SEC Info - Clorox Co/DE - ‘10-Q’ for 12/31/17

SEC Info℠

Home

Help

Please Sign In

Clorox Co/DE – ‘10-Q’ for 12/31/17 – ‘EX-10.1’

On: Friday, 2/2/18, at 4:16pm ET · For: 12/31/17 · Accession #: 21076-18-4 · File #: 1-07151

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/02/18  Clorox Co/DE                      10-Q       12/31/17   58:4.8M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report -- clxq2fy1810q                    HTML    424K 
 2: EX-10.1     Material Contract                                   HTML     31K 
 3: EX-10.2     Material Contract                                   HTML     34K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     20K 
13: R1          Document and Entity Information                     HTML     36K 
14: R2          Condensed Consolidated Statements of Earnings and   HTML     98K 
                Comprehensive Income (Unaudited)                                 
15: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML    102K 
16: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML     41K 
                (Parenthetical)                                                  
17: R5          Condensed Consolidated Statements of Cash Flows     HTML    104K 
                (Unaudited)                                                      
18: R6          Summary of Significant Accounting Policies          HTML     30K 
19: R7          Discontinued Operations                             HTML     29K 
20: R8          Inventories, Net                                    HTML     29K 
21: R9          Financial Instruments and Fair Value Measurements   HTML    133K 
22: R10         Debt                                                HTML     23K 
23: R11         Other Liabilities                                   HTML     33K 
24: R12         Income Taxes                                        HTML     30K 
25: R13         Net Earnings Per Share (Eps)                        HTML     52K 
26: R14         Comprehensive Income                                HTML     93K 
27: R15         Employee Benefit Plans                              HTML     42K 
28: R16         Other Contingencies and Guarantees                  HTML     29K 
29: R17         Segment Results                                     HTML     72K 
30: R18         Summary of Significant Accounting Policies          HTML     39K 
                (Policies)                                                       
31: R19         Inventories, Net (Tables)                           HTML     29K 
32: R20         Financial Instruments and Fair Value Measurements   HTML    118K 
                (Tables)                                                         
33: R21         Other Liabilities (Tables)                          HTML     28K 
34: R22         Net Earnings Per Share (Eps) (Tables)               HTML     52K 
35: R23         Comprehensive Income (Tables)                       HTML     91K 
36: R24         Employee Benefit Plans (Tables)                     HTML     39K 
37: R25         Segment Results (Tables)                            HTML     65K 
38: R26         Discontinued Operations (Summary of (Losses) Gains  HTML     24K 
                from Discontinued Operations) (Details)                          
39: R27         Inventories, Net (Details)                          HTML     28K 
40: R28         Financial Instruments and Fair Value Measurements   HTML     46K 
                (Narrative) (Details)                                            
41: R29         Financial Instruments and Fair Value Measurements   HTML     33K 
                (Schedule of the Effects of Derivative Instruments               
                Designated as Hedging Instruments) (Details)                     
42: R30         Financial Instruments and Fair Value Measurements   HTML    109K 
                (Schedule of Assets and Liabilities for Fair Value               
                Disclosure) (Details)                                            
43: R31         Debt (Details)                                      HTML     37K 
44: R32         Other Liabilities (Schedule of Other Liabilities)   HTML     27K 
                (Details)                                                        
45: R33         Other Liabilities (Narrative) (Details)             HTML     26K 
46: R34         Income Taxes (Details)                              HTML     40K 
47: R35         Net Earnings Per Share (Eps) (Schedule of Weighted  HTML     30K 
                Average Number of Shares) (Details)                              
48: R36         Net Earnings Per Share (Eps) (Share Repurchase      HTML     35K 
                Programs) (Details)                                              
49: R37         Comprehensive Income (Schedule of Comprehensive     HTML     48K 
                Income) (Details)                                                
50: R38         Comprehensive Income (Schedule of Changes in        HTML     46K 
                Accumulated Other Comprehensive Net (Losses)                     
                (Details)                                                        
51: R39         Comprehensive Income (Narrative) (Details)          HTML     29K 
52: R40         Employee Benefit Plans (Details)                    HTML     43K 
53: R41         Other Contingencies and Guarantees (Details)        HTML     34K 
54: R42         Segment Results (Narrative) (Details)               HTML     36K 
55: R43         Segment Results (Selected Financial Information     HTML     39K 
                Relating To Company's Segments ) (Details)                       
57: XML         IDEA XML File -- Filing Summary                      XML     99K 
56: EXCEL       IDEA Workbook of Financial Reports                  XLSX     54K 
 7: EX-101.INS  XBRL Instance -- clx-20171231                        XML   1.44M 
 9: EX-101.CAL  XBRL Calculations -- clx-20171231_cal                XML    187K 
10: EX-101.DEF  XBRL Definitions -- clx-20171231_def                 XML    337K 
11: EX-101.LAB  XBRL Labels -- clx-20171231_lab                      XML   1.04M 
12: EX-101.PRE  XBRL Presentations -- clx-20171231_pre               XML    564K 
 8: EX-101.SCH  XBRL Schema -- clx-20171231                          XSD    107K 
58: ZIP         XBRL Zipped Folder -- 0000021076-18-000004-xbrl      Zip    145K

‘EX-10.1’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.1

FIRST EXTENSION AND AMENDMENT OF THE AMENDED AND RESTATED JOINT VENTURE AGREEMENT DATED AS OF JANUARY 31, 2003

This First Extension and Amendment (this “Extension”) of the JV Agreement (defined below), by and among 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”), is made effective as of December 20, 2017 (“Effective Date”). Each of the P&G Parties, Clorox Parties, and Clorox is a “Party,” and collectively they are the “Parties.”

WHEREAS, the Parties have entered into the Amended and Restated Joint Venture Agreement, dated as of January 31, 2003 as amended by Amendment No. 1 entered into as of October 15, 2010 (as so amended, the “JV Agreement”); capitalized terms used but not defined herein will have the same meaning as ascribed to such terms in the JV Agreement;

WHEREAS, Section 6.3(a) of the JV Agreement provides that the Term of the Joint Venture may be extended beyond the twenty-year anniversary of the Closing Date (which such anniversary is January 31, 2023) if either the P&G Partners or Clorox delivers written notice to the other not less than five (5) years prior to the end of the Initial Term, and the Party receiving the notice agrees to such extension; and

WHEREAS, the Parties wish to extend the Initial Term, and to amend the JV Agreement in order to do so, as further described herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


1.	Section 6.3(a) of the JV Agreement is hereby deleted and replaced in its entirety with the following:

The term of the Joint Venture (the “Term”) will commence at the Closing and will expire at midnight, Eastern Time, on January 31, 2026 (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 at any time prior to midnight, Eastern Time, on January 31, 2025 requesting that the Term be extended for an additional seven (7) years after the end of the Initial Term. If the Party receiving the notice agrees to such extension, the Term will terminate at midnight, Eastern Time, on January 31, 2033, 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

Extension of JV Agreement 1

does not agree to such extension, the Term will automatically terminate at the end of the Initial Term.

Except as expressly set forth herein, the provisions of the JV Agreement shall remain in full force and effect, it being understood that, in the event of a conflict between the terms of this Extension and the JV Agreement, the terms of this Extension will take precedence. Article XI of the JV Agreement is incorporated into this Extension, mutatis mutandis. This Extension may be executed in any number of original, facsimile, or electronically mailed (including .PDF format) counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Extension of JV Agreement 2

IN WITNESS WHEREOF, each of the undersigned has executed this Extension or caused this Extension to be executed on its behalf as of the Effective Date.



THE CLOROX COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO	THE PROCTER & GAMBLE COMPANY By: /s/ *Christopher D. Rose* Name: Christopher D. Rose Title: Director, Global Bus. Development
THE GLAD PRODUCTS COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO	PROCTER & GAMBLE RHD, INC. By: /s/ *Christopher D. Rose* Name: Christopher D. Rose Title: Director, Global Bus. Development
GLAD MANUFACTURING COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO
CLOROX SERVICES COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO
THE CLOROX SALES COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO
CLOROX INTERNATIONAL COMPANY By: /s/ *Stephen M. Robb* Name: Stephen Robb Title: CFO

Extension of JV Agreement 3

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	1/31/33
	1/31/26
	1/31/25
	1/31/23
Filed on:	2/2/18	8-K
For Period end:	12/31/17	11-K, SD
	12/20/17	8-K
	10/15/10
	1/31/03	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/23  Clorox Co./DE                     10-K        6/30/23  133:15M
 8/10/22  Clorox Co./DE                     10-K        6/30/22  129:15M
 8/10/21  Clorox Co./DE                     10-K        6/30/21  131:16M
 8/13/20  Clorox Co./DE                     10-K        6/30/20  133:19M

↑Top

Filing Submission 0000021076-18-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)