Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 268K
2: EX-10.11 The Clorox Company Annual Incentive Plan HTML 29K
3: EX-10.12 The Clorox Company 2005 Stock Incentive Plan HTML 111K
4: EX-10.13 Form of Performance Share Award Agreement Under HTML 61K the Company's 2005 Stock
5: EX-10.14 Form of Restricted Stock Unit Award Agreement HTML 53K
Under the Company's 2005 Stock
6: EX-10.15 Form of Nonqualified Stock Option Award Agreement HTML 57K
7: EX-10.16 Form of Severance Plan for Clorox Executive HTML 72K
Committee Members
8: EX-10.17 Supplemental Executive Retirement Plan Restated HTML 74K
Effective January 5, 2005
9: EX-31.1 Certification by the Chief Executive Officer of HTML 16K
the Company
10: EX-31.2 Certification by the Chief Financial Officer of HTML 15K
the Company
11: EX-32 Certification by the Chief Executive Officer and HTML 11K
Chief Financial Officer
16: EX-101.CAL XBRL Calculations -- clx-20090930_cal XML 78K
12: EX-101.INS XBRL Instance -- clx-20090930 XML 330K
15: EX-101.LAB XBRL Labels -- clx-20090930_lab XML 259K
14: EX-101.PRE XBRL Presentations -- clx-20090930_pre XML 166K
13: EX-101.SCH XBRL Schema -- clx-20090930 XSD 40K
‘EX-10.13’ — Form of Performance Share Award Agreement Under the Company’s 2005 Stock
THE CLOROX
COMPANY 2005 STOCK INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
NOTICE OF PERFORMANCE SHARE
GRANT The
Clorox Company, a Delaware company (the “Company”), grants to the Grantee named
below, in accordance with the terms of The Clorox Company 2005 Stock Incentive
Plan (the “Plan”) and this performance share award agreement (the “Agreement”),
the following number of Performance Shares on the terms set forth
below:
Within 75
days following the last day of the Performance Period, provided the
Grantee has remained in the employment or service of the Company or its
Subsidiaries through such date (except for a termination of employment or
service due to death, Disability or Retirement, as provided
below)
AGREEMENT
1.
Grant of Performance
Shares. The Company hereby grants to
the Grantee the Target Award set forth above, payment of which is
dependent upon the achievement of certain performance goals more fully
described in Section 3 of this Agreement. This Award is subject to the
terms, definitions and provisions of the Plan and this Agreement. All
terms, provisions, and conditions applicable to the Performance Shares set
forth in the Plan and not set forth herein are incorporated by reference.
To the extent any provision hereof is inconsistent with a provision of the
Plan, the provisions of the Plan will govern. All capitalized terms that
are used in this Agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Plan.
2.
Nature and
Settlement of Award. The Performance
Shares awarded pursuant to this Agreement represent the opportunity to
receive Shares of the Company and Dividend Equivalents on such Shares (as
described in Section 4 below). The Company shall deliver to the
Participant one Share for each Performance Share earned (plus any accrued
Dividend Equivalents), rounded down to the nearest whole share, less any
Shares withheld in accordance with the provisions of Section 7 of this
Agreement. Settlement shall occur on a date chosen by the Committee, which
date shall be within seventy-five (75) days following the last day of the
Performance Period, or any deferred settlement date established pursuant
to Section 6 of this Agreement, whichever is later (the “Settlement
Date”), and except as specifically provided in Section 5 of this
Agreement, provided the Grantee has remained in the employment or service
of the Company or its Subsidiaries through the Settlement
Date.
3.
Determination of
Number of Performance Shares Earned.
a.
Notwithstanding anything herein
to the contrary, no Performance Shares will be eligible to be earned
pursuant to Section 3 of this Agreement unless the Company’s cumulative
operating profit (“Operating Profit”), calculated as described in
paragraph c. below and certified in writing by the Committee, over the
period commencing July 1, 2009 and ending June 30, 2012 (the “Performance
Period”) exceeds $3,115,000. If the Company’s cumulative Operating Profit
over the Performance Period does not exceed $3,115,000, all Performance
Shares shall be forfeited as of the last day of the Performance
Period.
b.
Subject to achievement of the
Operating Profit goal set forth in paragraph a. above, the number of
Performance Shares earned, if any, for the Performance Period shall be
determined in accordance with the following
formula:
# of Performance Shares = Payout
Percentage x Target Award
The “Payout
Percentage” is based on cumulative economic profit (“EP”) calculated as
described in paragraph c. below at the end of the Performance Period, determined
in accordance with the following table:
FY10 –
FY12
Payout
Less than
$1,212MM
0%
=$1,212MM
50%
=$1,247MM
75%
=$1,282MM
100%
=$1,317MM
125%
>=$1,352MM
150%
Measurement period is
FY10-FY12
Interim percentages to be
interpolated.
Notwithstanding the above, the
Committee shall have the discretion to adjust the EP levels set forth in
the above table to reflect the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes or other extraordinary
events not foreseen at the time the targets were established, in each
case, as determined by the Committee in its sole and absolute discretion,
and, if applicable, shall condition the determination of the number of
Performance Shares earned under this paragraph 3.b upon the satisfaction
of the adjusted EP levels. All Performance Shares that are not earned for
the Performance Period shall be forfeited as of the last day of the
Performance Period.
c.
Operating Profit is
net sales minus costs of sales, research and development, advertising and
promotion and administrative expenses. Operating Profit for each year
during the Performance Period shall be adjusted on a dollar-for-dollar
basis for the impact of the following events (each an “Event”): (1) the
acquisition or divestiture of a business; (2) the adoption of new or
revised accounting pronouncements or changes to application of accounting
pronouncements; and (3) the incurrence of a non-cash restructuring and/or
asset impairment charge. Notwithstanding the foregoing, no adjustment
shall be made unless the aggregate financial impact of all Events exceeds
$20 million in Operating Profit during the Performance Period. Cumulative
EP will be the sum of annual EP results over the measurement period, as
determined by the Committee. Annual EP is defined as Earnings Before
Interest & Taxes (“EBIT”), adjusted for non-cash restructuring
charges, times one minus the tax rate, less capital charge.
4.
Dividend
Equivalent Rights. No Dividend
Equivalents shall be paid to the Grantee prior to the settlement of the
award. Rather, such Dividend Equivalent payments will accrue and be
notionally credited to the Grantee’s Performance Share account and paid
out at the Payout Percentage in the form of additional Shares (the
“Dividend Equivalent Shares”) upon settlement of the award, as described
in Section 2 above.
5.
Termination of Continuous Service. Except as otherwise provided below, if the Grantee’s employment
or service with the Company and its Subsidiaries is terminated for any
reason prior to the Settlement Date, all Performance Shares and Dividend
Equivalents subject to this Agreement shall be immediately
forfeited.
a.
Termination due to
Death or Disability. If the Grantee’s
termination of employment or service is due to death or Disability, all
Performance Shares and Dividend Equivalents shall immediately vest and
will be paid upon completion of the Performance Period based on the level
of performance achieved as of the end of such Performance
Period.
b.
Termination due to
Retirement. If the Grantee’s
termination of employment or service is due to Retirement and is more than
twelve (12) months from the Date of Grant set forth in this Agreement, the
Performance Shares shall vest on a pro rata monthly basis, including full
credit for partial months elapsed, and will be paid upon completion of the
Performance Period based on the level of performance achieved as of the
end of such Performance Period; provided, however, that this provision
shall not apply in the event the Grantee’s employment or service is
terminated for Cause. The amount of the vested Award may be computed under
the following formula: Target Award times (number of full months elapsed
in Performance Period divided by number of full months in Performance
Period) times percent performance level achieved as of the end of the
Performance Period. Dividend Equivalents accrued through Grantee’s date of
termination due to Retirement shall be paid at the same time as the
settlement of the vested Performance Shares.
Definition of
“Retirement.” For purposes of this
Agreement, the term “Retirement” shall mean termination of employment or
service as an Employee after (i) twenty (20) or more years of “vesting
service” as defined in The Clorox Company Pension Plan (“Vesting
Service”), or (ii) attaining age fifty-five with ten (10) or more years of
Vesting Service.
d.
Definition of
“Disability.” For purposes of this
Agreement, the Grantee’s employment shall be deemed to have terminated due
to the Grantee’s Disability if the Grantee is entitled to long-term
disability benefits under the Company’s long-term disability plan or
policy, as in effect on the date of termination of the Grantee’s
employment.
6.
Election
to Defer Settlement. Prior to the
commencement of the last year of the Performance Period, Grantee may elect
to defer the settlement of the Performance Shares from the last day of the
Performance Period until a date at least two years following such date, or
until Grantee’s later termination of employment or service. If Grantee
makes such an election, it will become irrevocable on the date of such
election. If Grantee makes such an election, any Dividend Equivalents
awarded with respect to such deferred Performance Shares shall also be
deferred under the same terms. If Grantee makes such an election, but a
transaction occurs that subjects Grantee’s Performance Shares to Section
19 of the Plan prior to the settlement date, Grantee’s deferral election
will terminate and Grantee’s Performance Shares and Dividend Equivalents
will be settled as of the date of that transaction. The Company may
terminate any deferral hereunder if a change in law requires such
termination.
7.
Taxes. Pursuant to Section 16 of
the Plan, the Committee shall have the power and the right to deduct or
withhold, or require the Grantee to remit to the Company, an amount
sufficient to satisfy any applicable tax withholding requirements
applicable to this Award. The Committee may condition the delivery of
Shares upon the Grantee’s satisfaction of such withholding obligations.
The Grantee may elect to satisfy all or part of such withholding
requirement by tendering previously owned Shares or by having the Company
withhold Shares having a Fair Market Value equal to the minimum statutory
withholding rate that could be imposed on the transaction (or such other
rate that will not result in a negative accounting impact) or in such
other manner as is acceptable to the Company. Such election shall be
irrevocable, made in writing, signed by the Grantee, and shall be subject
to any restriction or limitations that the Committee, in its sole
discretion, deems appropriate.
8.
Transferability of Performance Shares. Performance Shares shall not be transferable by the Grantee other
than by will or by the laws of descent or distribution. For avoidance of
doubt, Shares issued to the Grantee in settlement of Performance Shares
pursuant to Section 2 of this Agreement shall not be subject to any of the
foregoing transferability restrictions.
9.
Protection of Trade Secrets and Limitations on
Retention.
a.
Definitions.
i.
“Affiliated Company”
means any organization controlling, controlled by or under common control
with the Company.
ii.
“Confidential Information” means technical or business information not readily available to
the public or generally known in the trade, including inventions,
developments, trade secrets and other confidential information, knowledge,
data and know-how of the Company or any Affiliated Company, whether or not
they originated with the Grantee, or information which the Company or any
Affiliated Company received from third parties under an obligation of
confidentiality.
“Conflicting Product”
means any product, process, machine, or service of any person or
organization, other than the Company or any Affiliated Company, in
existence or under development that (1) resembles or competes with a
product, process, machine, or service upon or with which the Grantee shall
have worked during the two years prior to the Grantee’s termination of
employment with the Company or any Affiliated Company or (2) with respect
to which during that period of time the Grantee, as a result of his/her
job performance and duties, shall have acquired knowledge of Confidential
Information, and whose use or marketability could be enhanced by
application to it of Confidential Information. For purposes of this
section, it shall be conclusively presumed that the Grantee has knowledge
of information to which s/he has been directly exposed through actual
receipt or review of memorandum or documents containing such information
or through actual attendance at meetings at which such information was
discussed or disclosed.
iv.
“Conflicting Organization” means any person or organization that is engaged in or about to
become engaged in research on or development, production, marketing or
selling of a Conflicting Product.
b.
Right to Retain
Shares Contingent on Protection of Confidential
Information. In partial consideration
for the award of these Performance Shares, the Grantee agrees that at all
times, both during and after the term of Grantee’s employment with the
Company or any Affiliated Company, to hold in the strictest confidence,
and not to use (except for the benefit of the Company at the Company’s
direction) or disclose (except for the benefit of the Company at the
Company’s direction), regardless of when disclosed to the Grantee, any and
all Confidential Information of the Company or any Affiliated Company.
Grantee understands that for purposes of this Section 9.b, Confidential
Information further includes, but is not limited to, information
pertaining to any aspect of the business of the Company or any Affiliated
Company which is either information not known (or known as a result of a
wrongful act of Grantee or of others who were under confidentiality
obligations as to the item or items involved) by actual or potential
competitors of the Company or other third parties not under
confidentiality obligations to the Company. If, prior to the expiration of
the Performance Period or at any time within one (1) year after the
Settlement Date, the Grantee discloses or uses, or threatens to disclose
or use, any Confidential Information other than in the course of
performing authorized services for the Company (or any Affiliated
Company), the Performance Shares, whether vested or not, will be
immediately forfeited and cancelled, and the Grantee shall immediately
return to the Company the Shares or the pre-tax income derived from any
disposition of the Shares.
c.
Right to Retain
Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of these
Performance Shares, the Grantee agrees that the Grantee’s right to the
Shares upon settlement of the Performance Shares is contingent upon the
Grantee refraining, during the term of the Performance Period and for a
period of one (1) year after the Settlement Date, from rendering services,
directly or indirectly, as director, officer, employee, agent, consultant
or otherwise, to any Conflicting Organization except a Conflicting
Organization whose business is diversified and that, as to that part of
its business to which the Grantee renders services, is not a Conflicting
Organization, provided that the Company shall receive separate written
assurances satisfactory to the Company from the Grantee and the
Conflicting Organization that the Grantee shall not render services during
such period with respect to a Conflicting Product. If, prior to the
expiration of the Performance Period or at any time within one (1) year
after the Settlement Date, the Grantee shall render services to any
Conflicting Organization other than as expressly permitted herein, the
Performance Shares, whether vested or not, will be immediately forfeited
and cancelled, and the Grantee shall immediately return to the Company the
Shares or the pre-tax income derived from any disposition of the Shares.
THE GRANTEE UNDERSTANDS THAT THIS
PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM
RENDERING SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE
FORFEITURE OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE
SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD
CHOOSE TO RENDER SUCH SERVICES DURING THE TERM OF THE PERFORMANCE PERIOD
OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT
DATE.
No Interference with Customers
or Suppliers. In partial consideration for the award
of these Performance Shares and to forestall the disclosure or use of
Confidential Information as well as to avoid Grantee’s intentional
interference with the contractual relations of the Company or any
Affiliated Company or Grantee’s intentional interference with prospective
economic advantage of the Company or any Affiliated Company, the Grantee
agrees that for a period of one (1) year after the date of settlement of
the Performance Shares, s/he shall not, for himself/herself or any third
party, directly or indirectly, use Confidential Information to divert or
attempt to divert from the Company (or any Affiliated Company) any
business of any kind in which it is engaged, or to intentionally solicit
its customers with which it has a contractual relationship as to
Conflicting Products, or interfere with the contractual relationship with
any of its suppliers or customers (collectively, “Interfere”). If, during
the term of the Performance Period or at any time within one (1) year
after the Settlement Date, the Grantee breaches his/her obligation not to
Interfere, the Performance Shares, whether vested or not, will be
immediately forfeited and cancelled, and the Grantee shall immediately
return to the Company the Shares or the pre-tax income derived from any
disposition of the Shares. For avoidance of doubt, the term “Interfere”
shall not include any advertisement of Conflicting Products through the
use of media intended to reach a broad public audience (such as
television, cable or radio broadcasts, or newspapers or magazines) or the
broad distribution of coupons through the use of direct mail or through
independent retail outlets.
e.
No Solicitation of
Employees. In partial consideration for
the award of these Performance Shares and to forestall the disclosure or
use of Confidential Information, the Grantee agrees that for a period of
one (1) year after the date of settlement of the Performance Shares,
Grantee shall not, for himself/herself or any third party, directly or
indirectly, solicit for employment any person employed by the Company, or
by any Affiliated Company, during the period of the solicited person’s
employment and for a period of one (1) year after the termination of the
solicited person’s employment with the Company or any Affiliated Company
(collectively “Solicit”). If, during the term of the Performance Period or
at any time within one (1) year after the Settlement Date, the Grantee
breaches his/her obligation not to Solicit, the Performance Shares,
whether vested or not, will be immediately forfeited and cancelled, and
the Grantee shall immediately return to the Company the Shares or the
pre-tax income derived from any disposition of the Shares.
f.
Injunctive and
Other Available Relief. By acceptance
of these Performance Shares, the Grantee acknowledges that, if the Grantee
were to breach or threaten to breach his/her obligation hereunder not to
Interfere or Solicit or not to disclose or use any Confidential
Information other than in the course of performing authorized services for
the Company (or any Affiliated Company), the harm caused to the Company by
such breach or threatened breach would be, by its nature, irreparable
because, among other things, damages would be significant and the monetary
harm that would ensue would not be able to be readily proven, and that the
Company would be entitled to injunctive and other appropriate relief to
prevent threatened or continued breach and to such other remedies as may
be available at law or in equity. Any forfeiture or cancellation of the
Performance Shares pursuant to any of Sections 9.b through 9.e above shall
not restrict, abridge or otherwise limit in any fashion the types and
scope of injunctive and other available relief to the Company under this
Section 9.f.
10.
Repayment
Obligation. In the event that (i) the
Company issues a restatement of financial results to correct a material
error and (ii) the Committee determines, in good faith, that Grantee’s
fraud or willful misconduct was a significant contributing factor to the
need to issue such restatement and (iii) some or all of the Performance
Shares that were granted and/or earned prior to such restatement would not
have been granted and/or earned, as applicable, based upon the restated
financial results, the Grantee shall immediately return to the Company the
Performance Shares or any Shares or the pre-tax income derived from any
disposition of the Shares previously received in settlement of the
Performance Shares that would not have been granted and/or earned based
upon the restated financial results (the “Repayment Obligation”). The
Company shall be able to enforce the Repayment Obligation by all legal
means available, including, without limitation, by withholding such amount
from other sums owed by the Company to Grantee.
11.
Miscellaneous Provisions.
a.
Rights as a
Stockholder. Neither the Grantee nor
the Grantee’s transferee or representative shall have any rights as a
stockholder with respect to any Shares subject to this Award until the
Performance Shares have been settled and Share certificates have been
issued to the Grantee, transferee or representative, as the case may
be.
Choice of Law, Exclusive
Jurisdiction and Venue. This Agreement
shall be governed by, and construed in accordance with, the laws of the
State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of
this Agreement to the substantive law of another jurisdiction. The courts
of the State of Delaware shall have exclusive jurisdiction over any
disputes or other proceedings relating to this Agreement, and venue shall
reside with the courts in New Castle County, Delaware, including if
jurisdiction shall so permit, the U.S. District Court for the District of
Delaware. Accordingly, Grantee agrees that any claim of any type relating
to this Agreement brought by Grantee against the Company or any Affiliated
Company, or any of their respective employees, directors or agents must be
brought and maintained in the appropriate court located in New Castle
County, Delaware, including if jurisdiction will so permit, in the U.S.
District Court for the State of Delaware. Grantee hereby consents to the
jurisdiction over Grantee of any such courts and waives all objections
based on venue or inconvenient forum.
c.
Modification or
Amendment. This Agreement may only be
modified or amended by written agreement executed by the parties hereto;
provided, however, that the adjustments permitted pursuant to Section 18
of the Plan may be made without such written agreement.
d.
Severability. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of this Agreement, and this Agreement
shall be construed and enforced to reflect the intent of the parties to
the fullest extent not prohibited by law, and in the event that such
provision is not able to be so construed and enforced, then this Agreement
shall be construed and enforced as if such illegal or invalid provision
had not been included. In amplification of the preceding sentence, in the
event that the time period or scope of any provision is declared by a
court or arbitrator of competent jurisdiction to exceed the maximum time
period or scope that such court or arbitrator deems enforceable, then such
court or arbitrator shall have the power to reduce the time period or
scope to the maximum time period or scope permitted by law.
e.
References to
Plan. All references to the Plan shall
be deemed references to the Plan as may be amended.
f.
Headings. The captions used in this Agreement are inserted for
convenience and shall not be deemed a part of this Agreement for
construction or interpretation.
g.
Interpretation. Any dispute regarding the interpretation of this
Agreement shall be submitted by the Grantee or by the Company forthwith to
the Board or the Committee, which shall review such dispute at its next
regular meeting. The resolution of such dispute by the Board or the
Committee shall be final and binding on all persons. It is the intention
of the Company and Grantee to make the promises contained in this
Agreement reasonable and binding only to the extent that it may be
lawfully done under existing applicable laws. This Agreement and the Plan
constitute the entire and exclusive agreement between Grantee and the
Company, and it supersedes all prior agreements or understandings, whether
written or oral, with respect to the grant of Performance Shares set forth
in this Agreement.
h.
Section 409A
Compliance. To the extent applicable,
it is intended that the Plan and this Agreement comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and any related regulations or other guidance
promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service (“Section 409A”). Any provision
of the Plan or this Agreement that would cause this Award to fail to
satisfy Section 409A shall have no force or effect until amended to comply
with Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A.
Notwithstanding
any provision of the Plan to the contrary, if the Grantee is a “specified
employee” (as defined in Section 1.409A-1(i) of the Treasury Department
Regulations) at the time of Grantee’s “separation from service” (as defined in
Section 1.409A-1(h) of the Treasury Department Regulations), and a payment to
Grantee under this Agreement is subject to Section 409A and is being made to
Grantee on account of Grantee’s separation from service, then to the extent not
paid on or before March 15 of the calendar year following the calendar year in
which the separation from service occurred, such payment shall be delayed until
the earlier of the date which is six (6) months after the date of Grantee’s
separation from service or the date of death of Grantee. Any payments that were
scheduled to be paid during the six (6) month period following the Grantee’s
separation from service, but which were delayed pursuant to this Section 11.h,
shall be paid without interest on, or as soon as administratively practicable
after, the first day following the six (6) month anniversary of Grantee’s
separation from service (or, if earlier, the date of Grantee’s death). Any
payments that were originally scheduled to be paid following the six (6) months
after Grantee’s separation from service shall continue to be paid in accordance
with their predetermined schedule.
THE CLOROX COMPANY
By:
Don Knauss
Its:
Chairman of the
Board and CEO
GRANTEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF THE PERFORMANCE SHARES PURSUANT TO THIS AGREEMENT IS EARNED ONLY BY
CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER) AND BY
ACHIEVEMENT OF THE PERFORMANCE CRITERIA AND BY COMPLIANCE WITH GRANTEE’S VARIOUS
OBLIGATIONS UNDER THIS AGREEMENT. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT
WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT
INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
GRANTEE’S EMPLOYMENT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT
CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE EXCEPT AS MAY BE REQUIRED BY
APPLICABLE LAW.
The Grantee acknowledges that a copy of
the Plan, Plan Information and the Company’s Annual Report and Proxy Statement
(the “Prospectus Information”) are available for viewing on the Company’s
Cloroxweb site at http://CLOROXWEB/hr/stock/. The Grantee
hereby consents to receive the Prospectus Information electronically, or, in the
alternative, to contact the HR Service Center at 1-800-709-7095 to request a
paper copy of the Prospectus Information. The Grantee represents that s/he is
familiar with the terms and provisions thereof, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Grantee has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of the Agreement. Grantee acknowledges and hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan or
this Agreement. Grantee further agrees to notify the Company upon any change in
the residence address indicated below.
Dated:
Signed:
Grantee
Residence
Address:
- 7 -
Dates Referenced Herein and Documents Incorporated by Reference