CLOROX CO /DE/
EXH. 10(VIII)(B):  OFFICER EMPLYOMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex108.htm
<DESCRIPTION>EXH. 10(VIII)(B):  OFFICER EMPLYOMENT AGREEMENT
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<head>
<title>EMPLOYMENT AGREEMENT</title>
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<div>
<p><b><u>EXHIBIT 10(viii)(b)</u></b></p>

<p align="center"></p>

<p align="center"></p>

<p align="center"><b>EMPLOYMENT AGREEMENT</b></p>

<p></p>

<p></p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; THIS
AGREEMENT, effective _____________, is between THE CLOROX COMPANY,
a Delaware corporation (the "Company"), and ______________ (the
"Executive").</p>

<p></p>

<p></p>

<p align="center"><b>RECITAL</b></p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company
and the Executive want to enter a written agreement concerning the
terms of the Executive's employment with the Company and the terms
of the termination of that employment.</p>

<p></p>

<p></p>

<p align="center"><b>TERMS OF AGREEMENT</b></p>

<p></p>

<p>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Term of
Employment</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Basic
Term</u>.&nbsp; The term of this Agreement shall commence on the
effective date of this Agreement and end upon the earliest of (i)
the second anniversary thereof (the "Term Date"), as, and to the
extent, extended under Section 1 (b), (ii) the date upon which the
Executive's employment is terminated in accordance with Section 4,
and (iii) the first day of the month following the Executive's 65th
birthday.</p>

<p></p>

<p><u>Extension of Term</u>.&nbsp; Subject to Section 1(a)(iii) and
to Section 4, the Term Date will be automatically extended from the
inception of this Agreement until the Company gives the Executive
written notice that automatic extension has ceased and that this
Agreement is to be terminated on the Term Date as extended to that
point.&nbsp; The Company's right not to extend the Agreement shall
be with or without cause, and the Company's exercise of its right
not to extend the Agreement will not necessarily terminate the
Executive's employment with the Company.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

<p>(c)&nbsp;&nbsp; <u>Certain Definitions</u>.</p>

<p></p>

<p>The "Average Annual Bonus" shall mean the average annual bonus
the Executive received for the three (3) completed fiscal years
immediately preceding the Date of Termination under the
Company&rsquo;s Annual Incentive Plan (&ldquo;AIP Plan&rdquo;)
and/or the Company&rsquo;s Executive Incentive Compensation Plan
(&ldquo;EIC Plan&rdquo;), provided that the First Year Bonus
Target, shall be used in the average computation for any year in
which the Executive was not eligible to participate in the AIP Plan
and /or the EIC Plan for the full fiscal year.</p>

<p></p>

<p>(ii) &ldquo;Bonus Target&rdquo; means the annual bonus that the
Executive would have received in a fiscal year under the AIP Plan
and/or the EIC Plan, if the target goals had been achieved.</p>

<p></p>

<p>(iii) &ldquo;First Year Bonus Target&rdquo; means the
Executive&rsquo;s Bonus Target as of June 30 for the first fiscal
year in which he was eligible to participate in the AIP Plan and/or
the EIC Plan.</p>

<p></p>

<p>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Position, Duties,
Responsibilities</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Position</u>.&nbsp; The Company agrees to continue the Executive
in its employ, and the Executive agrees to continue employment with
the Company subject to the terms and conditions of this
Agreement.&nbsp; The Executive shall devote his best efforts and
the equivalent of full time employment to the performance of the
services customarily incident to the Executive's current office and
to such other services as may be reasonably requested by the
Board.&nbsp; The Company shall retain full direction and control of
the means and methods by which the Executive performs the above
services and of the place(s) at which such services are to be
rendered.</p>

<p></p>

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

<p align="center"></p>

<p>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Salary; Incentive
Compensation; Benefits; Expenses</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Salary</u>.&nbsp; In consideration of the services to be
rendered hereunder, including, without limitation, services to any
Affiliated Company, the Executive shall be paid an annual base
salary ("Annual Base Salary") beginning at the level being paid on
the effective date, payable at the times and pursuant to the
procedures regularly established, and as they may be amended, by
the Company during the course of this Agreement.&nbsp; The Annual
Base Salary shall be reviewed periodically in accordance with the
Company's regular administrative practice for adjusting salaries of
Executive Officers (the Chairman of the Board, the CEO, the
President and other members of the Management Executive
Committee).&nbsp; The Company may reduce the Executive's salary
only if the salaries of other Executive Officers of the Company are
at the same time being similarly adjusted and if the percentage
reduction in the Executive's salary does not exceed that of the
other Executive Officers.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Annual
Incentive Plan;</u> <u>Executive Incentive Compensation Plan; Long
Term Compensation Program</u>.&nbsp; The Executive shall be
entitled to participate in the Company's Annual Incentive Plan (the
&ldquo;AIP Plan&rdquo;), the Executive Incentive Compensation Plan
(the "EIC Plan") and Stock-Based Long-Term Compensation Program
(the "LTC Program") in accordance with the Company's practice for
administering the AIP Plan, the EIC Plan and the LTC Program with
respect to Executive Officers, unless the Company suspends or
terminates one or more of the AIP Plan, the EIC Plan or the LTC
Program.&nbsp; For purposes of this Agreement, "LTC Program"
encompasses Stock-Based Awards made to the Executive under the 1987
Long-Term Incentive Plan, 1996 Stock Incentive Plan or any
subsequent stock-based incentive compensation plan.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Benefits</u>.&nbsp; As he becomes eligible therefor, the Company
shall provide the Executive with the right to participate in and to
receive benefits from all present and future welfare benefit plans,
practices, policies and programs (including without limitation,
medical, prescription drugs, dental, disability, salary
continuance, severance pay, employee life, group life, accidental
death and travel accident insurance plans and programs), all
incentive savings and retirement plans, practices and programs,
including without limitation the Supplemental Executive Retirement
Plan (the "SERP"), and all similar benefits, made available
generally to Executive Officers of the Company.&nbsp; The Executive
shall be entitled to annual vacation as determined in accordance
with Company policy, which shall be taken with the prior approval
of the Company.&nbsp; The amount and extent of benefits to which
Executive is entitled shall be governed by each specific benefit
plan, as it may be amended from time to time.&nbsp; The Executive
shall also be entitled to the death and disability benefits
described in Section 4.&nbsp; The Company may suspend or terminate
any benefit plan described in this Section 3(c).</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Expenses</u>.&nbsp; The Company shall reimburse the Executive
for reasonable travel and other business expenses incurred by the
Executive in the performance of his duties hereunder in accordance
with the Company's general policies, as they may be amended from
time to time during the course of this Agreement.</p>

<p></p>

<p>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Termination of Employment</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>By
Death</u>.&nbsp; The Executive's employment shall terminate
automatically upon his death.&nbsp; The Company shall pay to the
Executive's beneficiaries or estate, as appropriate, the salary to
which he is entitled pursuant to Section 3 (a) through the end of
the month in which death occurs.&nbsp; The Company shall also pay
the Executive's beneficiaries or estate, as appropriate, a pro rata
portion (through the date of death) of the Executive's target AIP
and EIC Plan award for the fiscal year of his death.&nbsp; After
the payments called for in this Section 4(a) are made, the
Company&rsquo;s obligations hereunder shall terminate.&nbsp; This
Section shall not affect entitlement of the Executive's estate or
beneficiaries to death benefits under any benefit plan of the
Company.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>By
Disability</u>.&nbsp; Should the Executive begin to receive
benefits under the Company's Long Term Disability Plan, the
Executive's employment may terminate at the Company's option.&nbsp;
If the Company so elects, the Company shall pay the salary to which
the Executive is entitled pursuant to Section 3(a) through the date
of termination, and in lieu of any AIP and EIC Plan award under
Section&nbsp;3(b) for the fiscal year in which termination occurs,
the Company shall pay the Executive a pro rata portion (through the
termination date) of the Executive's target AIP and EIC Plan award
for the fiscal year of the termination.&nbsp; Thereafter the
Company's obligations hereunder shall terminate.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>By
Company For Cause</u>.&nbsp; The Company may terminate the
Executive's employment for Cause (as defined below) at any time
without notice and without liability.&nbsp; The Company shall pay
the Executive the salary to which he is entitled pursuant to
Section 3(a) through the end of the day upon which termination
occurs, and thereafter the Company's obligations hereunder shall
terminate. The Executive shall not be entitled to any AIP and EIC
Plan award pursuant to Section 3(b) for the fiscal year in which
termination occurs.&nbsp; Termination shall be for Cause if:</p>

<p></p>

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

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii) the
Executive commits a material act of dishonesty, fraud,
misrepresentation or other act of moral turpitude;</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) the
Executive exhibits gross negligence in the course of
employment;</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iv) the
Executive fails to obey a lawful direction of the Board of
Directors; or</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp; (v) the Executive acts in any other manner inconsistent with
the Company&rsquo;s best interests and values.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>By the
Executive or the Company At Will</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)
<u>Termination by the Company</u>.&nbsp; The Company may, at any
time, terminate the Executive's employment without Cause.&nbsp; If
the Company does so, the severance payment provisions of Section 6
shall apply and the Company shall have no additional
liability.&nbsp; The Executive hereby agrees that the Company may
dismiss him under this Section 4(d)(i) without regard (A) to any
general or specific policies (whether written or oral) of the
Company relating to the employment or termination of its employees,
or (B) to any statements made to the Executive, whether made orally
or contained in any document, pertaining to the Executive's
relationship with the Company.&nbsp; Nothing in this Section
4(d)(i) shall prevent the Company from exercising its right under
Section 4(c) to terminate the Executive's employment for Cause, and
such a termination (regardless of when made) shall not give rise to
damages under Section 6.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) <u>Termination by the Executive</u>.&nbsp; Except in the case
of Retirement as provided in Section 4(d)(iii), the Executive may,
upon giving at least 10 business days' written notice to the
Company, terminate his employment, without liability, for any
reason.&nbsp; If the Executive terminates his employment pursuant
to this Section 4(d)(ii), the Company shall pay the Executive&nbsp;
the salary&nbsp; to which he is entitled pursuant to Section 3(a)
through the end of the 10 business days notice period, and
thereafter the Company's obligations hereunder shall
terminate.&nbsp; The Executive shall not be entitled to any AIP and
EIC Plan award pursuant to Section 3(b) for the fiscal year in
which he terminates.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) <u>The
Executive's Retirement</u>.&nbsp; If the Executive is eligible to
begin receiving benefits pursuant to the SERP, then upon giving at
least three month's written notice to the Company of his election
to do so, the Executive may terminate his employment and begin
receiving SERP benefits.&nbsp; Such a termination constitutes
"Retirement" for purposes of this Agreement.&nbsp; Upon the
Executive's Retirement, the Company shall pay the Executive the
salary to which he is entitled pursuant to Section 3(a) through the
last day of his employment.&nbsp; In addition, the Executive shall
be entitled to receive a pro rata portion calculated upon the
proportion of the fiscal year during which the Executive was
employed of the Executive's AIP and/or EIC Plan award for the
fiscal year of his Retirement.&nbsp; The award will be paid after
the close of the fiscal year at the same time that AIP and EIC Plan
award payments are made to employed Executives.&nbsp; The award
will be a percentage of the Executive's AIP and/or EIC Plan target
award for that fiscal year based upon the application of the
overall corporate results factor and the division and/or functional
results factor, if applicable, of the AIP and/or EIC Plan award
calculation matrix.&nbsp; The award will not be based on any
personal objectives factor; thus, the individual modifier to be
applied to the corporate and business and/or functional results
will be calculated at 100%.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Termination Obligations</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) The
Executive hereby acknowledges and agrees that all personal property
and equipment furnished to or prepared by the Executive in the
course of or incident to his employment, belong to the Company and
shall, if physically returnable, be promptly returned to the
Company upon termination of his employment.&nbsp; "Personal
property" includes, without limitation, all books, manuals,
records, reports, notes, contracts, lists, blueprints, and other
documents, computer media or materials, or copies thereof, and
Proprietary Information (as defined below).&nbsp; Following
termination, the Executive will not retain any written or other
tangible material containing any Proprietary Information.</p>

<p></p>

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

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii) The
Executive's obligations under Sections 4(e), 5, 7 and 14 shall
survive termination of his employment and the expiration of this
Agreement.</p>

<p></p>

<p>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Post Termination
Obligations</u>.</p>

<p></p>

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

<p align="center"></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>General Restrictions on Use of Proprietary
Information</u>.&nbsp; The Executive agrees to hold all Proprietary
Information in strict confidence and trust for the sole benefit of
the Company and not to, directly or indirectly, disclose, use,
copy, publish, summarize, or remove from Company's premises any
Proprietary Information (or remove from the premises any other
property of the Company), except (i) during his employment to the
extent necessary to carry out the Executive's responsibilities
under this Agreement, and (ii) after termination of his employment
as specifically authorized in writing by the Board.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Non-Solicitation and Non-Raiding</u>.&nbsp; To forestall the
disclosure or use of Proprietary Information in breach of Section
5(b), and in consideration of this Agreement, Executive agrees that
for a period of two years after termination of his employment, he
shall not, for himself or any third party, directly or indirectly
(i) divert or attempt to divert from the Company (or any Affiliated
Company) any business of any kind in which it is engaged,
including, without limitation, the solicitation of its customers as
to products which are directly competitive with products sold by
the Company at the time of the Executive's termination, or
interference with any of its suppliers or customers, or (ii)
solicit for employment any person employed by the Company, or by
any Affiliated Company, during the period of such person's
employment and for a period of one year after the termination of
such person's employment with the Company.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Contacts with the Press</u>.&nbsp; Following termination, the
Executive will continue to abide by the Company's policy that
prohibits discussing any aspect of Company business with
representatives of the press without first obtaining the permission
of the Company's Public Relations Department.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Remedies</u>.&nbsp; Nothing in this Section 5 is intended to
limit any remedy of the Company under the California Uniform Trade
Secrets Act (California Civil Code Section 3426), or otherwise
available under law.</p>

<p></p>

<p>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Severance Payments; Requirement of Mitigation; Release</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Severance Payments</u>.&nbsp; The Company and the Executive
acknowledge that it would be impractical or extremely difficult to
fix the Executive's actual damages in the case of termination at
will by the Company pursuant to Section 4(d)(i).&nbsp; Therefore,
in the event of such a termination and notwithstanding any other
provision of this Agreement, in exchange for and in consideration
of Executive's execution and non-revocation of a General Release
("Release") in a form substantially equivalent to the attached
Exhibit, and subject to the mitigation provisions of Section 6(b),
the Executive shall be entitled to severance payments made up of
the following components:</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)
<u>Salary Component</u>.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp; Payment, promptly after termination, of a
lump sum amount equal to salary, at a monthly rate equal to the
highest monthly base salary rate in effect during the twelve month
period preceding the termination of employment times the number of
months in the remaining term of this Agreement as determined in
Sections 1(a)(i) or (iii) had the termination not occurred, or
until the Executive's death if that occurs first (the "Severance
Payment Period").&nbsp;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

<p>(ii) <u>AIP and EIC Plan Components</u>.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A) Payment, promptly after termination, of a lump sum amount equal
to 75% of his Average Annual Bonus, prorated to the date of
termination.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (B) In
addition, payment, promptly after termination, of a lump sum amount
equal to 75% of the Executive's Average Annual Bonus times the
number of months remaining in the Severance Payment Period divided
by twelve (12).</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)
<u>Medical/Dental Plans Component</u>.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (A)
Continuation for the Severance Payment Period on the same basis as
an employee of the Company of the right to participate in any
Medical and/or Dental Benefit Plans as and if offered by the
Company to its salaried employees.&nbsp; The Executive shall not
participate in any other Company sponsored welfare benefit plans
after the termination of employment.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (B) In
addition, if at the end of the Severance Payment Period the
Executive will be age 55 or older and at least 10 years will have
passed since the beginning of the Executive's last period of
employment with the Company, continuation of the right to
participate in Medical and/or Dental Plans as and if offered to
former employees whose employment terminated at or after age 55
with ten or more years of service on the same terms and conditions
as for such former employees including premium contributions from
the Executive as in effect from time to time.&nbsp; Such right to
participate shall apply from the time such coverage would otherwise
terminate pursuant to (iii)(a) and shall continue until the
Executive attains age 65; thereafter the Executive may participate
in the Company's Retiree Health Plan as and if it may exist from
time to time in the future, if he would be eligible to participate
pursuant to the terms of that Plan.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv) <u>SERP Component</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Continuation of benefit credits and service accruals under the SERP
during the Severance Payment Period, if, at the end of that period
and taking into account such service accruals the Executive will be
age 55 or older and will be credited with ten or more years of
service under the SERP.&nbsp; During this period, benefit credits
shall be based on the compensation required to be paid under (i)
and (ii)(A) and (B), above, without regard to any adjustment made
pursuant to paragraph 6(b) below.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (v) <u>LTC
Program Component</u>.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(A) If the Executive qualifies for continuation of benefit credits
and service accruals under the SERP pursuant to (iv) above, then
for purposes of the LTC Programs his termination of employment will
be deemed to be a Termination of Employment Due to Retirement
occurring at the end of the Severance Payment Period if the
Executive irrevocably elects prior to the beginning of the
Severance Payment Period to begin retirement benefits under the
Company's Pension Plan and the SERP at the conclusion of the
Severance Payment Period.&nbsp; If he does not so elect, all LTC
Program awards which remain at the date of termination will be
treated pursuant to subsection (B) below.</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (B) If the
Executive does not qualify for continuation of benefit credits and
service accruals under the SERP pursuant to (iv) above, or does not
make the election described in Section 6(a)(v)(A), then for
purposes of all LTC Program awards, he will be deemed to have
terminated employment on the day prior to the beginning of the
Severance Payment Period.&nbsp; Whether any LTC Program award is
forfeited in such a case will be determined by the terms of the
award and the plan pursuant to which it was awarded.</p>

<p></p>

<p>&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (vi)
<u>Automobile Component</u>.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Executive shall be entitled to purchase the Company-leased
automobile, if any, being used by the Executive prior to
termination at the "buyout amount" specified by the vehicle's
lessor.</p>

<p></p>

<p>The parties acknowledge that the amounts and benefits provided
in (i) through (vi) above constitute a reasonable estimate of and
compensation for any damages the Executive may suffer as the result
of his termination of employment under this Agreement.</p>

<p></p>

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

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Coordination of Benefits</u>.&nbsp; The Executive's medical and
dental benefit coverage under 6(a)(iii)(A) and/or (B) shall be
secondary to medical and/or dental coverage provided to the
Executive by a subsequent employer and the Executive will make
every good faith effort to participate in any such coverage.&nbsp;
For any period during which the Executive does not make such a good
faith effort the Executive's medical and dental plan coverage under
6(a)(iii)(A) and/or (B) shall be completely suspended.&nbsp; If
medical and dental benefit coverage ceases to be provided by the
subsequent employer, Executive may have his 6(a)(iii)(A) and/or (B)
coverage from the Company become his primary coverage again.&nbsp;
The Severance Payment Period shall not be subtracted from the
period of months for which the Executive is eligible for benefits
under the Consolidated Omnibus Budget Reconciliation Act of
1985.</p>

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Lack
of Participation in Qualified Plans</u>.&nbsp; Upon termination of
employment the Executive shall cease to participate in any
qualified benefit plan maintained by the Company, such as the
Pension Plan and the 401(k) Plan, and the Executive shall also
cease to participate in any welfare benefit plan maintained by the
Company, except as otherwise provided in (a)(iii) above or under
the terms of such plan.&nbsp; No employee or employer contributions
will be made to any qualified benefit plan based on any bonus paid
after the termination of the Executive's employment.</p>

<p></p>

<p>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Successors</u>.</p>

<p></p>

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

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.</p>

<p></p>

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

<p></p>

<p>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Notices</u>.&nbsp; All
notices or other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly
given if delivered by hand or mailed, postage prepaid, by certified
or registered mail, return receipt requested, and addressed to the
Company at:</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Clorox Company</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1221 Broadway</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Oakland, CA&nbsp; 94612</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Attn:&nbsp; General Counsel</p>

<p></p>

<p>or to the Executive at the address written below the Executive's
signature on the last page of this document.</p>

<p></p>

<p>Notice of change of address shall be effective only when done in
accordance with this Section.</p>

<p></p>

<p>&nbsp; 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Entire
Agreement</u>.&nbsp; Together with the Change of Control Agreement
effective ___________ between the Executive and the Company, the
terms of this Agreement are intended by the parties to be the final
expression of their agreement with respect to the employment of
Executive by the Company and may not be contradicted by evidence of
any prior or contemporaneous agreement.&nbsp; The parties further
intend that this Agreement and said Change of Control Agreement
shall constitute the complete and exclusive statement of their
terms and that no extrinsic evidence whatsoever may be introduced
in any judicial, administrative, or other legal proceeding
involving either Agreement.&nbsp; The Change of Control Agreement
and this Agreement supersede any prior Agreements, written or oral,
between the Company and the Executive concerning the terms of his
employment.</p>

<p></p>

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

<p></p>

<p>
11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Severability; Enforcement</u>.&nbsp; The invalidity or
unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of
this Agreement.</p>

<p></p>

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

<p></p>

<p>
13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Executive Acknowledgment</u>.&nbsp; Executive acknowledges (a)
that he has consulted with or has had the opportunity to consult
with independent counsel of his own choice concerning this
Agreement and has been advised to do so by the Company, and (b)
that he has read and understands the Agreement, is fully aware of
its legal effect, and has entered into it freely based on his own
judgment.</p>

<p></p>

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

<p></p>

<p>
15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>Withholdings</u>.&nbsp; The Company may withhold from any
amounts payable pursuant to this Agreement such Federal, state,
local or foreign taxes as shall be required to be withheld pursuant
to any applicable law or regulation.</p>

<p align="center"></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

<p></p>

<p></p>

<p></p>

<p></p>

<p></p>

<p></p>

<p></p>

<p>The parties have duly executed this Agreement as of the
effective date that appears at the beginning of this Agreement.</p>

<p></p>

<p></p>

<p>THE CLOROX COMPANY</p>

<p>The Company</p>

<p></p>

<p></p>

<p></p>

<p></p>

<p></p>

<p>By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
P. D. Bewley
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(Executive)</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
It&rsquo;s Senior Vice President</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
_________________________</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(Address)</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
_________________________</p>

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
_________________________</p>

<p></p>

<p></p>

<br clear="all" />


<p><b><u>EXHIBIT</u></b></p>

<p></p>

<p align="center"><b><u>GENERAL RELEASE</u></b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>

<p><b>This document is an important one.&nbsp; You should review it
carefully and, if you agree to it, sign at the end on the line
indicated.</b></p>

<p></p>

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

<p></p>

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

<p></p>

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

<p></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
GENERAL&nbsp; RELEASE is entered into between The Clorox Company
(hereinafter referred to as "Employer") and ___________________
(hereinafter referred to as "Employee").&nbsp; Employer and
Employee agree as follows:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employee's
regular employment with Employer will terminate as of __________,
20__.&nbsp; Employee is ineligible for reemployment or
reinstatement with Employer.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Upon
Employee's acceptance of the terms set forth herein, the Employer
agrees to provide the Employee with compensation and benefits set
forth in Section 6 of the Employment&nbsp; Agreement&nbsp;
between&nbsp; the&nbsp; Employee&nbsp; and&nbsp; the Employer
effective as of
&shy;&shy;&shy;&shy;&shy;&shy;&shy;&shy;&shy;&shy;&shy;&shy;_______________,
20__, a copy of which is attached as the first Exhibit to this
General Release.&nbsp; A complete description of those benefits is
attached as the second Exhibit to this General Release.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3(a)&nbsp;&nbsp;&nbsp; In consideration of the Employer providing
Employee this compensation, Employee and Employee's heirs,
assignees and agents agree to release the Employer, all affiliated
companies, agents and employees and each of their successors and
assigns (hereinafter referred to as "Releasees") fully and finally
from any claims, liabilities, demands or causes of action which
Employee may have or claim to have against the Releasees at present
or in the future, except claims for vested benefits, if any.&nbsp;
The claims released&nbsp; may&nbsp; include,&nbsp; but&nbsp;
are&nbsp; not&nbsp; limited&nbsp; to,&nbsp; any&nbsp; tax&nbsp;
obligations&nbsp; as&nbsp; a&nbsp; result of the&nbsp;</p>

<p>payment of consideration referred to in paragraph 2, and claims
arising under federal, state or local laws prohibiting
discrimination in employment, including the Age Discrimination in
Employment Act (ADEA) or claims growing out of any legal
restrictions on the Employer's right to terminate its
employees.&nbsp; Claims of discrimination, wrongful</p>

<p>termination, age discrimination, and any claims other than for
vested benefits are hereby released.</p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) &nbsp; By signing this document, Employee agrees not to file a
lawsuit to assert such claims.&nbsp; Employee also agrees that if
Employee breaches this provision, Employee will be liable for all
costs and attorneys' fees incurred by any Releasee resulting from
such action.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By signing this document,
Employee is also expressly waiving the provisions of California
Civil Code section 1542, which provides as follows:</p>

<p></p>

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

<p></p>

<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By signing this document, Employee agrees and understands that
Employee is releasing unknown as well as known claims related to
Employee's employment in exchange for the compensation set forth
above.</p>

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

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employee
agrees to indemnify and hold Employer harmless from and against any
tax obligations for which Employee may become liable as a result of
this Release and/or&nbsp;&nbsp; payments&nbsp;&nbsp;
made&nbsp;&nbsp; pursuant&nbsp; to&nbsp;&nbsp; the&nbsp;&nbsp;
Employment&nbsp;&nbsp; Agreement,&nbsp; other&nbsp;&nbsp;
than&nbsp; tax obligations of the Employer resulting from the
nondeductibility of any payments made pursuant to this Release or
the Employment Agreement.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Agreeing
to this Release shall not be deemed or construed by either party as
an admission of liability or wrongdoing by either party.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This
Release, the Employment Agreement and the plan documents of plans
of The Clorox Company referred to in the Employment Agreement set
forth the entire agreement between Employee and the Employer.&nbsp;
This Release and the Employment Agreement are not subject to
modification except in writing executed by both of the
parties.&nbsp; The Clorox Company plans referred to in the
Employment Agreement may be amended in accordance with the
provisions of those plans.</p>

<br clear="all" />


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Employee
acknowledges by signing below that Employee has not relied upon any
representations, written or oral, not set forth in this
Release.</p>

<p></p>

<p></p>

<p></p>

<p></p>

<p>
<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p>Employee</p>

<p></p>

<p></p>

<p></p>

<p>
Dated:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p></p>

<p></p>

<p></p>

<p>THE&nbsp; CLOROX&nbsp; COMPANY</p>

<p></p>

<p></p>

<p></p>

<p></p>

<p>
By:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p></p>

<p></p>

<p></p>

<p>
Dated:<u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p></p>

<p></p>

<p></p>

<p></p>

<p></p>
</div>
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