10,700	10,000	10,300	5,400	5,700
	Total Spend	58,300	53,100	37,700	41,800	20,100



18 







Marketing Plan
Calendar

	●	Phase 1: Pre-Launch
      (Months – 2-0): Create awareness/buzz among media, key influencers,
      innovators/early adopters 

 
		–	PR/WOM outreach 
 
	●	Phase 2: Launch
      (Months 1-6): Boost awareness and trial + create high-consumption
      habit 

 
		–	Advertising at heavy-up levels 

 
	–	Usage education/in-store demos and
      merchandising/PR program

 
	–	Seasonal prints (tbd) 
 
	●	Phase 3 (Months
      7-12): Further build awareness, trial and usage frequency. 

 
  
		–	Advertising at sustaining levels 

 
	–	Continued strong merchandising program 

 

	–	Launch of value-added SKUs



19 
















Marketing Plan Risks 

	Risk	Action Plan
	
      1. Competitive Pre-emption 
	
      ●  Accelerated launch (Aug or
      sooner)

      ●  Robust, front-loaded marketing
      plan

	
      2. Competitive Adhesive Attack
      
	
      ●  Innoculatory language on-pack and
      in-store

      ●  PR Defensive plan

      ●  $15MM competitive reserve

	
      3. Not able to
      replicate GJ 
	
	
      Buying Efficiencies
	
      ●  Cost out P&G media plan at OMD (Dec)
      

      ●  Consider sharing media buying
      services

	
      In-store demo
      capability/ co-marketing 
	
      ●  Work with same demo agency used by P&G
      in GJ (Jan)

	
      4. Year 2/ongoing volume cannot support P&G recommended spend
      
	
      ●  Look for marketing efficiencies (TPR, other
      Glad synergies) (pre-launch) 

      ●  Default to lower spend scenario
    




21







Next Steps 

	●	Begin key critical path
      "bottlenecks"

 	     	Now
		–	Manufacturing Sourcing/Training

 
		–	Naming/Packaging Development

 
		–	Organizational Planning (PSO, R&D, CID,
  Brand)
	 		  
	●	  Kick off project launch
    team		Mid-November



22 







App I: Summary of Draft CPS 

	Activity	Start	Finish
	Mfg Siting
      Study	10/14/02	12/1/02
	Procure Invention
      Equipment	11/18/02	4/21/03
	Operator
      TT&T	2/19/03	4/21/03
	Pipeline Build
      (starting w/ KIC)	3/10/03	8/22/03
	Invention
      Installation	4/21/03	5/19/03
	PSI/ Line
      Qualification	5/19/03	8/5/03
	SOP (ex.
      KIC)	8/5/03	-
	SOS	8/22/03	-
	Packaging
      Artwork	11/18/02	3/10/03
	Procure
      Cartons/Cases	2/10/03	3/10/03
	Sales Sample
      Production (KIC)	3/10/03	3/17/03
	Sales
      Meeting	4/1/03	-



23 








ForceFlex Marketing
Plans

 

 

October 28, 2002 

24 







	AGENDA
 



	●	Objectives
      
 
	●	Key
      Strategies
 
	●	Positioning
      
 
	●	Demand
      Building Strategy
 
	●	Trade
      Strategies and Tactics 
 
	●	Launch Plan
      Summary
 
	●	Marketing
      Plan Risks 
 
	●	Next
      Steps



      25 







	OBJECTIVES
 



	●	Establish
      Glad as the clear market leader in the Trash category by launching a
      premium product that will allow us to own the core category core benefit
      of strength 
 
	●	Create a
      superior value proposition for the consumer vs. Hefty and Private
      Label 
 
	●	Gain
      incremental growth in retail and volume sales in
    FDM 
 
	●	Improve our
      margins through premium pricing and bag dimension reductions( -5% PY1-4,
      -11% ongoing) 
 
	●	Launch in
      February FY'04


26 







	KEY
  STRATEGIES
 



	●	Source volume from existing Glad and
      Hefty users:

 
		–	Primary target:
      Switchers of Glad and Hefty premium trash bags 

 
		■	Specifically target Hefty
      drawstring switchers in PY1-PY2 

 
	■	Examine ability to source volume
      from Private Label consumers 

 
		–	Secondary target: Heavy
      purchasers of Glad premium trash bags 
 
	●	Launch a 15% premium line extension
      PY1-PY4
 
	●	Invest heavily in trial building 

 
  
		–	Use relatively
      traditional marketing tools, including television advertising and sampling 

 
    
	–	Largely source from
      base spending 
 
	●	Migrate to a product improvement on
      the rest of the line, beginning in PY5

 
		–	Rollback prices on the
      line extension portion (-7.5% to match base pricing)

 
	–	Reduce resin (-5%) to
      pay for price rollback 


27 







	POSITIONING

 



	●	Overall Positioning: The only trash bag that won't fail
      you
 
	●	Copy Strategy: 

 
		–	Competitive Set: Trash Bags 

 
	– 	Benefit: A bag that won't puncture or leak, even when
      filled with heavy or bulky trash 

 
	– 	RTB: The patented diamond texture allows the bag
      to stretch 25% more, stretching around objects instead of tearing 

 
    
	–
    	Character: Strong, trusted,
      approachable 
 
	●	Key: Build awareness and drive
  switching 
 
	●	BASES Concept Snapshot Results (tested under ForceFlex name): 

 
      
		–	53% Top 2 Box Purchase Intent (Top vs. BASES
      database)   

 
	–	428 Concept Potential Score (Top vs. BASES
      database)   

 
	–	73% Top 2 Box Post-Use P.I. (P&G
    STMs)   


28 







	POSITIONING
 



	●	Product
      concept tested under ForceFlex name: 


New Glad ForceFlex

Trash Bags 

Now stronger bags
that stretch instead of tear! 

Sometimes trash can poke
through my trash bag, making a mess all over my trash bin and floor. 

Introducing Glad ForceFlex
Trash Bags. Now there's a stronger bag that won't puncture or leak, even when
filled with heavy or bulky trash. 

That's because Glad ForceFlex
Trash Bags have a patented diamond texture that allows the bag to stretch 25%
more, stretching around objects instead of tearing. 

 



29 







	DEMAND BUILDING
      STRATEGY
 




	●	Incremental support dollars behind
      ForceFlex but total spending will be largely sourced from the base
      business 





		     	PY1	     	PY3	     	Ongoing
	Incr'l
      Advertising		$3MM		$0		$0
	Incr'l Sales
      Promotion		$5MM		$1MM		$0
	 
	 			 		 
	Total
      Adv+SP		$31MM		$24MM		$23MM




	●	Delivers 52 week continuity (TV and
      Print), 70% 2+ Reach, 200 GRPS when in (TV), high weights in news
      period
 
	●	Majority of advertising and sales
      promotion will be dedicated to building trial 

 
		–	Advertising will
      leverage "Mad Characters" campaign, select high profile celebrities to
      match benefit 

 
		■	Focus on Drawstring closure to
      target Hefty users 

 
	■	Mixture of TV and Print  

 
		–	Sales Promotion to
      include heavy sampling and in-store product demos to increase conversion
      and trade consumers up 
 
	●	Investigate high spend option in full
      BASES concept: 




	PY1	     	Low	     	High	     	Change
	Advertising		$22.8MM		$32.2MM		$9.4MM
	Retail Sales		$119.1MM	 	$136.9MM		$17.8MM
	Volume	 	6,200 Msc		7,100 Msc		900 Msc




30 







	TRADE STRATEGIES
      & TACTICS
 



Key Strategies: 

	●	
      Gain assortment advantage at key
      customers by demonstrating how
      ForceFlex will grow the Trash category
 

	●	
      Position Glad as innovation leader in the
      Trash category to customers
  



Key Tactics: 

	●	
      Spending incrementally with the
      Trade to drive distribution and gain
      merchandising: 





		     	PY1 & PY3	     	PY4 & PY5
	Incremental IMF		$4.2MM		$1.5MM




	●	
      At a minimum we would merchandise ForceFlex along with our base business
 

	●	
      Conduct long lead time discussions with key customers to get input on the launch plan
 

	●	
      Leverage in-store demos and existing merchandising
      programs
 

	●	
      Share of shelf
      impact: 





			Total Lost Net
	Food
      ACV Pts	     	540	       	187	       	353
	Mass
      ACV Pts		800		160		640




31 







	LAUNCH PLAN
      SUMMARY
 



Volume Forecast Methodology:

	●	
      Ran two Bases II models with our
      marketing inputs 




	–	
      Advertising, Promotion, Trade
      Spending, Distribution,
      SKUs
 

	–	
      +10% Price (reduced bag counts)
 

	–	
      P&G's concept (video) and our concept (Internet) 




	●	
      Both models showed similar results




	–	
      Includes typical year two fall-off in volume
      




	●	
      Adjusted BASES results to reflect changed conditions: 




	–	
      Reduced repeat to average BASES result for 1-way SELF (-10% volume
      ongoing)
 

	–	
      Reduced incrementality to
      reflect shelf losses 




	●	
      Allocated volume to match our launch schedule:




	–	
      Drawstring gets fair share of Glad growth (Years
      1-2)
 

	–	
      Matched available supply by
      year, maintained total incremental
      volume
 

	–	
      Quick Tie gets fair
      share of growth (Years 3-4), follows similar decay
      pattern
 

	–	
      Drawstring cannibalization
      allocated by fair share, Quick Tie cannibalizes Quick Tie





	●	
      Transitioned remaining skus to
      reflect a product improvement in Year 5,
      with no share increases (somewhat conservative)
    



32 







	LAUNCH PLAN
      SUMMARY
 



Volume and Share (FDM)

	●	
      ForceFlex delivers an incremental $48MM in retail sales and 2.5MMsc, making Glad the clear branded share leader 




	–	
      Dollar share
      increases +4.0 pts, enabling Glad to lead by 6.5 pts.
 

	–	
      Share increase does not include conversion of entire line to premium pricing 




	FDM (incl.
      Wal-Mart)	FY'01	FY'02	FY'04	FY'07	Ongoing	Change	%
	$ Sales — MM	Glad	335	335	358	383	383	48	14
		Hefty	338	338	323	306	306	-32	-9
		Glad
    Incr'l	—	—	23	25	—	—	—
	$ Share	Glad	27.5	27.5	29.4	31.5	31.5	+4.0	—
		Hefty	27.7	27.7	26.4	25.0	25.0	-2.7	—
	Volume, Msc	Glad	16,543	16,543	17,474	19,023	19,023	+2,480	15
		Hefty	18,324	18,324	17,703	16,670	16,670	-1,654	-9
		Glad
    Incr'l	—	—	931	1,549	—	—	—
	Volume Share	Glad	19.7	19.7	20.7	22.7	22.7	+2.9	—
		Hefty	21.9	21.9	21.2	19.9	19.9	-1.9	—



33 







	LAUNCH PLAN
      SUMMARY
 



Volume Forecast Scenarios (FDM)

	Measure
      (FDM)	P&G
      New	P&G
      New	June	BASES	BASES	October	Changes vs.
      June Reco
		Product	Product	Reco	STM	STM	Reco	
		(Base)	(20%		w/Clorox	w/P&G		
			Premium)		Data	Data		
	Spending
      $MM	$47.4	$47.4	$68.8	$68.8	$68.8	$69.8	
	       Advertising
      $MM	$25.8	$25.8	$22.8	$22.8	$22.8	$22.8	
	       Promotion
      $MM	$8.4	$8.4	$7.0	$7.0	$7.0	$7.0	
	       Trade
      $MM	$13.2	$13.2	$39.0	$39.0	$39.0	$40.0	Increased
      IMF from $3.2MM to $4.2MM
	Year 1
      Trial	12.4%	11.6%		12%	12.6%		
	Year 1
      Repeat	31%	31%		28%	32%		
	Year 1
      Results							
	       Retail
      $MM	$107.0	$102.0	$113.0	$119.1	$117.7	$119.1	Based on
      Clorox BASES STM results
	       Volume
      Msc			5,205	6,200	5,300	6,200	Based on
      Clorox BASES STM results
	Ongoing
      Results							
	       Retail
      $MM	$107.0	$102.0	$113.0	$107.2	$105.3	$95.3	
	       Volume
      Msc			5,205	5,580	4,700	4,960	Lower repeat
      than BASES due to 5% higher price premium and to reflect average after use
      scores from skinnier bag
	$
      Share	9.7%	9.3%	8.2%	8.9%	8.8%	7.9%
	%
      Incr’l	59%	59%	46.7%	59%	60%	50%	Lower incr’l
      % than BASES due to shelving losses
	Incr’l
      $MM			$57	$53.6	$63.1	$47.6	
	Incr’l
      Msc			2,433	3,292	2,820	2,480	
	Incr’l $
      Share	5.7%	5.5%	4.1%	5.3%	4.4%	4.0%	



	●	
      Reco assumes lower incremental % than BASES
      results due to shelving losses not
      included in BASES assumptions
 

	●	
      Clorox Incremental % Benchmarks:





	Product	Incremental
      %	Comments
	Odor
      Shield	59%	Scenario
      similar to ForceFlex
	Omega
      (Gripper)	55%	Scenario
      similar to ForceFlex




34 







	LAUNCH PLAN
      SUMMARY
 



Volume and Share (cont'd) 

Launch Schedule:

	●	
      Launch will be a
      staggered roll-out due to capacity constraints 




	–	
      DS line extension will launch in PY1
 

	–	
      PY1 and PY2 are
      affected by drawstring capacity constraints,
 

	–	
      QT line extension will launch in PY3
 

	–	
      For both DS and QT
      launches, FDM will roll out first followed by Club
 

	–	
      Full line roll-out will
      launch in PY5 




	●	
      DS incremental volume assumes some
      cannibalization from QT in PY1 and PY2
  




	FDM
      Staggered Launch	Msc	PY1	PY2	PY3	PY4	PY5
		DS Total Volume	2,329	1,863	1,863	1,863	1,863
	October Reco
      Volume – no	QT Total Volume	0	0	3,871	3,097	3,097
	capacity
      constraints	Total
      Volume	2,329	1,863	5,734	4,960	4,960
		DS Incr’l Volume	1,398	1,118	931	931	931
		QT Incr’l Volume	(234)	(187)	1,936	1,549	1,549
		Total Incr’l Volume	1,164	931	2,867	2,480	2,480
		DS Total
      Volume	1,955	1,938	1,863	1,863	1,863
	October Reco
      Volume – with	QT Total Volume	0	0	3,871	3,097	3,097
	capacity
      constraints	Total
      Volume	1,955	1,938	5,734	4,960	4,960
		DS Incr’l Volume	1,098	1,085	931	931	931
		QT Incr’l Volume	(285)	(284)	1,936	1,549	1,549
		Total Incr’l
      Volume	813	801	2,867	2,480	2,480



35 







	LAUNCH PLAN
      SUMMARY
 



Naming/Branding


General Principles:

	–	
      Simple and Memorable
 

	–	
      Consistent with consumer perception of trash bags and core category benefits
 

	–	
      Sufficiently differentiated from
      parent brand to drive trial and justify a premium price, but leverages the
      strength of the Glad equity and allows migration from base line over time
 

	–	
      Able to break through
      clutter in a low involvement category 



Options:

	–	
      We should investigate a range of naming options prior to launch,
      in conjunction with packaging constraints
 

	–	
      Likely scenario is to use a descriptor that signals
      superior strength and has high
      impact 




	Option	Pros	Cons	Comments
	Glad +
      Ingredient	-Strong Glad link	-Lowest differentiation	-Low likelihood of pursuing
	       -Glad with
      ForceFlex	-Simple	-Easily imitated	due to low differentiation
	       -Glad with Stress
      Flex			
	Glad +
      Descriptor	-Good Glad link	-More complicated	-Most likely option
	       -Glad Force Flex
      Trash Bags	-More ownable and	packaging	-Packaging challenges
	       -Glad Stress Flex
      Trash Bags	differentiated on shelf		-Needs a stronger
				descriptor
	Glad +
      Independent Sub Brand	- High differentiation	-Doesn't leverage Glad	-Unlikely, since we will
	       -Glad Heavyweights	- Communicate	well	migrate volume to Force
	       -Glad Superbags	premium	-Complicated	Flex over
      time.



36 







	LAUNCH PLAN
      SUMMARY
 



Pricing

	●	
      Launch of QT and DS
      lines with mid and high counts, line priced with current products and with 15% fewer bags 




	–	
      Other successful line extensions with similar
      P.I scores have been priced at a 10% premium.
 

	–	
      Premium is comparable to Odor
      Shield and Gripper premiums
  




			Base		ForceFlex with
      15% Premium
	SKU	Retail	Count	$/bag	Retail	Count	$/bag
	Drawstring						
	13 gal
    Mid	3.99	22	0.18	3.99	19	0.21
	13 gal
    High	5.99	55	0.11	5.99	48	0.13
	13 gal
      Wal-Mart	5.97	66	0.09	5.97	57	0.10
	13 gal
    Club	8.99	150	0.06	8.99	130	0.07
	30 gal
    Mid	3.99	15	0.27	3.99	13	0.31
	30 gal
    High	5.99	35	0.17	5.99	30	0.20
	30 gal
      Wal-Mart	5.97	42	0.14	5.97	37	0.16
	30 gal
    Club	8.99	90	0.10	8.99	78	0.12
	Quick-Tie	 					 
	13 gal
    Mid	3.99	35	0.11	3.99	30	0.13
	13 gal
    High	5.99	85	0.07	5.99	74	0.08
	13 gal
      Wal-Mart	5.97	102	0.06	5.97	89	0.07
	13 gal
    Club	8.99	180	0.05	8.99	157	0.06
	30 gal
    Mid	3.99	21	0.19	3.99	18	0.22
	30 gal
    High	5.99	45	0.13	5.99	39	0.15
	30 gal
      Wal-Mart	5.97	56	0.11	5.97	49	0.12
	30 gal
    Club	8.99	100	0.09	8.99	87	0.10



	●	
      Counts would
      increase to reflect 7.5% rollback in PY5 to encourage switching to premium line 



37 







	LAUNCH PLAN
      SUMMARY
 



Packaging

	●	
      PY1-Y2 – Minimal increase in carton size using bags on
      roll
 

	●	
      PY3-Ongoing – 13% increase in carton size
      




	–	
      +15% price premium keeps package expansion to +13% and allows us to maintain line pricing
      





	Price/Bag
      Premium	Carton
      Volume	Height/Depth
	10	+18%	+9%
	15	+13%	+6%
	20	+8%	+4%




	●	
      Maintain Glad yellow, potentially use gradation to
      provide differentiation
      




	●	
      Explore surface gloss and other low-cost
      techniques to increase premium perception




	●	
      Use "Magnified View" or
      cross section icon to communicate reason to
      believe
 

	●	
      Investigate making Force Flex the
      secondary priority in place of
      closure type. 



38 







	MARKETING PLAN
      RISKS
 



	Risk	Mitigation
	Hefty launches embossed bag within 6 months	-Long lead sell-in with key
      accounts
	 	-Accelerate launch
	Lower than expected trial and repeat	-Focus all spending to support
      launch
		-Only reduce resin 5% in
      PY1-4
		-Assume lower repeat than BASES models
	Lower incrementality	-Strong category management,
      target specific skus at shelf, launch Drawstring first.
	Can't justify price premium	-Only reduce resin 5% in
      PY1-4
		-Assume lower repeat than BASES
models



39 







	UPSIDES
 



	●	
      Increased distribution in
      Club/Homecenter channels
 

	●	
      Launch "Gripper" execution line extension
 

	●	
      Increased resin reduction on
      drawstring skus
 

	●	
      Lower packaging and logistics costs via
      improved bag compression
    



40 







	NEXT
      STEPS
 



	●	
      Form project team (GLT
      – 11/02)
 

	●	
      Design product
      optimization work (Dorsey –
      11/02)
 

	●	
      Begin naming/positioning work (Wolfe –
      11/02)
 

	●	
      Explore immediate-term
      applications for Force Flex (Wolfe/Dorsey 11/02) 



41 







Exhibit E 

Preliminary Budget








II - Income
Statements 

Bags and Wraps Combined Income Statements

Normalized Combined
Income Statements



	$ In Thousands	     	Firm
Forecast
FY03
	Net realization		$798,260
	Reduced revenue		92,312
	Net Customer Sales		705,948
	 	 	 
	Cost of Manufactured Goods		458,348
	Total Delivery		28,532
	Cost of Sales		486,880
	 	 	 
	Gross Profit		219,068
	Gross Profit %		31.0%
	 	 	 
	Direct R&D		7,499
	 	 	 
	Selling		24,313
	Administrative		5,667
	Selling and Administrative		34,225
	 	 	 
	Advertising		61,840
	Sales Promotion		8,720
	Total Advertising and Sales Promotions		71,248
	 	 	 
	Total Operating Expenses		112,972
	 	 	 
	Operating Profit		106,096
	Operating profit %		15%
	 	 	 
	Management Other Income/(Expense)	 	(18)
	Management Profit		106,078
	 	 	 
	Depreciation		32,080
	EBITDA		$138 158
	EBITDA %		19.6%
	 	 	 
	Source: Bags and Wraps 2000, 2001, 2002 and 2003 Combined
      Income Statements.		




PriceWaterhouseCoopers







EXHIBIT F 

CLOROX CORPORATE SERVICES


	1.	      	Clorox Services and
      Personnel. Clorox will
      provide to the Glad Global Business payroll, product supply, project
      management, human resource services, information systems services,
      facilities services, treasury, tax, financial system and accounting
      services, legal services and other corporate services currently provided
      by Clorox, which are referred to as “Clorox Services” for purposes of this Agreement. Clorox
      will provide or will cause to be provided to the Glad Global Business the
      Clorox Services at such levels as the Glad Global Business may require
      from time to time. The Board will review on an annual basis the costs and
      quality of the Clorox Services and determine whether it continues to be in
      the best interest of the Glad Global Business for Clorox to continue to
      provide all such services. The Glad Leadership Team will monitor the
      Clorox Services on an ongoing basis and will report to the Board on an
      annual basis as to the results of its review of the Clorox Services and
      will provide the Board with any recommendations for changes in the Clorox
      Services. The Board will promptly act on any such recommendation by the
      Glad Leadership Team.
	 
	2.		Fees for Clorox Services. The fees Clorox will allocate to the Glad
      Global Business for the Clorox Services (the “Service Fees”) shall be consistent with the JAI
      Accounting Principles and will include apportioned amounts for facilities
      leases and supplies, salaries, bonuses and benefits (including pension
      plan costs) of Clorox employees who perform the Clorox Services, operating
      supplies, utilities, telephone, computers and/or other expenses as
      appropriate. Clorox and the Glad Global Business will use commercially
      reasonable efforts to identify Clorox Services that can be assumed by the
      Glad Global Business and no longer provided by Clorox corporate
      (“Assumed
      Services”). In addition, if
      the Glad Global Business can obtain any Clorox Service from a third party
      at a lower cost than the allocated cost of Clorox providing such Clorox
      Service, it is contemplated that the Glad Global Business will outsource
      such service and it will no longer be provided by Clorox corporate
      (“Outsourced
      Services” and, together
      with the Assumed Services, the “Push Down Services”). To the extent a Clorox Service becomes a Push Down Service in
      any calendar year, the Service Fee for such year will be reduced by an
      amount (the “Push Down
      Credit”) equal to what the
      cost of providing such Clorox Service for that remainder of the calendar
      year (i.e. after the push down occurs) would have been based on the cost
      of providing such Clorox Service during the same period of the prior
      calendar year (determined in accordance with the JV Accounting
      Principles). To the extent that the Board of the Joint Venture unanimously
      determines to obtain any additional corporate services from Clorox
      (“Incremental Services”) in any calendar year, the Service Fee for such
      year will be increased by an amount (the “Supplemental Amount”) equal to the cost of providing such
      Incremental Services (which will thereafter be deemed Clorox Services) for
      the remainder of that calendar year.
	   
			(a)	      	The Base Service Fee allocated to the Glad
      Global Business for calendar year 2003 (the “2003 Base Service Fee”) will equal 4% of the aggregate net sales
      of the Glad Global Business for calendar year 2002, as adjusted for the
      change in the Consumer Price Index during
      calendar year 2002 (i.e. if net sales in 2002 were $700 million and the
      Consumer Price Index increased by 2%, the 2003 Base Service Fee would
      equal $28,560,000). The actual Service Fee payable for 2003 will equal the
      2003 Base Services Fee minus the Push Down Credit for 2003 plus the
      Supplemental Amount for 2003, if any.
				 		








	        	(b)	      	The base Service Fee
      (the “Base Service
      Fee”) allocated to the Glad
      Global Business for each calendar year (the “Relevant Year”) commencing in 2004 will equal the Service
      Fee actually paid in the immediately preceding calendar year minus the
      Push Down Adjustment for the immediate preceding calendar year plus the
      Incremental Services Adjustment for the immediately preceding calendar
      year, as adjusted for the change in the Consumer Price Index during the
      immediately preceding calendar year (i.e. if the 2003 Service Fee was $21
      million, the Push Down Adjustment for 2003 was $1 million, the Incremental
      Services Adjustment was zero and the Consumer Price Index increased by 2%
      the Base Service Fee would equal $20,400,000). The actual Service Fee
      payable for the Relevant Year will equal the Base Service Fee for the
      Relevant Year minus the Push Down Credit for the Relevant Year plus the
      Supplemental Amount for the Relevant Year, subject to the Cap and Floor
      described below.


The “Push Down Adjustment” for any calendar year will equal the sum of (x)
the amount that the Push Down Credit would have been in such year had all Clorox
Services that became Push Down Services in that calendar year become Push Down
Services on the first day of that calendar year minus (y) the actual Push Down Credit for that calendar year. The
“Incremental Services Adjustment” for
any calendar year will equal the sum of (A) the amount that the Supplemental
Amount would have been in such year had all services that became Incremental
Services in that calendar year become Incremental Services on the first day of
that calendar year minus (B) the actual
Supplemental Amount for that calendar year. 

	        	(c)	      	In each
      calendar year beginning in 2004, the Services Fee will not be less than
      the Floor Amount (as defined below) for that calendar year of the
      aggregate net sales of the Clorox Global Business the immediately
      preceding calendar year nor greater than the Cap Amount (as defined below)
      for that calendar year of the aggregate net sales of the Clorox Global
      Business the immediately preceding calendar year. The Floor Amount will
      initially equal 2.75 % and the Cap Amount will initially equal 4%.
      Beginning in 2004 the Floor Amount and the Cap Amount will be subject to
      adjustment annually as follows:
		 
				(i)	      	At such time as the
      sum of all Push Down Credits plus all Push Down
      Adjustments minus
      all Supplemental Amounts
      minus all Incremental Services Adjustments
      occurring in or prior to a specific calendar year (the “Base Year”) exceeds 1% of the aggregate net sales of
      the Glad Global Business in the Base Year (the percentage amount by which
      they exceed 1% is referred to as the “Initial Adjustment Amount”), the Floor Amount and the Cap Amount for
      the immediately succeeding calendar year will be reduced by the Initial
      Adjustment Amount. The Floor Amount and the Cap Amount will remain at such
      lower levels unless and until further adjusted pursuant to this paragraph
      (c).









					(ii)	      	To the
      extent that any additional Push Down Services are implemented after the
      Base Year (each year in which any such additional Push Down Service is
      implemented is referred to herein as an “Adjustment Year”), then the Floor Amount and the Cap Amount
      for the immediately succeeding year will be reduced by the percent of the
      aggregate net sales of the Glad Global Business in the Adjustment Year
      represented by the sum of the Push Down Credit for such Adjustment Year
      plus the Push Down Adjustment for such Adjustment Year, provided that the Floor Amount and the Cap Amount
      shall in no event be less than zero. The Floor Amount and the Cap Amount
      will remain at such lower levels unless and until further adjusted
      pursuant to this paragraph (c).
	 
					(iii)		To the
      extent that the Board of the Joint Venture unanimously determines to
      obtain any Incremental Services after the Base Year (each year in which
      any such additional Incremental Services are first obtained is referred to
      herein as a “Supplemental
      Adjustment Year”), then the
      Floor Amount and the Cap Amount for the immediately succeeding year will
      be increased by the percent of the aggregate net sales of the Glad Global
      Business in the Supplemental Adjustment Year represented by the sum of the
      Supplemental Amount for such Supplemental Adjustment Year plus the
      Incremental Services Adjustment for such Adjustment Year. The Floor Amount
      and the Cap Amount will remain at such increased levels unless and until
      further adjusted pursuant to this paragraph (c).
	 
			(d)	      	The aggregate Push Down Credits for 2003 and
      2004 plus the aggregate Push Down Adjustments for 2003 and 2004 will equal
      at least $7 million.
	 
			(e)		The “Consumer Price Index” means the
      Consumer Price Index of Urban Consumers, West Region All Items (base
      period 1982-1984400), as published by the Bureau of Labor Statistics of
      the United States Department of Labor or, if such index is no longer
      published or the method of computation thereof is substantially modified,
      an alternative index of similar weighting and geographic focus selected by
      the Board.
	 
	3.	      	Payments. All
      Service Fees allocated to the Joint Venture pursuant to this Exhibit F
      shall be settled quarterly in arrears by the appropriate accounting
      entries. All Service Fees allocated to the Joint Venture hereunder will be
      expenses attributable to the Joint Venture in accordance with the Joint
      Venture Accounting Principles.
	 
	4.		Outsourcing. Any of
      the Clorox Services may be terminated by the Board at any time during the
      Term of the Joint Venture and thereby become Outsourced Services, upon 180
      days prior written notice to Clorox specifying the Clorox Services to be
      terminated and the date of such termination, in the event the Board
      determines (i) that the Glad Global Business can obtain such services from
      a third party at a lower cost to the Glad Global Business or (ii) that it
      is otherwise in the best interest of the Glad Business to discontinue such
      Clorox Services. Clorox’s actual direct costs incurred in connection with
      the termination of any Clorox Services that become Outsourced Services
      will be attributed to the Glad Global Business.
			 
	5.		Relationship of the Parties.
      All persons employed by Clorox or its affiliates in the performance of the
      Clorox Services shall be the sole responsibility of Clorox and its
      affiliates and P&G shall have no obligation or responsibility with
      respect thereto except as expressly provided herein. The persons assigned
      by Clorox to provide the Clorox Services shall at all times remain
      employees of Clorox or its Affiliates, as applicable, and shall not, for
      any purposes, be or be deemed to be employees of any of P&G and
      P&G shall have no obligation or responsibility with respect thereto,
      including responsibility for payment of compensation, benefits, insurance
      and taxes related to such persons except as expressly provided
      herein.









EXHIBIT G 

TERMS OF INTERNATIONAL
RELATIONSHIPS 

	Structure	                    	
          New Entity Through US Joint Venture. In those
      countries in which the Glad business
      does not currently operate, the Clorox Parties will form an entity in the
      local country, which may be either a corporation or pass-through entity
      for United States tax purposes. The newly formed entity will be an asset
      deemed attributed to the United States Joint Venture. If the local entity
      is treated as a corporation for United States tax purposes, P&G will
      be directly issued one share of special voting stock equal to 10% of the
      vote in such entity, provided that such share shall not carry any
      dissenter’s appraisal or similar rights, and that with respect to any
      matter that requires a vote or consent of the shareholders of such
      corporation, P&G shall agree to vote such shares in the same manner
      that Clorox votes with respect to all matters other than those matters
      with respect to which P&G has a veto right as described below under
      “Governance - P&G
      Veto”. 

      Contribution.
      The Clorox Parties, on behalf of the joint venture, will contribute or
      license Intellectual Property rights associated with the Glad business to
      the newly formed entity and will contribute cash attributable to the joint
      venture to fund start-up costs. Cash distributions from the foreign entity
      to the Clorox Parties and proceeds from the sale of an interest in such
      entity received by the Clorox Parties will be distributed to the parties
      under the terms of the JV Agreement. 

      Distributions.
      The foreign entity will distribute or pay Distributable Cash Flow (either
      by distributions or royalty payments) of such entity to the Clorox Parties
      on an annual basis or, in the event the net profits of the business in the
      applicable jurisdiction exceed $5 million per annum, on a quarterly basis.
      For the avoidance of doubt, Distributable Cash Flow will be reduced by
      applicable foreign income and other taxes. Also, for the avoidance of
      doubt, P&G will be entitled to its share of Section 902 (income)
      and/or Section 901 (withholding) tax credits with respect to such
      Distributable Cash Flow. 

	                		
	Governance 	                    	
      International
      Board. The
      international operations of the joint venture will be governed by a board
      of managers (the “International Board”) that will have authority to make decisions with respect to the
      operations in all countries othei than the United States in the same
      manner as the Board with respect to the United States operations.
      

      ●Composition. The
      International Board will consist of the same members as the Board for the
      United States business, with the same board observers being appointed by
      P&G. 


      











	 	                    	
	      ●Meeting and Procedures. Regular meetings of the International
      Board will be scheduled to occur immediately before or after the United
      States Board meetings. The terms with respect to the governance of the
      international operation will be substantially identical to the Joint
      Venture agreement for the United States, including with respect to meeting
      notice, voting, quorum, proxies and other similar procedural requirements,
      disclosure of information, expense reimbursement and other matters
      addressed in Sections 5.1 and 52 of the JV Agreement with respect to the
      Board in the United States.
 

      ●Other Board Approvals. The Board shall review and approve the
      budget, business plan and other actions to be taken by the international
      business in the same manner as detailed in Section 5.4 and 5.5 of the JV
      Agreement with respect to the United States
operations.

      P&G
      Veto. P&G will have
      the same veto rights with respect to international operations as it does
      in the United States (subject to the same dollar and other thresholds).
      Vetoes will be subject to the same resolution procedure as provided in
      Section 5.3 of the JV Agreement. 

      Local
      Governance. The general
      managers of the Glad business in each country outside of the United States
      will report to the International Board. To the extent required by local
      law, local partnership entities may have a board or directors or other
      similar governing body in addition to the International Board, but no such
      local board or governing body shall have the authority to take any action
      for which approval of the International Board or P&G is required prior
      to such approval being obtained. 

	                		
	Transfer 	                    	
      Transfer Restrictions. The interests of the parties in the local
      partnership and license agreements described above will be subject to the
      same restrictions on transfer as set forth in the IV Agreement. 

      Tag-Along and
      Drag-Along.
      Internationally, the P&G affiliate will have the same tag-along rights
      in each country on equivalent terms as it has with respect to the Joint
      Venture in the United States. The Clorox affiliate will also have
      equivalent drag-along rights in each country, including with respect to
      any sale of the Glad business in the relevant country that is not part of
      the sale of the entire Glad business. 

      












EXHIBIT H 

Joint Venture Accounting
Principles 

General Approach 

	1.	Create an accounting
      framework that to the extent possible is simple, sustainable and
      accurate.
	        	
	2.	Start with Clorox’s
      GAAP financial statements for each of Clorox and the relevant subsidiaries
      as a basis for preparing the pro-forma financial statements for the Glad
      Global Business in each country.
	 
	3.	Consistent
      application of Clorox and Glad Global Business accounting policies,
      principles, and processes.
	 
		(a)	Accounting Principles. The accounting
      principles of Clorox and the Glad Global Business will be the same in many
      respects, but to the extent they differ these Joint Venture Accounting
      Principles will govern. Any changes to the accounting principles of the
      Glad Global Business will be subject to P&G’s consent rights pursuant
      to  Sections 5.3(a) and 9.1(f) of this Agreement, and any other
      provisions of this Agreement (or this Exhibit) requiring the consent of
      P&G. The initial accounting principles of the Glad Global Business
      will be the same as those of Clorox and its subsidiaries, except with
      respect to Clorox corporate overhead allocations and as provided in this
      Exhibit H.
	 	        	 
		(b)	Accounting Policies. The accounting policies
      for the Glad Global Business can be changed as required by GAAP, the rules
      and regulations of the Securities and Exchange Commission or statements of
      the Financial Standards Accounting Board. The accounting policies can also be changed
      in connection with changes to Clorox’s overall accounting policies, but in
      all cases subject to P&G’s consent rights pursuant to Sections 5.3(a)
      and 9.1(f) of this Agreement and any other provisions of this Agreement
      (or this Exhibit) requiring the consent of
P&G.
			


Direct Costs and Allocated
Costs 

	4.	The PWC report, the
      source documents referenced in the PWC report and the other materials
      underlying the PWC Report provide the basis for how indirect costs were
      allocated and direct costs were identified as of June 30, 2002. These
      allocations and identifications will be used during the Term, and changes
      to those allocations and identifications may only be made consistent with
      this Exhibit and with Exhibit F (Clorox Services).
	        	
	5.	To the extent any
      costs that are attributable to the Glad Global Business on an allocated
      basis under Exhibit F are subsequently identified as direct costs
      attributable to the Glad Global Business, if they can be charged 100 % to
      the Glad Global Business, Clorox will cause them to be directly charged to
      the Glad Global Business to the extent reasonably
  practicable.









	6.	To the extent costs attributable to the Glad
      Global Business cannot be directly identified for the Glad Global Business
      they will be allocated on mutually agreed upon basis and in accordance
      with this Exhibit and with Exhibit F, where applicable.
	        	 
	7.	The Glad Global Business will continuously
      work to improve the accuracy of any allocated costs attributed to the Glad
      Global Business on an on-going basis.
	 
	8.	Capital spending on direct property, plant
      and equipment (e.g. used 100% by the Glad Global Business) will be direct
      costs of the Glad Global Business. Capital spending on shared
      manufacturing, distribution and product development assets used in the
      Glad Global Business will be shared pm rata based upon an allocation
      process to be mutually agreed to by Clorox and P&G. If the Parties
      cannot agree on such process the matter will be subject to Escalation and,
      if not resolved by Escalation, by arbitration as to the appropriate pro
      rata allocation.


Reviews and Audits 

	9.	All allocations in
      all geographies for all allocated costs (i.e. those costs that cannot be
      solely attributed to the Glad Global Business) will be reviewed and
      documented annually to facilitate consistency and disclosure.
	        	 
	10.	Clorox’s internal
      audit function will review the Glad Global Business’ financials and
      processes in a manner and frequency consistent with Clorox internal audit
      procedures. For the United States
      Glad Business and for each country where there is a Glad Global Business
      with annual revenues in excess of the greater of (x) U.S. $50 million or
      (y) 75% of the Glad Global Business’s aggregate annual revenue (initially,
      Canada and Australia), these audits will be performed at least once every
      24 months, and these reports will be shared with the
  Board.
		


Cash Funding Preferences


	11.	The Glad Global Business may fund its own
      global cash requirements internally (which may require loans between Glad
      businesses in different countries) before seeking a Parent Loan, and the
      Parties expect that it will generally seek to fund such amounts internally
      rather than seeking a Parent Loan.
	        	 
	
      Balance Sheet
      Preparation 




	12.	For each country, assets
      and liabilities directly attributable to the Glad Global Business will be
      included on the pro-forma balance sheet of the Glad Global
    Business.
	        	 
		(a)	Shared Assets and Liabilities other than
      Fixed Assets. Where assets and liabilities other than Fixed Assets are not
      solely attributable to the Glad Global Business but are shared with other
      Clorox businesses in the country, they will be allocated on a fair share
      basis to the Glad Global Business.
		        	 









		(b)	Shared Fixed Assets. Any fixed asset shared
      with a Clorox business other than the Glad Global Business will not be
      allocated to the Glad Global Business unless otherwise mutually agreed. It
      is the intention of the Parties that any significant capital investments
      shared with a business other than the Glad Global Business will be shared
      on a pro rata basis based upon an allocation process to be mutually agreed
      to by Clorox and P&G. If the Parties cannot agree on such process the
      matter will be subject to Escalation and, if not resolved by Escalation,
      as to the appropriate pm rata allocation.
	 	 	 
		(c)	Allocation
      Methodology Changes. Any change in allocation methodology must be approved
      by the P&G Board member.
	                	
	13.	To the
      extent possible and practical all assets and liabilities held by Clorox
      corporate but attributable 100% to the Glad Global Business will be pushed
      down to the pro-forma balance sheet. To the extent this is not possible,
      an appropriate disclosure will be provided.
	 
	14.	To the
      extent either Clorox or P&G adopts the accounting position of
      expensing its stock options, it will be able to attribute the option
      expense with respect to the personnel engaged in the Glad business to the
      Glad Global Business to the extent such expense is a direct
  cost.









EXHIBIT I 

SUBLICENSE
AGREEMENT 

This Sublicense Agreement
(this “Agreement”), dated as of January 31, 2003 (the
“Effective Date”), by and between The Glad Products Company, a
Delaware corporation (“Licensor”), and ___________, a ___________1
(“Licensee”) (each, a “Party” and collectively, the “Parties”). 

W I T
N E S
S E T
H: 

WHEREAS, Licensor, Procter
& Gamble RHD Inc., an Ohio corporation (“P&G Sub”), and certain Affiliates of Licensor and P&G Sub, respectively,
have entered into an Amended and Restated Joint Venture Agreement with respect
to the Glad Global Business, dated as of January 31, 2003 (as such agreement may
be amended, supplemented or otherwise modified in accordance with the terms
thereof, the “JV
Agreement”); 

WHEREAS, Licensor and P&G
Sub have entered into a License Agreement, dated as of January 31, 2003 (as such
agreement may be amended, supplemented or otherwise modified in accordance with
the terms thereof, the “P&G
License Agreement”) providing,
among other things, for the license by P&G Sub to Licensor of certain
Intellectual Property (as defined below) for use in the Glad Global Business,
subject to the terms and conditions thereof; 

WHEREAS, Licensor and Licensee
have agreed to enter into this Agreement providing, subject to the terms and
conditions contained herein, for the sublicense by Licensor to Licensee of
certain Intellectual Property licensed to Licensor by P&G Sub under the
P&G License Agreement, subject to the terms and conditions hereof and
thereof; 

WHEREAS, Licensor and Licensee
have entered into a Technology and Trademark License Agreement, dated as of
January 31, 2003 (as such agreement may be amended, supplemented or otherwise
modified in accordance with the terms thereof, the “Glad License Agreement”) providing,
among other things, for the license by Licensor to Licensee of certain
Intellectual Property (as defined below) for use in the Glad Global Business,
subject to the terms and conditions thereof; and 

WHEREAS, capitalized terms
used but not defined herein shall, as the context requires, have the meaning set
forth in either the JV Agreement or the P&G License Agreement. 

NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows: 

____________________



	1	     	License Agreements
      will be entered into with the Clorox affiliates operating the Glad
      business in each of Australia, Canada, New Zealand, South Africa, Costa
      Rica, China, Hong Kong, Philippines and
Korea.











ARTICLE
1. Definitions. 

Section 1.1 Definitions. 

“Action” shall have the meaning set forth in the P&G License Agreement.


“Additional P&G Improvements” shall have the meaning set forth in the P&G
License Agreement. 

“Additional P&G Technology” shall have the meaning set forth in the P&G
License Agreement. 

“Affiliate Loans” shall mean funds provided by Clorox or its
Affiliates as loans attributed to the Glad Local Business pursuant to Section
9.3 hereof. 

“Available Local Cash Flow” shall mean, with respect to any Fiscal Quarter
or other period, without regard to any Royalty payable hereunder, the sum of all
cash receipts during such Fiscal Quarter or other period attributed to the Glad
Local Business from any and all sources other than the cash proceeds of any
Indebtedness, plus all Reserves of the Glad Local Business as of the
close of business on the last day of the preceding Fiscal Quarter or other
period, plus interest on such Reserves at Clorox’s 30-day commercial paper
borrowing rate (or, if Clorox is unable to obtain commercial paper, Clorox’s
short term cost of borrowing), plus the sum of all
royalty payments made by Licensee under the Glad License Agreement during such
period, minus all proceeds attributed to the Glad Local
Business from any International Acquisition, minus all cash disbursements attributed to the Glad Local Business for any and
all purposes during such Fiscal Quarter or other period ((x) including loan
repayments (other than Affiliate Loans), interest payments (other than in
respect of Affiliate Loans), capital improvements and replacements but (y)
excluding disbursements funded by the cash proceeds of any Indebtedness
attributed to the Glad Local Business (other than Affiliate Loans) and (z)
excluding any cash dividends to Clorox or its Affiliates and any Royalties paid
under this Agreement) and a reasonable allowance as of the last day of such
Fiscal Quarter or other period for Reserves, contingencies and anticipated
obligations as determined by the Licensee, determined in accordance with the JV
Accounting Principles. 

“Call Right” shall have the meaning set forth in the JV Agreement.

“Clorox” shall mean The Clorox Company, a Delaware corporation. 

“Collaborative Improvements” shall have the meaning set forth in the P&G
License Agreement. 

“Collaborative Inventions” shall have the meaning set forth in the P&G
License Agreement. 

“Collaborative Inventions Prosecuting
Party” shall have the meaning set
forth in the P&G License Agreement. 







“Core P&G Improvements” shall have the meaning set forth in the P&G
License Agreement. 

“Core P&G Technology” shall have the meaning set forth in the P&G
License Agreement. 

“Distributable Local Cash Flow” shall mean, with respect to any Fiscal Quarter
or other period, Available Local Cash Flow for such Fiscal Quarter or other
period minus the amount of Available Local Cash Flow required to be applied to
the repayment of Affiliate Loans and accrued interest thereon in accordance with
the immediately succeeding sentence. To the extent there are any outstanding
Affiliate Loans with respect to the Glad Local Business and there is Available
Local Cash Flow in any Fiscal Quarter, then all Available Local Cash Flow will
be immediately applied towards such outstanding Affiliate Loans and accrued and
unpaid interest thereon until all Affiliate Loans and accrued interest thereon
will have been repaid in full. As long as any Affiliate Loans remain
outstanding, Distributable Local Cash Flow will be zero. 

“Exclusive Field” shall have the meaning set forth in the P&G
License Agreement. 

“Existing International Balance
Sheet” shall have the meaning set
forth in the JV Agreement. 

“Fair Market Value” shall have the meaning set forth in the JV
Agreement.

“Field” shall have the meaning set forth in the P&G License Agreement.


“Fiscal Quarter” shall mean each three (3) calendar month period
ending on March 31, June 30, September 30 and December 31 or, in the case of the
first Fiscal Quarter hereunder, the period from the date hereof through March
31, 2003. 

“GAAP” shall mean generally accepted accounting principles as in effect in the
United States (or such other jurisdiction as may be specified herein)
consistently applied. 

“Glad Local Business” shall mean the Glad Global Business conducted by
the Licensee in the Territory. 

“Glad R&D Team” shall have the meaning set forth in the P&G
License Agreement. 

“Governmental Authority” shall mean any nation or government, any state
or other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government. 

“Improvements” shall have the meaning set forth in the P&G
License Agreement. 

“Indebtedness” shall mean all obligations for borrowed money,
including guarantees, and all reimbursement obligations in respect of
outstanding letters of credit (measured assuming such letters of credit are
drawn in full). 

“Infringe” shall have the meaning set forth in the P&G License
Agreement.







“Intellectual Property” shall have the meaning set forth in the P&G
License Agreement. 

“International Acquisition” shall mean the sale, disposition or other
transfer to a Third Party of all or substantially all of the equity interests of
Licensee or of all or substantially all the business, assets and properties of
Licensee used in the Glad Local Business, but excluding (i) any transaction in
connection with which the Put Right or the Call Right is exercised, (ii) any
Third-Party Sale in connection with which Clorox exercises its right to cause a
sale and (iii) any transaction in connection with which the Tag-Along Right is
exercised. 

“IP Acquisition” shall have the meaning set forth in the JV
Agreement. 

“JV Accounting Principles” shall have the meaning set forth in the JV
Agreement. 

“Know How” shall have the meaning set forth in the P&G License Agreement.


“Liabilities” means, as to any Person, all debts, liabilities and obligations,
direct, indirect, absolute or contingent of such Person, whether accrued, vested
or otherwise, whether known or unknown and whether or not actually reflected, or
required by GAAP to be reflected, in such Person’s balance sheet. 

“Non-Exclusive Field” shall have the meaning set forth in the P&G
License Agreement. 

“P&G Competitive Business Line” shall have the meaning set forth in the P&G
License Agreement. 

“P&G Technology” shall mean the Core P&G Technology and the
Additional P&G Technology. 

“Patents” shall have the meaning set forth in the P&G License Agreement.


“Person” shall mean any individual, corporation, limited liability company,
partnership, trust, joint stock company, business trust, unincorporated
association, joint venture or other form of business or legal entity or
Governmental Authority. 

“Prime Rate” shall mean the rate of interest per annum publicly announced from time
to time by Citibank, N.A. as its prime rate in effect at its principal office in
New York, New York; each change in the Prime Rate will be effective from and
including the date such change is publicly announced as being effective.


“Prosecuting Party” shall have the meaning set forth in the P&G
License Agreement.


“Put
Right” shall have the meaning set
forth in the JV Agreement.


“Related Agreements” shall
have the meaning set forth in the JV Agreement. 

“Reserves” shall mean cash funds set aside from gross cash revenues as reserves.
Such “Reserves” will be maintained in amounts and upon such timing as is
reasonably deemed necessary by the Licensee to finance any working capital
requirements and/or to pay taxes, insurance,
debt service, repairs, replacements, renewals, capital expenditures or other
costs or expenses to be attributed to the Glad Local Business in accordance with
the JV Accounting Principles in the four Fiscal Quarters following the date such
Reserves are being established that will not be funded from Available Local Cash
Flow based on the then-current financial forecasts of the Glad Local Business.








“Services Agreement” shall have the meaning set forth in the P&G
License Agreement. 

“Tag-Along Right” shall have the meaning set forth in the JV
Agreement. 

“Team Inventions” shall have the meaning set forth in the P&G
License Agreement. 

“Territory” shall mean [the Commonwealth of Australia] [Canada] [New Zealand] [the
Republic of South Africa] [the Republic of Costa Rica] [the People’s Republic of
China] [Hong Kong] [the Republic of the Philippines] [the Republic of Korea].


“Third Party” shall have the meaning set forth in the JV Agreement. 

“Third-Party Sale” shall have the meaning set forth in the JV
Agreement. 

“Trademarks” shall have the meaning set forth in the P&G License
Agreement.

Section 1.2 Other Definitions.


The following terms are
defined in the Sections indicated: 

	          	Term	 	Section	 
		Effective Date	Preamble
		Excluded Local
      Assets	9.2(b)
		Glad License Agreement	Recitals
		International
      Acquisition	7.2(a)
		JV Agreement	Recitals
		Licensee	Preamble
		Licensor	Preamble
		Negative Cash
      Flow	9.3(a)
		P&G License Agreement	Recitals
		P&G
    Sub	Recitals
		Party	Preamble
		Retained Local
      Liabilities	9.2(c)
		Royalty	9.1(a)
		Termination
      Fee	7.2(a)












ARTICLE
2. Core P&G Technology. 

Section 2.1 Licensee’s License in the Field. Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee a right and license to use the Core P&G Technology
(including any and all Core P&G Improvements deemed to be Core P&G
Technology pursuant to the provisions of Section 2.3(b) of the P&G License
Agreement) in the Field throughout the Territory, including without
limitation the right and license, in the Field throughout the Territory, to (i)
practice and use the Patents and Know How included in the Core P&G
Technology, (ii) market, make, have made, sell and distribute products by or on
behalf of Licensee in connection with the Glad Local Business, (iii) make Core
P&G Improvements and (iv) sublicense such rights to the Core P&G
Technology. The licenses granted in the Territory pursuant to this Section 2.1
are exclusive in the Exclusive Field and non-exclusive in the Non-Exclusive
Field. In no event shall the license granted to Licensee pursuant to this
Section 2.1 be interpreted as being broader in any respect than the license
granted to Licensor pursuant to Section 2.1 of the P&G License Agreement.


Section 2.2 Core P&G Improvements.


(a) Ownership. The Parties
acknowledge and agree that, as between P&G (or its Subsidiaries) and
Licensee (on behalf of itself and its Affiliates), P&G (or its Subsidiaries)
is and shall be the sole and exclusive owner of all right, title and interest,
including any and all Intellectual Property rights, in and to any and all Core
P&G Improvements, whether developed by or on behalf of P&G (or its
Subsidiaries), Licensor or Licensee (on behalf of itself and its Affiliates).


(b) Licensee’s Non-Exclusive License to Certain Core P&G Improvements
Outside the Field. In the event that, during the Term of the Services Agreement the Glad
R&D Team (or, after the termination or expiration of the Services Agreement
Licensee or its Affiliates) participates in the development of any Core P&G
Improvements, then, to the extent such Core P&G Improvements are not deemed
Collaborative Improvements pursuant to the P&G License Agreement, Licensor
hereby grants to Licensee a nonexclusive right and license to use such Core
P&G Improvements throughout the Territory in connection with any business
line that is not a P&G Competitive Business Line, including without
limitation the right and license, solely for the foregoing purposes, to (i)
practice and use the Patents and Know How included in such Core P&G
Improvements, (ii) market, make, have made, sell and distribute products by or
on behalf of Licensee, Clorox or its Subsidiaries, (iii) make Improvements based
upon or derived from such Core P&G Improvements and (iv) sublicense such
rights solely to manufacturers of products of Licensee, Clorox or its
Subsidiaries and to Clorox and Subsidiaries of Clorox. In no event shall the
license granted to Licensee pursuant to this Section 2.2(b) be interpreted as
being broader in any respect than the license granted to Licensor pursuant to
Section 2.3(c) of the P&G License Agreement. 

(c) Clarification of Licensee’s Rights. For the avoidance of doubt, (i) any and all Core P&G Improvements
developed by P&G or its Subsidiaries without the participation of the Glad
R&D Team, Licensor or Licensee (or its Affiliates) and (ii) any and all Core
P&G Improvements that constitute Collaborative Improvements shall not be
subject to the licenses set forth in Section 2.2(b), but shall be subject to the
licenses set forth in Section 2.1. The license granted pursuant to Section
2.2(b) shall only apply to that portion of the Core P&G Improvements that is
incremental to the Core P&G Technology. Except for the Core P&G
Improvements that do not constitute Collaborative Improvements, Licensee (on
behalf of itself and its Affiliates) shall not have the right to use any Core
P&G Technology outside of the Field, irrespective of whether any Core
P&G Improvements licensed pursuant to Section 2.2(b) are based upon or
derived from such Core P&G Technology. 





(d) Notice of Improvements. In the event Licensee (on behalf of itself or its Affiliates) develops any Core P&G Improvements, Licensee shall promptly provide Licensor with written notice thereof. 
ARTICLE 3. Additional P&G Technology. 
Section 3.1 Licensee’s License in the Field. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a right and license to use the Additional P&G Technology (including any and all P&G Improvements deemed to be Additional P&G Technology pursuant to the provisions of the P&G License Agreement), and all Intellectual Property rights therein, in the Field throughout the Territory, including without limitation the right and license, in the Field throughout the Territory, to (i) practice the Patents and Know How included in the Additional P&G Technology, (ii) market, make, have made, sell and distribute products by or on behalf of Licensee in connection with the Glad Local Business, (iii) make Additional P&G Improvements and (iv) sublicense such rights to the Additional P&G Technology. The licenses granted in the Territory pursuant to this Section 3.1 are exclusive in the Exclusive Field and non-exclusive in the Non-Exclusive Field. In no event shall the licensegranted to Licensee pursuant to this Section 3.1 be interpreted as being broader in any respect than the license granted to Licensor pursuant to Section 3.1 of the P&G License Agreement. 
Section 3.2 Additional P&G Improvements. 
(a) Ownership. The Parties acknowledge and agree that, as between P&G (or its Subsidiaries) and Licensee (on behalf of itself and its Affiliates), P&G (or its Subsidiaries) is and shall be the sole and exclusive owner of all right, title and interest, including all Intellectual Property rights, in and to any and all Additional P&G Improvements, whether developed by or on behalf of P&G (or its Subsidiaries), Licensor or Licensee (on behalf of itself and its Affiliates). 
(b) Licensee’s Non-Exclusive License Outside the Field. In the event that, during the Term of the Services Agreement the Glad R&D Team (or, after the termination or expiration of the Services Agreement Licensor, Licensee or its Affiliates) participates in the development of any Additional P&G Improvements, then, to the extent such Additional P&G Improvements are not deemed Collaborative Improvements pursuant to the P&G License Agreement, Licensor hereby grants to Licensee a nonexclusive right and license to use such Additional P&G Improvements throughout the Territory in connection with any business line that is not a P&G Competitive Business Line, including without limitation the right and license, solely for the foregoing purposes, to (i) practice and use the Patents and Know How included in such Additional P&G Improvements, (ii) market, make, have made, sell and distribute products by or on behalf of Licensee, Clorox or its Subsidiaries, (iii) make Improvements based upon or derived from such Additional P&G Improvements and (iv) sublicense such rights solely to manufacturers of products of Licensee, Clorox or its Subsidiaries and to Clorox and Subsidiaries of Clorox. In no event shall the license granted to Licensee pursuant to this Section 3.1(b) be interpreted as being broader in any respect than the license granted to Licensor pursuant to Section 3.1(c) of the P&G License Agreement. 









(c) Clarification of Licensee’s Rights. For the avoidance of doubt, (i) any and all Additional P&G
Improvements developed by P&G or its Subsidiaries without the participation
of the Glad R&D Team, Licensor or Licensee (or its Affiliates) and (ii) any
and all Additional P&G Improvements that constitute Collaborative
Improvements shall not be subject to the licenses set forth in Section 3.2(b),
but shall be subject to the licenses set forth in Section 3.1. The license
granted pursuant to Section 3.2(b) shall only apply to that portion of the
Additional P&G Improvements that is incremental to the Additional P&G
Technology. Except for the Additional P&G Improvements that do not
constitute Collaborative Improvements, Licensee (on behalf of itself and its
Affiliates) shall not have the right to use any Additional P&G Technology
outside of the Field, irrespective of whether any Additional P&G
Improvements licensed pursuant to Section 3.2(b) are based upon or derived from
such Additional P&G Technology. 

(d) Notice of Improvements. In
the event Licensee (on behalf of itself or its Affiliates) develops any
Additional P&G Improvements, Licensee shall promptly provide Licensor with
written notice thereof. 

Section 3.3 Effect of Expiration or Termination of the JV Agreement on
Section 3.1 and Section
3.2. In the event of any
expiration or termination of the Term under the JV Agreement, the licenses
granted to Licensee in Section 3.1 and, if applicable, Section 3.2 shall
automatically terminate to the extent the license to Licensor terminates under
the P&G License Agreement. This Section 3.3 shall have no effect on any
Additional P&G Improvements developed by or on behalf of Licensor or
Licensee after the termination or expiration of the Term of the JV Agreement,
which shall continue to remain subject to the licenses granted to Licensee in
Section 3.1 and Section 3.2. 

ARTICLE
4. Trademarks and Other Intellectual Property.


Section 4.1 License Grant. Subject to
the terms and conditions of this Agreement, Licensor hereby grants to Licensee
an exclusive (as set forth in Section 4.2) right and license to use the
Trademarks in the Field throughout the Territory, including without limitation,
the right and license to sublicense such rights in the Field throughout the
Territory. In no event shall the license granted to Licensee pursuant to this
Section 4.1 be interpreted as being broader in any respect than the license
granted to Licensor pursuant to Section 6.1 of the P&G License Agreement.


Section 4.2 Exclusivity. The licenses
granted to Licensee pursuant to Section 4.1 are exclusive with respect to use of
the Trademarks in the Field in the Territory. 

Section 4.3 Trademark Use. Licensee
agrees to maintain and preserve the quality of the Trademarks and to use the
Trademarks in good faith and in a dignified manner, consistent with P&G
Sub’s and Licensor’s high standards of and reputation for quality, and in
accordance with good trademark practice wherever the Trademarks are used. Both
Parties agree to use the Trademarks only in connection with goods and services
that possess a character and quality consistent with the reputation and high
standards associated with Licensor, P&G Sub and/or the Trademarks. Licensees
agree that any and all goodwill arising from Licensee’s use of the Trademarks
shall inure solely to the benefit of P&G Sub, as licensor to Licensor under
the P&G License Agreement. Upon the request of Licensor, Licensee shall, to
the extent reasonable, provide Licensor with a representative sample of
Licensee’s use of the Trademarks. 







Section 4.4 Glad Base IP and Glad Improvements. The Parties acknowledge and agree that, as between Licensor and
Licensee, Licensor shall be the sole and exclusive owner of all right, title and
interest, including all Intellectual Property rights, in and to any and all Glad
Base IP and any and all Glad Improvements. Licensee hereby acknowledges and
agrees that it is bound by, and its rights hereunder are in all respects subject
to, the license grants of Licensor contained in Article 4 of the P&G License
Agreement. 

Section 4.5 New
Inventions. The Parties
acknowledge and agree that, as between Licensor and Licensee, Licensor shall be
the sole and exclusive owner of all right, title and interest, including all
Intellectual Property rights, in and to any and all New Inventions. Licensee
hereby acknowledges and agrees that it is bound by, and its rights hereunder are
in all respects subject to, the license grants of Licensor contained in Article
5 of the P&G License Agreement. Licensee shall not, and shall not authorize
third parties to, (a) use any Team Inventions outside of the Field in the
Territory in connection with a business line that is a P&G Competitive
Business Line or (b) use the Collaborative Inventions in the Territory outside
of the Field or to manufacture a product inside the Field for use, sale or
distribution outside of the Field or provide any information or assistance to
any third party related thereto. 

ARTICLE
5. Other Agreements. 

Section 5.1 Transfers and Encumbrances of Intellectual Property. Nothing in this Agreement shall prevent Licensor
from transferring any Intellectual Property rights that are, in whole or in
part, subject to a license or obligation under this Agreement. Nothing in this
Agreement shall prevent Licensor from encumbering any Intellectual Property
rights that are, in whole or in part, subject to a license or obligation under
this Agreement. 

Section 5.2 Intellectual Property Protection. Licensee agrees to notify Licensor immediately after it becomes aware
of any actual or threatened Infringement of the P&G Technology or the
Trademarks or any Collaborative Inventions. Licensee agrees to cooperate fully
with the Prosecuting Party or the Collaborative Invention Prosecuting Party, as
the case may be, during the course of any such Action and to fulfill all
reasonable requests for assistance by the Prosecuting Party or the Collaborative
Invention Prosecuting Party, including without limitation agreeing to be joined
as a party to such Action. 

Section 5.3 Information with Respect to Glad Local Business. During the term of this Agreement, Licensee will
provide Licensor with copies of drafts of its business plans, long-term
strategic plans and annual budgets for its review prior to finalizing such plans
or budgets, and copies of material proposed revisions to the then-current
versions of such items, and will consider in good faith the views of Licensor
with respect to such plans and budgets. Licensee will also provide
Licensor with additional reports and other information about the Glad Local
Business as is provided to the members of its board of directors or other
equivalent governing body on a scheduled, periodic basis, as well as any
additional information upon the reasonable request of Licensor. 







Section 5.4 Consent Rights. Licensee
agrees that during the term of this Agreement, without the prior consent of
Licensor, it will not, and will cause its Subsidiaries not to, take any of the
following actions: 

(a) the
incurrence or assumption of any Indebtedness to be attributed to the Glad Local
Business pursuant to Section 9.2 (other than Affiliate Loans pursuant to Section
9.3) that would result in the aggregate outstanding Indebtedness attributed to
the Glad Local Business at the time such Indebtedness is incurred or assumed
(other than Affiliate Loans) to be in excess of ten percent (10%) of Available
Local Cash Flow for the prior four Fiscal Quarters; 

(b) any
purchase or other acquisition of any business, division or Person that will be
attributed to the Glad Local Business pursuant to Section 9.2; 

(c) any
sale, transfer or other disposition in any single transaction or series of
related transactions of any business, division or Person attributed to the Glad
Local Business pursuant to Section 9.2, 

(d) any
sale, transfer or other disposition in any single transaction or series of
related transactions, other than in the ordinary course of the conduct of the
Glad Local Business of any assets attributed to it, which assets (x) are not
obsolete, (y) are utilized in a material manner in the Glad Local Business at
the time of such sale, and (z) are not being replaced with assets of comparable
utility or value to the Glad Local Business, provided that in each case such
business, division, Person or assets have a value in excess of ten percent (10%)
of Available Local Cash Flow for the prior four Fiscal Quarters; 

(e) except
as provided in the JV Agreement or the Related Agreements, any transaction with
respect to the Glad Local Business between Licensee or any of its Subsidiaries,
on the one hand, and Clorox or any Affiliate of Clorox, on the other hand,
unless (x) (A) such transaction is in the ordinary course of business or is less
than $1 million and (B) the terms of such transaction to be attributed to the
Glad Local Business are no less favorable than those that would be obtained in a
comparable arm’s length transaction with a third party that is not Clorox or an
Affiliate of Clorox or (y) such transaction is provided for pursuant to the JV
Accounting Principles; 

(f) any
internal restructuring of the method by which the legal ownership of the Glad
Local Business is held by Licensee and its Subsidiaries that, based on the facts
and circumstances known at the time such restructuring is approved, has or will
have a material adverse effect on the business, properties, financial condition,
results of operations or prospects of the Glad Local Business; 

(g) any
changes in the accounting policies of the Licensee so as to differ from the JV
Accounting Principles, except as required by Governmental Authorities; and


(h) the
Glad Local Business engaging in any business outside the Field. 







ARTICLE
6. Other Intellectual Property
Matters. 

Section 6.1 Notices and Legends.
Licensee shall apply or use all notices and legends, including patent markings,
required by applicable law or regulations to preserve and protect the value and
validity of any Intellectual Property licensed pursuant to this Agreement,
including applying or using any notices or legends reasonably requested by
Licensor. 

Section 6.2 No
Contest. Licensee agrees not to
directly or indirectly question, attack, contest or in any other manner impugn
any Intellectual Property licensed to it pursuant to the terms of this
Agreement, or the enforceability of this Agreement, including without
limitation, in any Action in which enforcement of a provision of this Agreement
is sought; nor shall Licensee willingly become a party adverse to Licensor or
P&G Sub in an Action in which a third party contests the same. 

Section 6.3 Assignment and Further Assurances. Notwithstanding any other provision of this Agreement, in the event
that Licensee is held to, or becomes the owner of any Intellectual Property that
is intended to be owned by Licensor or P&G Sub pursuant to the terms of this
Agreement or the P&G License Agreement, Licensee hereby assigns permanently
the entirety of such rights to Licensor or P&G Sub, as the case may be, and
shall, during the term of this Agreement and after any expiration or termination
hereof, execute such documents as Licensor and P&G Sub reasonably may
request from time to time to ensure that all such Intellectual Property rights
reside in the proper party. 

Section 6.4 Reservation of Rights. All
Intellectual Property rights not expressly granted pursuant to this Agreement
are reserved to the owner of such Intellectual Property. 

ARTICLE
7. Term and Termination. 

Section 7.1 Termination by Licensor.
The initial term of this Agreement shall be five (5) years, which term shall be
renewable for successive five (5) year periods thereafter at the option of the
Licensor upon written notice. The term of this Agreement may be terminated by
Licensor at any time upon 180-days notice to Licensee. The term of this
Agreement may be terminated by Licensee only as provided in Section 7.2(a)
hereof. No further Royalty shall accrue hereunder after the termination (or
deemed termination pursuant to Section 7.2) of this Agreement. 

Section 7.2 International Acquisition Transaction. 

(a) In the
event of an International Acquisition in which there is no IP Acquisition,
Licensee will be deemed to have terminated this Agreement. Upon such deemed
termination, Licensee will be required to pay Licensor a termination fee (the
“Termination Fee”) in an amount equal to ten percent (10%) of the Fair Market
Value of the Glad Local Business. . 

(b) In the
event of an International Acquisition in which there is an IP Acquisition,
Licensor will be deemed to have terminated this Agreement and no Termination Fee
shall be due or payable. 







ARTICLE
8. Representations and
Warranties.


Section 8.1 Of
Both Parties. Licensor and
Licensee each represents and warrants to the other Party that, as of the
Effective Date: 

(a) The
warranting Party is duly organized and validly existing under the laws of the
jurisdiction of its organization, and has full power, authority and legal right
to execute, deliver and perform this Agreement, and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement;


(b) This
Agreement has been duly executed and delivered by the warranting Party. This
Agreement is a legal, valid and binding obligation of the warranting Party,
enforceable against such Party in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights and remedies generally, and subject, as
to enforceability, to the effect of general principles of equity (regardless of
whether enforcement is considered in a proceeding at law or in equity); and


(c) The
warranting Party is not subject to any judgment, order, injunction, decree or
award of any court, administrative agency or governmental body that would or
might interfere with its performance of any of its material obligations
hereunder. 

Section 8.2 No
Other Representations or Warranties. Neither Party makes any representations or warranties other than as
expressly set forth in this Article. 

ARTICLE
9. Royalties and Cash Flow. 

Section 9.1 Royalties. 

(a) As
consideration for the rights granted in Articles 2, 3 and 4, Licensee shall pay
Licensor a royalty (the “Royalty”) on a quarterly basis in arrears as set forth
below: 

(i) With respect to the first four Fiscal Quarters of
the Joint Venture, the Royalty shall be zero; 

(ii) With respect to the fifth through eighth Fiscal
Quarters of the Joint Venture, the Royalty shall be an amount equal to five
percent (5%) of Distributable Local Cash Flow; 

(iii) With respect to the ninth and all succeeding
Fiscal Quarters of the Joint Venture during the term of this Agreement, the
Royalty shall be an amount equal to ten percent (10%) of Distributable Local
Cash Flow. 

(b) The
Royalty with respect to any Fiscal Quarter will be paid by Licensee to Licensor
within three (3) Business Days after delivery of the financial statements with
respect to the Glad Local Business for such Fiscal Quarter pursuant to the JV
Agreement in immediately available funds to the account designated by Licensor
to Licensee in writing. 







Section 9.2 Determining Available Local Cash Flow. For the purposes of determining Available Local
Cash Flow: 

(a) From
and after the date hereof, subject to the JV Accounting Principles, the
following interests and Liabilities of Licensee and other relevant subsidiaries
of Clorox will be attributed to the Glad Local Business for purposes of
determining Available Local Cash Flow, except as provided in Section 9.2(b)
below with respect to Excluded Local Assets and Section 9.2(c) below with
respect to Retained Local Liabilities: 

(i) the interest of Licensee and its Subsidiaries on
the date hereof in all of the businesses, assets, rights and properties of
Licensee to the extent and only to the extent utilized in or related to the Glad
Local Business; 

(ii) subject to the JV Accounting Principles, the
interest of Licensee and its Subsidiaries in any business, asset, right or
property acquired during the Term by Licensee or its Subsidiaries to the extent
and only to the extent utilized in or related to the Glad Local Business;


(iii) all Liabilities of Licensee and its Subsidiaries
to the extent and only to the extent [(A) reflected in the Existing
International Balance Sheet with respect to the Glad Local Business, (B)
incurred or assumed by the Glad Business in the ordinary course of business
after the date of such Glad Balance Sheet and prior to the date hereof that
would be reflected as current Liabilities on a balance sheet of the Glad Local
Business as of the date hereof, but excluding any current Liabilities arising
from third party litigation claims, (C)]2 [(A) incurred or assumed by
the Glad Local Business in the ordinary course of business prior to the date
hereof that would be reflected as current Liabilities on a balance sheet of the
Glad Local Business, but excluding any current Liabilities arising from third
party litigation claims, (B)]3 arising out of the conduct of the Glad
Local Business or the ownership or possession of any business, assets, rights or
property used in the Glad Local Business after the date hereof or [(D)][(C)}
assumed or incurred after the date hereof by the Licensee and other Subsidiaries
of Clorox in accordance with the terms hereof with respect to the Glad Local
Business, provided that Indebtedness will be attributed to the Glad Local
Business only to the extent permitted to be incurred pursuant to the provisions
of Section 5.4(a); and 

(iv) net income and net losses and Available Local Cash
Flow arising in respect of the foregoing and proceeds of any disposition
thereof. 


____________________


	2	     	Use this version only
      for Australia, Canada and New Zealand.
	3		Use this version only
      for South Africa, Costa Rica, Chins, Hong Kong, Philippines and
      Korea.









(b) The
following interests of Licensee and its Subsidiaries will be excluded from the
Glad Local Business and will not be attributed to the Glad Local Business
(collectively, the “Excluded Local
Assets”), and from and after the
date hereof the Glad Local Business will not include any interest in any of the
following for purposes of determining Available Local Cash Flow: 

(i) all rights of Licensee under this Agreement;


(ii) [all interests in any business, asset, right or
property sold, transferred or otherwise disposed of prior to the date hereof in
the ordinary course of the Glad Local Business and not in violation of the terms
of the JV Agreement;]4 

(iii) all cash and cash equivalents as of the date
hereof other than petty cash with respect to the Glad Local Business;


(iv) all refunds or credits with respect to any Taxes
paid or incurred by Licensee; 

(v) all capital stock or other equity interests of
Licensee, Clorox and any other Subsidiaries of Clorox; and 

(vi) all rights of the Licensee and other Subsidiaries
of Clorox arising out of or in connection with any Retained Liabilities,
including without limitation any cause of action, right of recovery, right of
set-off or counterclaim. 

(c) From
and after the date hereof, none of the following Liabilities will be attributed
to the Glad Local Business (“Retained Local Liabilities”) for purposes of determining Available Local Cash Flow: 

(i) any Liability (A) arising out of or relating to
the conduct of the Glad Local Business or the ownership or possession of any
business, assets, rights or property used in the Glad Local Business prior to
the date hereof or (B) assumed or incurred prior to the date hereof by Licensee
and/or other Subsidiaries of Clorox, except for any Liabilities described in
[clause (A) or (B)]5 [clause (A)]6 of Section 9.2(a)(iii);


(ii) any Liability with respect to income Taxes of
Licensee and other Subsidiaries of Clorox; 

(iii) any Liability arising out of or relating to the
Excluded Assets; 

(iv) any Liability of the Licensee, Clorox and other
Subsidiaries of Clorox to the Licensor arising out of or related to any breach
of this Agreement or any Related Agreement by Licensee, Clorox and other
Subsidiaries of Clorox, even if arising out of or related to conduct of the Glad
Local Business or the ownership or possession of any business, asset, right or
property used in the Glad Local Business after the date hereof; and 

____________________


	4	     	Include only for
      Australia, Canada and New Zealand.
	5		Use only for
      Australia, Canada and New Zealand.
	6		Use only for South
      Africa, Costa Rica, Chins, Hong Kong, Philippines and
  Korea.









(v) any Liability for which Licensee and/or other
Clorox Subsidiaries have otherwise agreed to be liable and not have attributed
to the Glad Local Business pursuant to this Agreement or any Related Agreement.


Section 9.3 Affiliate Loans. 

(a) In the
event that Available Cash Flow for any Fiscal Quarter as set forth in the
quarterly financial statements of the Glad Business in the Territory for such
Fiscal Quarter is a negative number (such number, the “Negative Cash Flow”) then
the amount of the Negative Cash Flow will be treated as an Affiliate Loan, which
Affiliate Loan will be deemed to have been made as of the last day of the Fiscal
Quarter to which the Negative Cash Flow relates. 

(b) All
Affiliate Loans will bear interest calculated on the outstanding principal
amount thereof for each day from the date such Affiliate Loan is made until it
is paid in full at Prime Rate plus two percent (2%) per annum payable on a
quarterly basis, and payments with respect to any Affiliate Loans will be
credited first to accrued interest. 

Each Affiliate Loan will have
a maturity date of the date on which this Agreement is terminated. 

Section 9.4 Foreign Currency Exchange.


In determining the amount of
royalties and other amounts payable hereunder, such amounts shall first be
determined in the national currency in which sold and then converted into its
equivalent in United States Dollars at: (i) the rate of United States Dollars to
the national currency of the Territory applicable to the transfer of funds
arising from this type of transaction as established by the exchange control
authorities of the Territory for the last business day of the calendar quarter
for which payment is made; or (ii) if there is no applicable rate so
established, at the selling rate for United States Dollars to the applicable
national currency as published by leading commercial banks in the Territory, for
the last business day of such calendar quarter; or (iii) if there is no rate so
published, at the buying rate for the applicable national currency to United
States Dollars as published by leading New York, New York banks for the last
business day of such calendar quarter. Licensee shall bear responsibility for
all expenses of currency conversion and transmission. 

ARTICLE
10. Miscellaneous Provisions. 

Section 10.1 Assignment. Licensor may
assign, transfer or otherwise sublicense its rights under this Agreement, in
whole or in part, to any other party without the prior written consent of the
Licensee. Licensee may not assign, transfer or otherwise sublicense its rights
under this Agreement, in whole or in part, to any other party without the prior
written consent of Licensor. Any purported transfer, assignment or sublicense of
this Agreement or the rights granted hereunder that is not expressly permitted
by this Agreement shall be null and void ab initio and of no force or effect.








Section 10.2 Arbitration. Any dispute,
claim or controversy arising out of or relating to this Agreement shall be
subject to the dispute resolution proceedings set forth in Section 11.8 of the
TV Agreement. 

Section 10.3 Force Majeure. Should
either Party be prevented from performing its obligations under this Agreement
by an event of force majeure, such as an earthquake, typhoon, flood, fire, act
of war, act of the public enemy, act of terrorism, act of God or any other
unforeseen event the happening and consequences of which are unpreventable and
unavoidable, the prevented Party shall notify the other Party by the most
expedient means available (fax, telex or express mail being acceptable in any
event) without any delay, and within fifteen (15) days thereafter provide
detailed information of the events and, if applicable and available, a valid
document for evidence issued by the relevant public notary organization
explaining the reason for its inability to perform or delay in the performance
of all or part of this Agreement. The Parties shall discuss in good faith,
taking into account the effects of the force majeure and other unforeseen events
on the performance of the obligations under this Agreement, whether to (a)
exempt the prevented Party from performing part or all of its obligations under
this Agreement or (b) delay the performance of the affected obligations under
this Agreement. In the absence of any such agreement, no Party shall be excused
from its performance hereunder once the event of force majeure has subsided.


Section 10.4 Further Assurances. The
Parties agree to execute such further documentation and perform such further
actions, including the recordation of such documentation with appropriate
authorities, as may be reasonably requested by the other Party hereto to
evidence, effectuate and further the purposes and intents set forth in this
Agreement. 

Section 10.5 Amendments and Waivers.
This Agreement may be amended only by a written instrument executed by both
Parties. Any amendment effected in accordance with the immediately preceding
sentence will be binding on all of the Parties to this Agreement. No failure or
delay by any Party in exercising any right, power or privilege hereunder will
operate as a waiver thereof nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. 

Section 10.6 Notices. Any notices or
other communications required or permitted hereunder will be given in accordance
with the provisions set forth in Section 11.3 of the JV Agreement. 

Section 10.7 Integration. This
Agreement, the JV Agreement, the other Related Agreements and the documents
referred to herein or therein, or delivered pursuant hereto or thereto, contain
the entire understanding of the Parties with respect to the subject matter
hereof and thereof. There are no agreements, representations, warranties,
covenants or undertakings with respect to the subject matter hereof and thereof
other than those expressly set forth herein and therein. This Agreement
supersedes all other prior agreements and understandings between the parties
with respect to the subject matter hereof. 

Section 10.8 Severability. If one or
more of the provisions, paragraphs, words, clauses, phrases or sentences
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision, paragraph, word, clause,
phrase or sentence in every other respect and of the remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof will not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto will be enforceable to the fullest extent permitted by law.








Section 10.9 Counterparts. This
Agreement may be executed in two or more counterparts, and by different Parties
on separate counterparts each of which will be deemed an original, but all of
which will constitute one and the same instrument. 

Section 10.10 Governing Law. This
Agreement will be construed in accordance with, and the rights of the Parties
will be governed by, the laws of the State of New York. 

Section 10.11 Injunctive Relief. Each of
the Parties acknowledges and agrees that pending the outcome of any arbitration
proceeding pursuant to Section 11.8 of the JV Agreement, each of the Parties
hereto will be entitled to an injunction, restraining order or other equitable
relief to prevent breaches of the provisions of this Agreement, the JV Agreement
or the other Related Agreements in any court of competent jurisdiction solely
for the purpose of maintaining the status quo, in addition to any other remedy
to which they may be entitled pursuant to the terms hereof. 

Section 10.12 Third Party Beneficiaries.
P&G Sub shall be a third party beneficiary of this Agreement and shall have
the right to enforce the rights of Licensor hereunder solely to the extent that
Licensee breaches this Agreement and Licensor fails to enforce such rights
within thirty (30) days being requested by P&G to do so . Except as
expressly provided in this Section 10.12, nothing in this Agreement, express or
implied, is intended to confer upon any Person, other than the Parties hereto or
their respective successors and permitted assigns, any rights, remedies,
benefits, obligations or liabilities of any nature whatsoever under or by reason
of this Agreement. 

Section 10.13 No
Agency. Nothing herein contained
shall be construed to constitute either party hereto as partner or joint
venturer or as agent or other representative of the other. Licensee is not
granted any right, power or authority to assume or create any obligation,
express or implied, on behalf of Licensor or in Licensor’s name, or to make any
purchase for Licensor’s account, or to bind Licensor in any manner or thing
whatsoever. Licensee shall have no right, power or authority to accept summons
or legal process for Licensor. In their operations hereunder, Licensor and
Licensee shall be independent contractors retaining complete control over and
bearing sole liability for each of their own operations and employees.


[The remainder of this page
has been intentionally left blank] 










IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement, effective as of the date first
above written. 


	THE GLAD PRODUCTS
      COMPANY
	 	
	 	
	By: 	
		Name:
		Title:
	 	
	 	
	[NAME OF CLOROX
      AFFILIATE]
	 	
	 	 
	By:	
		Name:
		Title:










EXHIBIT J 

 

 

 

 

TECHNOLOGY AND TRADEMARK
LICENSE AGREEMENT 

 

BETWEEN 

 

THE GLAD PRODUCTS
COMPANY, AS LICENSOR 

 

AND 

 

____________________________, AS LICENSEE 

 

 

 

 

DATED: JANUARY 31, 2003








		TECHNOLOGY AND
      TRADEMARK LICENSE AGREEMENT
 
		This Agreement is
      dated as of January 31, 2003 between:
 
	(PARTIES)     	 		
		 		
		Name,
      Address,		
		Telephone and Facsimile		Identified Herein As
		 		
		The Glad Products
      Company		“Licensor”
		 		
		1221
      Broadway		
		Oakland,
      California 94612		
		United States of
      America		
		 		
		Attention:
      Corporate Secretary		
		 		
		Telephone:
      510-271-7000		
		Facsimile:
      510-271-1652		
		 		
				“Licensee”
		 		
		Attention:
      Director		
		 		
		Telephone:		
		Facsimile:		



 

 

Parties to Agreement








(RECITALS) 

Clorox and Clorox’s
affiliates, including Licensor, are engaged in the business of manufacturing (or
causing to have manufactured), distributing and selling the premium quality
consumer products set forth in Exhibit A (the
“Products”). 

Licensor is the owner of the
common law rights and other rights in the Trademarks in the Territory and the
owner of the Technology in the Territory. 

Licensee desires to use the
Technology to manufacture, produce and package the Products, and to distribute
and sell the Products under the Trademarks in the Territory. 

Subject to the terms and
conditions contained herein, Licensor desires to grant Licensee the licenses set
forth herein so that Licensee can manufacture, produce, package, distribute and
sell the Products in the Territories bearing the Trademarks. 

Licensor and Licensee are
simultaneously in connection herewith entering into a Sublicense Agreement
providing, subject to the terms and conditions contained therein, for the
sublicense by Licensor to Licensee of certain Intellectual Property licensed to
Licensor by P&G Sub under the P&G License Agreement. 

Certain capitalized terms
shall have the meaning set forth in Article 30 hereof.

(EXHIBITS) 

The following exhibits are
attached to this Agreement and are incorporated herein and made a part hereof:



	Exhibit	            Content
	A	Description of
      Products
	B	Description of
      Territory
	C	Description of
      Royalty
	D	Superseded
      Agreement(s)




(AGREEMENT) 

The parties hereto agree as
follows: 

ARTICLE 1. GRANT 

(a) Licensor grants to Licensee, subject to the provisions of this Agreement,
a right and license to use the Trademarks in the Territory, in the manufacture,
packaging, production, distribution, sale, offer for sale, advertisement,
promotion or any other manner of use whatsoever on or in relation to the
Products, which right shall be exclusive in the Territory, and Licensee herewith
accepts such grant under such terms and conditions. 







(b) Licensor grants to Licensee, subject to the provisions of this Agreement,
a right and license to use the Technology in the Territory, in connection with
the manufacture, packaging, production, distribution, sale, offer for sale,
advertisement, promotion of or in relation to the Products, which right shall be
exclusive in the Territory, and Licensee herewith accepts such grant under such
terms and conditions. 

(c) Notwithstanding the foregoing, the rights and licenses granted to
Licensee pursuant to this Article 1 shall be non-exclusive with respect to any
Intellectual Property to which Licensor has granted a license to P&G Sub
pursuant to the P&G License Agreement. 

ARTICLE 2. AMENDMENTS TO EXHIBIT A


Licensor may, from time to
time by written notices to Licensee, amend Exhibit A attached hereto by adding
to, revising and/or updating, deleting from or limiting the Products covered by
this Agreement to reflect changes, additions, or revisions in its Product line,
the trademarks associated with such Products or its practices or policies with
respect to the conduct of its business. 

ARTICLE 3. ROYALTIES 

(a) In
consideration of the rights granted under this Agreement, Licensee agrees to pay
Licensor royalties as set forth on Exhibit C. 

(b) Royalties shall be based on Licensee’s billing price (set in accordance
with Licensee’s and Licensor’s mutual agreement) on all Products sold by
Licensee after the effective date of this Agreement, whether sold to a
distributor appointed hereunder or to other customers of Licensee. Any Products
given away free by Licensee shall for the purposes of this Article be treated as
products sold at said billing price in effect at the date of shipment by
Licensee. The Products sold by Licensee hereunder shall be considered as “sold”
when invoiced whether or not the amount invoiced is collected from Licensee’s
distributor, or if not invoiced, when shipped or delivered. In the event that
any of the Products on which a royalty has been paid hereunder by Licensee are
returned and accepted for credit, Licensee shall be credited with the royalty
already paid by Licensee on account of said Products against the amount of the
royalties subsequently accruing hereunder. 

(c) The
royalties payable hereunder shall be paid quarterly within thirty (30) days
following the end of each calendar quarter on an estimated basis, with an
adjustment within ninety (90) days after the close of Licensee’s fiscal year.
Royalties shall be transferred in United States Dollars to Licensor at its
address set forth above or as instructed by Licensor. 

(d) In
determining the amount of royalties and other amounts payable, the Net Sales of
the Products shall first be determined in the national currency in which sold
and then converted into its equivalent in United States Dollars at: (i) the rate
of United States Dollars to the national currency of the Territory applicable to
the transfer of funds arising from this type of transaction as established by
the exchange control authorities of the Territory for the last business day of
the calendar quarter for which payment is made; or (ii) if there is no
applicable rate so established, at the selling rate for United States Dollars to
the applicable national currency as published by leading commercial banks in the
Territory, for the last business day of such calendar quarter; or (iii) if there
is no rate so published, at the buying rate for the applicable national currency
to United States Dollars as published by leading New York, New York banks for
the last business day of such calendar quarter. Licensee shall bear
responsibility for all expenses of currency conversion and transmission.








(e) Royalties due but not paid to Licensor, for any reason whatsoever, shall
be segregated and not commingled with monies of Licensee and shall be handled in
accordance with written instructions from Licensor. 

(f) Licensee from time to time shall prepare all applications, reports and
other documents which may be required by the government in the Territory in
order that remittances may be made in accordance with this Agreement.


(g) Notwithstanding the above, no royalties shall be payable on any Products
purchased by Licensee from Licensor or Licensor’s affiliated companies and
resold by Licensee, but this exception shall not apply if Licensee chooses to
purchase components of Products from Licensor. 

(h) Licensee agrees to keep accurate books of account of its sales of the
Products and to provide Licensor with quarterly royalty statements within ten
(10) days following the end of each calendar quarter in such form as Licensor
may prescribe setting forth, at a minimum, the following information for the
preceding calendar quarter: (i) the Net Sales value and units of Licensee’s
sales of the Products, (ii) the amount of any royalty payment due Licensor, and
(iii) all other information necessary to show the basis or bases on which such
payment has been computed. In case no payment is due for any calendar quarter,
Licensee shall so report to Licensor within ten (10) days following the end of
such calendar quarter. Licensee agrees to permit its books and records to be
examined at reasonable times during business hours to the extent necessary to
verify the royalties to be paid hereunder, and to permit copies of or extracts
from any books, accounts, receipts, papers or other documents in the possession
or under the control of Licensee and relating in whole or in part to the
Products manufactured and sold by Licensee, such examination and copying to be
made by Licensor’s agents at Licensor’s expense. Licensee agrees to maintain
said documents for a minimum period of three (3) years. 

ARTICLE 4. QUALITY CONTROL


(a) Standards of Quality


Licensee shall use the
Trademarks only on Products that meet Licensor’s specifications and high
standards of quality and workmanship for such Products. 

Licensee undertakes to
implement in full Licensor’s established procedures for the inspection and
quality control of finished Products covered by this Agreement. 

Licensee shall generally
ensure that all Products are free from any defects or other faults in design,
workmanship, and materials and conform with any pre-production samples approved
pursuant to Article 4(b) herein below, and no Products that fail to meet the
quality standards of Licensor shall be introduced to the market. 







All labels and labeling used
for the Products shall have the prior written approval of Licensor. Licensee
agrees to follow any instructions of Licensor with respect to the labels for the
Products, and to maintain Licensor’s high standards with respect to the quality
of labels for the Products. 

Licensor and Licensee agree
that the Products manufactured by Licensee as of the date of this Agreement meet
the quality standards required by Licensor pursuant to this Agreement.


(b) Product Samples


Representative samples of the
Products (including their packaging) initially and thereafter at Licensor’s
request, shall be furnished by Licensee to Licensor at a place designated by
Licensor in sufficient quantity so as to enable Licensor to determine the
quality of such Products. Licensor shall run such tests on the Products as it
may deem expedient, and shall advise Licensee in writing whether the quality
standards maintained by Licensor are met. 

In the event any of the
Products do not comply with the product standards maintained by Licensor,
Licensee shall at Licensee’s own expense undertake a diligent inquiry to
determine the reason for such non-conforming Products, the extent of such
non-conforming Products, and correct all such non-conforming Products, or, if
this cannot be done, destroy such Products and bear the loss suffered in this
connection. Licensee shall report to Licensor the cause of such problems, the
extent of the non-conforming Products found, and Licensee’s correction or
destruction of such Products. Licensee shall implement immediately any
instructions received from Licensor regarding changes or modifications in the
products and/or their manufacture or packaging. 

(c) Access to Premises


Licensor shall have the right
to have Licensor’s representatives visit Licensee’s facilities from time to time
to inspect the Products to insure that they comply with Licensor’s
specifications and standards of quality, and Licensee shall cooperate with such
representative and comply with any directions issued by the representative.


ARTICLE 5. SALES EFFORTS 

Licensee represents that it is
fully able to quantitatively meet the demands of, and is able to supply, the
national markets for the Products in the Territory. Licensee shall use its
diligent best efforts at all times during the term of this Agreement to promote
and expand the sales of the Products. The size of the sales organization, the
competence of the staff and the quality of the sales efforts shall be
satisfactory to Licensor and shall measure up in all respects to Licensor’s
standards of excellence. Licensee and Licensor shall, from time to time,
mutually consult with one another concerning Licensee’s sales efforts.


Within ten (10) days of the
end of each calendar quarter, Licensee shall submit to Licensor, in such detail
as Licensor may request, a statement with respect to the sales made by Licensee
during the sales quarter. Each such statement shall be certified as correct by
an officer of Licensee. During the term of this Agreement a marketing plan shall
be mutually agreed upon for each year. 







Licensee also agrees to:


(a) Carry
and maintain stocks of the Products that, in Licensor’s opinion, are sufficient
to satisfy market requirements. 

(b) Keep
and maintain true and accurate records of all transactions involving the
Products, including inventory, purchases and sales and promotional expenditures,
which shall be available to Licensor for inspection. 

(c) Comply
with all governmental laws, regulations and practices with respect to the
conduct of Licensee’s business. 

(d) Obey
and comply with reasonable directions and instructions given by Licensor.


(e) Not
make any representation or give any warranty relating to or in connection with
the Products, except as specifically authorized by Licensor. 

(f) Maintain a customer complaint reporting system that will be made
available to Licensor. 

(g) Set
billing prices and any discounts for the Products at levels mutually agreed upon
in advance by Licensee and Licensor. 

(h) Not
appoint a distributor without Licensor’s previous written
authorization.

ARTICLE 6. PRODUCT REGISTRATIONS


Licensee shall make every
reasonable effort to investigate and advise Licensor of all required permits or
registrations of the Products with governmental authorities in the Territory;
and, at Licensor’s request, apply for, obtain and maintain, on Licensor’s
behalf, all such necessary product registrations and permits. 

Upon termination of this
Agreement for any reason, Licensee shall take such action, execute such
assignments or consents and otherwise do such things as may be reasonably
necessary to transfer all product registrations and permits to Licensor or its
designee(s), and/or to otherwise permit or facilitate the manufacture or
importation and sale of the Products in the Territory by Licensor or any party
Licensor may designate. 

ARTICLE 7. TECHNOLOGY AND TRADEMARKS


(a) Licensee recognizes and acknowledges that Licensor, or Licensor’s
affiliated companies, are the owners, assignees or licensees in the Territory of
the Technology and the Trademarks, including all common law rights related to
Licensee’s use of the Trademarks, and the good will and reputation related to
the Trademarks generated through such use, and various proprietary and ancillary
rights related to the Trademarks and the Products including trade names, trade
dress, package designs, emblems, designs, copyrights and any registrations
thereof (hereinafter referred to as the “Properties”) used on various Products
and/or in related advertising literature. Licensee acknowledges the validity of
the Technology, Trademarks and Properties and Licensor’s, and/or Licensor’s
affiliated companies’ title to and rights in the Technology, Trademarks and the
Properties and recognizes the high value of such rights to the business and
goodwill of Licensor. Licensee acknowledges that any goodwill created through
the use of the Trademarks by Licensee belongs to Licensor exclusively.








(b) Licensee shall not dispute the validity of or title to the Technology,
Trademarks or Properties or oppose any application by Licensor, or Licensor’s
affiliated companies, to register or protect the Technology, Trademarks or the
Properties and shall not, directly or indirectly, take any action which might
impair these proprietary rights or the business and goodwill of Licensor.


(c) Licensee will not, directly or indirectly, seek to register any imitation
or translation of the Trademarks or the Properties. 

(d) Licensee shall not use any of the Technology, Trademarks or the
Properties except as approved by Licensor. Licensee shall in no way modify, add
to or omit any of the Trademarks or the Properties applied to the Products,
advertising or promotional material pursuant to this Agreement, without the
written consent of Licensor. Licensee shall not use in connection with the sale
of or any commercial dealing with any of the Products any other trademark, or
other matter which is confusingly or deceptively similar to any of the
Trademarks or Properties. 

(e) Licensee, without the written consent of Licensor, shall not use any of
Licensee’s own trademarks or trade names in marketing the Products. This
provision shall not restrict Licensee in the normal use of Licensee’s regular
business name. Licensee shall not use the Trademarks or variations thereof in
Licensee’s registered trade or corporate name. 

(f) Should
Licensee become aware of any trade practices or actions or threatened actions by
third parties that may injure the business which Licensee conducts pursuant to
this Agreement or the business or goodwill of Licensor including infringement,
misappropriation, impairment, dilution, violation and/or passing off
(“Infringement”) of the Technology, Trademarks or the Properties, full details
of the same shall be promptly supplied to Licensor. Licensee shall in no event
take any action to prevent or remedy such Infringement or trade practices
without Licensor’s written authorization. Licensor or any parties authorized by
Licensor shall have the sole right to take or direct such action as Licensor may
deem proper against such parties. Licensee shall join with Licensor in taking
action against such parties if Licensor so requests. 

(g) Licensor and/or Licensor’s affiliated companies will police and protect
the Technology and Trademarks in the Territory to the best of Licensor’s ability
and assume the costs of prosecuting infringers in those cases, which in the
opinion of Licensor’s legal counsel, merit legal action. Licensor shall renew
and maintain the Technology and Trademarks according to the legal requirements
of the Territory. Licensee shall assist Licensor in policing, protecting,
renewing and maintaining the Technology and Trademarks by (i) providing samples
of Products, (ii) providing evidence of use, (iii) providing Licensor with
guidance and assistance as to the legal requirements of the Territory and (iv)
executing documents and taking such other actions as may be required to renew
and maintain or otherwise effect Licensor’s ownership of the Technology and
Trademarks. 







(h) Upon
expiration or termination of this Agreement for any reason, Licensee, at
Licensee’s own expense, shall forthwith remove all references to Licensor or any
of the Trademarks or Properties or any work, design, marking, slogan or legend
associated therewith from the business premises, plant, products, materials,
supplies and equipment of Licensee, and from all business paper, stationery and
advertising used or maintained by Licensee (including telephone and business
listings), and Licensee shall not thereafter hold forth in any manner that
Licensee has a connection with Licensor, the Trademarks, Properties or the
Products. Licensee thereafter shall not use the Trademarks or any terms or
devices similar to the Trademarks. 

(i) Licensee shall apply or use all notices and legends, including patent
markings, required by applicable law or regulations to preserve and protect the
value and validity of the Technology and Trademarks licensed pursuant to this
Agreement, including applying or using any notices or legends reasonably
requested by Licensor. 

(j) In the
event Licensee develops any improvements to the Technology, Licensee shall
promptly provide Licensor with written notice thereof. 

(k) Licensee agrees that Licensor is the sole and exclusive owner of the
Technology and the Trademarks and that nothing in this Agreement or otherwise
shall confer on Licensee any right, title or interest in or to the Technology or
Trademarks other than as expressly set forth in this Agreement. In the event
that Licensee is held to, or becomes the owner of any Technology, Trademarks or
Properties that is intended to be owned by Licensor pursuant to the terms of
this Agreement, Licensee hereby assigns permanently the entirety of such rights
to Licensor and shall, during the term of this Agreement and after any
expiration or termination hereof, execute such documents as Licensor reasonably
may request from time to time to ensure that all such rights reside in Licensor.


(l) Nothing in this Agreement shall prevent Licensor from transferring or
encumbering the Technology or Trademarks that are subject to a license or
obligation under this Agreement. 

ARTICLE 8. WARRANTIES AND DISCLAIMERS


Neither party warrants to the
other that the Products that Licensee may manufacture or sell pursuant to this
Agreement will not Infringe any Intellectual Property or trademark right
possessed by any third parties. 

ARTICLE 9. COMPETITION 

In order to ensure Licensee’s
undivided attention and maximum efforts on behalf of the Products, Licensee
agrees not to manufacture, market, sell or distribute products which would
compete with the Products during the term of this Agreement. 

ARTICLE 10. EFFECTIVENESS AND TERM OF AGREEMENT 

This Agreement shall be
effective as of the date first written above. The initial term of this Agreement
shall be five (5) years, which term shall be renewable for successive five (5)
year periods thereafter at the option of the Licensor upon written notice. The
term of this Agreement may be terminated by Licensor at any time upon 180 days
notice to Licensee. The term of this Agreement may be terminated by Licensee
only as provided in Article 11(a) hereof. No further Royalty shall accrue
hereunder after the termination (or deemed termination pursuant to Article 11)
of this Agreement. 







ARTICLE 11. INTERNATIONAL ACQUISITION TRANSACTION 

(a) In the
event of an International Acquisition in which there is no IP Acquisition,
Licensee will be deemed to have terminated this Agreement. Upon such deemed
termination, Licensee will be required to pay Licensor a termination fee (the
“Termination Fee”) in an amount equal to ten percent (10%) of the Fair Market
Value of the Glad Local Business 

(b) In the
event of an International Acquisition in which there is an IP Acquisition,
Licensor will be deemed to have terminated this Agreement and no Termination Fee
shall be due or payable. 

ARTICLE 12. OBLIGATIONS UPON TERMINATION 

In the event of any expiration
or termination of this Agreement: 

(a) Licensee will return to Licensor, labels, packaging and advertising or
other promotional materials relating to any of the Products. Licensor at
Licensor’s sole option shall have the right to take back at the lower of market
price or incremental cost, any such labels, prints and literature, and Licensee
shall be obliged to return to Licensor without charge all materials received
without cost. 

(b) Licensee shall have the obligation to complete the manufacture of all
goods in process. Licensor or Licensor’s designee, at Licensor’s sole option,
shall have the right to purchase all raw materials, packaging materials and
finished goods still in stock after filling outstanding orders to the date of
termination. The price payable to Licensee with respect to such materials and
finished goods shall be the lower of market price or Licensee’s incremental
cost. Licensor in Licensor’s sole discretion may allow Licensee to sell finished
goods still in stock after the filling of outstanding orders, according to the
distribution and pricing schedule that was in effect for the quarter prior to
termination. 

(c) Licensee agrees that from the date of expiration or termination of this
Agreement, none of the Technology or Trademarks or any terms or devices similar
thereto, or to the Properties shall be used by Licensee. Licensee shall as soon
as it is practical, ensure that any reference to any Trademarks on its products,
premises, vehicles or documents are removed. Upon termination or expiration of
this Agreement Licensee shall immediately cease all use of the Technology and,
at Licensor’ option, promptly, return, delete or destroy all tangible
embodiments of the Technology in Licensee’s possession or control. 

(d) All
royalties, fees and other amounts payable by Licensee to Licensor through the
date of such expiration or termination shall become immediately due. 









ARTICLE 13. INDEMNITY 

(a) Licensee agrees to indemnify
and hold Licensor harmless from and against any loss, claim, liability, action,
cause of action or damages (including all costs and attorneys’ fees) for any
injury or damages occurring to third parties, or their property, in connection
with the Products manufactured or sold by Licensee and for such purpose to
maintain insurance, if such is available within the Territory, for the benefit
of Licensee and Licensor with such company or companies and containing such
limits as are satisfactory to Licensor. 

(b) Licensee shall also indemnify
and hold Licensor harmless from any liability, loss, damage or expense,
including reasonable attorneys’ fees and expenses, arising out of any claim or
suit involving the manufacture, labeling, sale, distribution or advertisement of
the Products by Licensee in violation of any law or regulation of the Territory
or country of export. 

(c) Licensor shall notify
Licensee of any such claim or suit, and Licensee shall have the right to defend
itself and, if Licensor consents, also defend Licensor through counsel of
Licensee’s choice provided such counsel is acceptable to Licensor. Licensor
shall also be free to retain Licensor’s own counsel, in which case Licensor’s
reasonable attorneys’ fees and expenses shall be covered by the indemnity set
forth in this Article 13. 

ARTICLE 14. TAXES 

Licensee agrees to procure
at Licensee’s sole cost any required registrations or governmental approval of
this Agreement and to pay any and all stamp, registration and import taxes and
all other taxes and duties which may be levied on Licensor and/or Licensee by
governmental entities within the Territory. Any taxes, fees or other charges
imposed by any government or any state in the Territory upon this Agreement or
upon the payments to be made to Licensor shall be paid by Licensee, both at
minimum rates and final computations, for and on behalf of Licensor and such
costs may not be deducted by Licensee from royalties as they become due. Except,
however, Licensee may withhold from amounts payable under this Agreement the
nonresident income tax of Licensor, if required by law. Licensee shall furnish
to Licensor all original tax receipts or other documentation necessary for
Licensor to verify payment of any tax, fee, or charge and to receive a foreign
tax credit or tax deduction. If such nonresident income taxes are withheld,
Licensee will supply Licensor with official government receipts which indicate
the amount of tax and date the tax was paid. 

ARTICLE 15. FORCE
MAJEURE 

The failure by either party
to perform any term of this Agreement when caused by or resulting from fire,
floods, embargoes, government regulations, war, acts of war (whether war be
declared or not), insurrections, riots, civil commotions, strikes, lockouts, job
actions, Acts of God or any other cause beyond the control of such party, and
which is a result thereof, shall not constitute a default or breach under any
term of this Agreement unless the said party fails to resume normal operations
within one hundred eighty (180) days, in which case the other party may declare
a default. 







ARTICLE 16. ASSIGNMENT AND
SUBLICENSES 

Licensee may not assign,
pledge, hypothecate, give a security interest in, encumber, or otherwise
transfer any interest in this Agreement or its obligations, rights, claims,
interests or monies due or to become due hereunder, or any materials
bearing any of the Trademarks, without the prior written consent of Licensor.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their successors and permitted assigns. Notwithstanding the
foregoing, subject to the terms and conditions of this Agreement, Licensee may
sublicense the Technology and Trademarks to only those persons or entities that
agree to abide by and uphold the terms and conditions of this Agreement
(including payment of all royalties and other fees related to the use of the
Technology and the Trademarks hereunder). 

ARTICLE 17. NO
AGENCY 

Nothing herein contained
shall be construed to constitute either party hereto as partner or joint
venturer or as agent or other representative of the other. Licensee is not
granted any right, power or authority to assume or create any obligation,
express or implied, on behalf of Licensor or in Licensor’s name, or to make any
purchase for Licensor’s account, or to bind Licensor in any manner or thing
whatsoever. Licensee shall have no right, power or authority to accept summons
or legal process for Licensor. In their operations hereunder, Licensor and
Licensee shall be independent contractors retaining complete control over and
bearing sole liability for each of their own operations and employees.


ARTICLE 18. AMENDMENTS 

This Agreement shall not be
changed, modified, abrogated or superseded unless by a writing signed by both
parties. 

ARTICLE 19. SEVERABILITY 

Should any part or
provision of this Agreement be held unenforceable or in conflict with the law of
any jurisdiction, the validity of the remaining parts or provisions shall not be
affected by such holding unless the part or provision which is held to be
unenforceable or in conflict with the law of the jurisdiction is an essential
term of the contract in which event the contract shall be deemed terminated.


ARTICLE 20. CAPTIONS 

The titles of the Articles
of this Agreement are intended only to facilitate reference and shall not be
used in interpreting the meaning of this Agreement. 

ARTICLE 21. TRANSLATION 

Should this Agreement be
translated into any other language but English, the English version shall remain
controlling and prevail on any question of interpretation or otherwise.


ARTICLE 22. NO
WAIVER 

None of the terms of this
Agreement may be waived except by a writing signed by the waiving party. The
failure of either party hereto to enforce, or the delay by either party in
enforcing, any of its rights under this Agreement shall not be deemed a
continuing waiver or a modification thereof
and either party may, within the time provided by applicable law, commence
appropriate legal action to enforce any or all of such rights.








ARTICLE 23. GOVERNING
LAW 

This Agreement shall be
governed and construed in accordance with the laws of the State of California,
United States of America and the laws of the United States of America as applied
therein, in both cases without regard to the conflict of law principles thereof.
The acts or laws of a foreign government shall not be considered force majeure
or otherwise excuse a departure from this Agreement. It is the intent of the
parties that their relations under this Agreement be governed exclusively as
specified herein. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
Oakland/San Francisco, California in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award may
be entered in any court having jurisdiction thereof. The parties hereby waive
any claim whatsoever that any such controversy or claim is nonarbitrable on the
grounds of public policy. The arbitrator(s) shall have the power to: (1) order
such discovery as, in the arbitrator(s) discretion, shall contribute to a just
and speedy resolution of the controversy or claim and to impose sanctions for
breaches of such orders; (2) award attorneys’ fees and costs to a party
prevailing on a controversy or claim or part thereof; and (3) award preliminary
and final injunctions and awards of specific performance, it being the intent of
the parties that such relief be granted liberally. Any arbitrator shall be
fluent in the English language and familiar with the consumer products industry.
The arbitration proceeding will be held in the English language and all opinions
and awards will be issued in English. The costs of the arbitration and
enforcement of the award shall be an issue determined by the arbitrator(s). Each
of the parties hereto will be entitled to an injunction, restraining order or
other equitable relief to prevent breaches of the provisions of this Agreement.


ARTICLE 24. LOCAL LAWS AND
STANDARDS OF BUSINESS CONDUCT


(a) Licensee acknowledges
Licensee’s responsibilities under the local laws and regulations applicable to
Licensee’s operation under this Agreement and will always conduct Licensee’s
business under this Agreement in a manner meeting the highest ethical standards.


(b) Any failure of Licensee to
abide by this Article that brings harm or injury to the name, good will, or
reputation of Licensor or Licensor’s affiliated companies, the Trademarks, or
the Products shall be grounds for termination of this Agreement by Licensor.


ARTICLE 25. RECORDATION OF
AGREEMENT 

This Agreement, or an
extract hereof, may be recorded at the discretion of Licensor in the proper
offices and registries in the Territory and Licensee shall execute any documents
considered by Licensor to be necessary to effect such recordation. In the event
of the termination of this Agreement, Licensee shall execute any documents
considered by Licensor necessary to effect cancellation of the recordation of
this Agreement, and Licensor may cancel such recordation without the consent of
Licensee. 







ARTICLE 26. NOTICES 

Any notice, offer or demand desired or required to be given
hereunder shall be in writing and deemed given when personally delivered or sent
by first class registered or certified airmail or by facsimile addressed as
respectively set forth above under “PARTIES”, or to such other address as any
party shall have previously designated by such a notice. Any notice so delivered
personally shall be deemed to be received on the date of receipted delivery, any
notice given by registered airmail shall be deemed to have been received 5 days
after the same has been posted, and any facsimile shall be deemed to be received
on the business day following the date of the facsimile. 

ARTICLE 27. INTEGRATION 

This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof.
There are no agreements, representations, warranties, covenants or undertakings
with respect to the subject matter hereof and thereof other than those expressly
set forth herein. This Agreement supersedes all other prior agreements and
understandings between the parties with respect to the subject matter hereof,
including the agreements, if any, set forth on Exhibit D, which shall, upon the
execution of this Agreement, terminate and be of no further force or effect.


ARTICLE 28. THIRD PARTY
BENEFICIARIES 

P&G Sub shall be a
third party beneficiary of this Agreement and shall have the right to enforce
the rights of Licensor hereunder solely to the extent that Licensee breaches
this Agreement and Licensor fails to enforce such rights within thirty (30) days
being requested by P&G to do so. Except as expressly provided in this
Article 28, nothing in this Agreement, express or implied, is intended to confer
upon any person, other than the parties hereto or their respective successors
and permitted assigns, any rights, remedies, benefits, obligations or
liabilities of any nature whatsoever under or by reason of this Agreement.


ARTICLE 29. COUNTERPARTS 

This Agreement may be
executed in any number of counterparts, and by the different parties on separate
counterparts each of which will be deemed an original, but all of which will
constitute one and the same instrument. 

ARTICLE 30. DEFINITIONS 

The following terms, as
used in this Agreement, shall have the definitions set forth in this Article 30
and constitute part of the terms and conditions of this Agreement: 

“Affiliate” shall mean any entity that is a direct or indirect subsidiary of a
party, including any entity that is at least 40% owned, directly or indirectly,
by a party, or any entity that owns, directly or indirectly, at least 40% of a
party, or otherwise controls or is controlled by a party, or which is a joint
venture which is at least 40% owned by a party or another affiliate of a party.


“Call Right” shall have the meaning set forth in the JV Agreement.







“Clorox” shall mean The Clorox Company, a Delaware corporation.


“Fair Market Value” shall have the meaning set forth in the JV
Agreement.


“Glad Global
Business” shall have the meaning
set forth in the JV Agreement. 

“Glad Local Business” shall mean the Glad Global Business conducted by
the Licensee in the Territory. 

“Infringement” shall have the meaning set forth in Article 7(f)
hereof. 

“Intellectual Property” shall mean any and all intellectual property,
including, without limitation, patents, copyrights, software, trade secrets,
technology, inventions, specifications, know-how, processes, formulae, product
descriptions and other technical or proprietary information. 

“International Acquisition” shall mean the sale, disposition or other
transfer to a Third Party of all or substantially all of the equity interests of
Licensee or of all or substantially all the business, assets and properties of
Licensee used in the Glad Local Business, but excluding (i) any transaction in
connection with which the Put Right or the Call Right is exercised, (ii) any
Third-Party Sale in connection with which Clorox exercises its right to cause a
sale and (iii) any transaction in connection with which the Tag-Along Right is
exercised. 

“IP Acquisition” shall have the meaning set forth in the JV
Agreement. 

“JV Agreement” shall mean the Amended and Restated Joint
Venture Agreement, dated as of January 31, 2003, between Licensor, P&G Sub
and certain of their respective Affiliates, as such agreement may be amended,
supplemented or otherwise modified in accordance with the terms thereof.


“P&G License Agreement” shall mean the License Agreement, dated as of
January 31, 2003, between P&G Sub and Licensor, as such agreement may be
amended, supplemented or otherwise modified in accordance with the terms
thereof. 

“P&G Sub” shall mean Procter & Gamble RHD Inc., an Ohio
corporation.

“Prior Agreement” shall have the meaning set forth in Article 27
hereof. 

“Products” shall mean the products set forth in Exhibit A, as may be amended from
time to time pursuant to Article 2 herein. 

“Properties” shall have the meaning set forth in Article 7(a) hereof. “Put Right”
shall have the meaning set forth in the JV Agreement. 

“Tag-Along Right” shall have the meaning set forth in the JV
Agreement. 







“Technology” shall mean any and all Intellectual Property owned or held by Licensor,
from time to time, which Licensor has the right to license or sublicense to
Licensee, that is used or useful in connection with the manufacture,
packaging, production, distribution, sale, offer for sale, advertisement,
promotion of or in relation to the Products, expressly excluding the
Intellectual Property licensed to Licensor under the P&G License Agreement.


“Termination Fee” shall have the meaning set forth in Article
11(a) hereof. “Territory” shall mean the territories set forth in Exhibit B.


“Third-Party Sale” shall have the meaning set forth in the JV
Agreement. 

“Trademarks” shall mean any and all trademarks, service marks, trade names, brand
names, corporate names, domain names, URLs, logos and trade dress, together with
the goodwill symbolized by any of the foregoing and all common law rights
relating to any of the foregoing, owned or held by Licensor, from time to time,
which Licensor has the right to license or sublicense to Licensee, that is used
or useful in the manufacture, packaging, production, distribution, sale, offer
for sale, advertisement, promotion or any other manner of use whatsoever on or
in relation to the Products, expressly excluding any trademarks, service marks,
trade names, brand names, corporate names, domain names, URLs, logos or trade
dress licensed to Licensor under the P&G License Agreement. 







IN WITNESS WHEREOF, this
Agreement has been executed as of the date first above written. 


(“Licensor”)

THE GLAD PRODUCTS COMPANY


	By:  	 



	Name:  	 



	Title:  	 





(“Licensee”)

 

	By:  	 



	Name:  	 



	Title:  	 





Signature Page 







EXHIBIT A 

DESCRIPTION OF
PRODUCTS 







EXHIBIT
B 

DESCRIPTION OF
TERRITORY 







EXHIBIT C 

DESCRIPTION OF
ROYALTY 

Licensee agrees to pay
Licensor royalties as follows:


For Products sold bearing the Trademarks:


“Net Sales” shall be
defined as the gross amount billed for the Products less trade or quantity
discounts, credits or allowances. 







EXHIBIT D 

SUPERSEDED
AGREEMENT(S)