EXHIBIT 10(xvi)
THE CLOROX COMPANY
MANAGEMENT INCENTIVE COMPENSATION PLAN
As Amended and Restated Effective
as of July 17, 2002
1. PURPOSE
The purpose of The Clorox Company Management Incentive Compensation Plan (the
"Plan") is to attract and retain the best available personnel for positions of substantial
responsibility and to provide an incentive for officers and employees of The Clorox
Company (the "Company") and its subsidiaries and to recognize and reward those officers
and employees. The Company’s executive officers are eligible to earn short-term incentive
awards under this Plan and under the Company’s Executive Incentive Compensation Plan.
2. DEFINITIONS
The following terms will have the following meaning for purposes of the Plan:
(a) "Award" means a bonus paid in cash.
(b) "Board" means the Board of Directors of the Company.
(c) "Chief Executive Officer" means the chief executive officer of the Company.
(d) "Committee" means the Employee Benefits and Management Compensation Committee
of the Board, or such other Committee designated by the Board to administer the Plan.
(e) "Employee" means any person employed by the Company or any Subsidiary.
(f) "Officer" means a person who is an officer of the Company within the meaning of
Section 16 of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder.
(g) "Participant" means an Employee selected by the Committee to participate
in the Plan.
(h) “Retirement” means termination of employment with the Company, other than by
reason of death or disability, (1) at age 65, (2) at at least age 55 with at least ten years of
vesting service under The Clorox Company Pension Plan or (3) with at least 20 years of
vesting service under The Clorox Company Pension Plan.
(i) "Subsidiary" means any corporation in which the Company, directly or indirectly,
controls 50 percent or more of the total combined voting power of all classes of stock.
(j) "Year" means a fiscal year of the Company.
3. AWARDS
(a) Within 90 days after the beginning of each Year, the Committee will select Participants
for the Year and establish in writing the method by which the Awards will be calculated for
that Year. The Committee may provide for payment of all or part of the Award in the case of
retirement, death, disability or change of ownership of control of the Company or a
Subsidiary during the Year.
(b) For the Chief Executive Officer and the Executive Committee, the Committee shall
determine and certify the amount of the Award, if any, to be made. The Committee may
increase, decrease or eliminate, any Award calculated under the methodology established in
accordance with paragraph (a) in order to reflect additional considerations relating to
performance.
(c) For Officers (other than the Executive Committee) and all other participants, the Chief
Executive Officer shall determine and certify the amount of the Award, if any, to be made.
The Chief Executive Officer may increase, decrease or eliminate, any Award calculated
under the methodology established in accordance with paragraph (a) in order to reflect
additional considerations relating to performance.
(e) Awards will be paid to the Participants following certification and no later than ninety
(90) days following the close of the Year with respect to which the Awards are made.
(f) The Company shall withhold from the payment of any Award hereunder any amount
required to be withheld for taxes.
5. TERMINATION OF EMPLOYMENT
Except as may be specifically provided in an Award pursuant to Section 3(a), a Participant
shall have no right to an Award under the Plan for any Year in which the Participant is not
actively employed by the Company or its Subsidiaries on June 30 of such Year. When
establishing Awards each Year, the Committee may also provide that in the event a
Participant is not employed by the Company or its Subsidiaries on the date on which the
Award is paid, the Participant may forfeit his or her right to the Award paid under the Plan.
6. ADMINISTRATION
The Plan will be administered by the Committee. The Committee will have the authority to
interpret the Plan, to prescribe rules relating to the Plan and to make all determinations
necessary or advisable in administering the Plan. Decisions of the Committee with respect to
the Plan will be final and conclusive.
7. UNFUNDED PLAN
Awards under the Plan will be paid from the general assets of the Company, and the rights of
Participants under the Plan will be only those of general unsecured creditors of the Company.
8. AMENDMENT OR TERMINATION OF THE PLAN
The Committee may from time to time suspend, revise, amend or terminate the Plan.
9. APPLICABLE LAW
The Plan will be governed by the laws of California.
10. NO RIGHTS TO EMPLOYMENT
Nothing contained in the Plan shall give any person the right to be retained in the
employment of the Company or any of its Subsidiaries. The Company reserves the right to
terminate any Participant at any time for any reason notwithstanding the existence of the
Plan.
11. NO ASSIGNMENT
Except as otherwise required by applicable law, any interest, benefit, payment, claim or right
of any Participant under the Plan shall not be sold, transferred, assigned, pledged,
encumbered or hypothecated by any Participant and shall not be subject in any manner to any
claims of any creditor of any Participant or beneficiary, and any attempt to take any such
action shall be null and void. During the lifetime of any Participant, payment of an Award
shall only be made to such Participant. Notwithstanding the foregoing, the Committee may
establish such procedures as it deems necessary for a Participant to designate a beneficiary to
whom any amounts would be payable in the event of any Participant's death.
