RESTATED CERTIFICATE OF INCORPORATION
OF
THE CLOROX COMPANY
This corporation was originally incorporated on
September 5, 1986.
ARTICLE ONE
The name of the corporation is THE CLOROX COMPANY
ARTICLE TWO
The address of the registered office of the corporation in the
State of Delaware is 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of the registered agent of the
corporation at such address is The Corporation Trust Company.
ARTICLE THREE
The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation
shall have authority to issue is 755,000,000, consisting of
750,000,000 shares of Common Stock having a par value of $1.00
per share and 5,000,000 shares of Preferred Stock having a par
value of $1.00 per share.
The board of directors of the corporation is authorized,
subject to limitations prescribed by law and the provisions of
this Article Four, to provide for the issuance of the shares
of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and
the qualifications, limitations or restrictions thereof.
The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders
of a majority of the Common Stock, without a vote of the holders
of the Preferred Stock, or of any series thereof, unless a vote
of any such holders is required pursuant to the certificate or
certificates establishing the series of Preferred Stock.
ARTICLE FIVE
The business and affairs of the corporation shall be managed
by the board of directors which shall consist of not less than 9
persons. The exact number of directors shall be fixed from time
to time by, or in the manner provided in, the by-laws of the
corporation and may be increased or decreased as therein provided.
Directors of the corporation need not be elected by ballot unless
required by the by-laws. The board of directors is authorized to
adopt, amend or repeal the by-laws.
ARTICLE SIX
Part I
Vote Required For Certain Business Combinations
A. In addition to any affirmative vote required by law or
this Restated Certificate of Incorporation, and except
as otherwise expressly provided in Part II of this Article
Six, the following transactions:
(i) or any Subsidiary any merger or consolidation of
this corporation (as hereinafter defined) into or with
(a) any Interested Stockholder (as
hereinafter defined); or
(b) any other corporation (whether or not
it is an Interested Stockholder) which is, or after such merger
or consolidation would be, an Affiliate (as hereinafter defined)
of an Interested Stockholder; or
(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of
transactions) to or with any Interested Stockholder or any
Affiliate of any Interested Stockholder of any assets of this
corporation or any Subsidiary having an aggregate Fair Market
Value (as hereinafter defined) of more than ten percent (10%) of
the Fair Market Value of the consolidated total assets of this
corporation; or
(iii) the issuance or transfer by this corporation
or any Subsidiary (in one transaction or a series of transactions)
of any securities of this corporation or any Subsidiary to any
Interested Stockholder or any Affiliate of any Interested
Stockholder in exchange for cash, securities or
other property having an aggregate Fair Market Value of more
than ten percent (10%) of the Fair Market Value of the
consolidated total assets of this corporation; or
(iv) the adoption of any plan or proposal for the
liquidation of this corporation proposed by or on behalf of an
Interested Stockholder or any Affiliate of any Interested
Stockholder; or
(v) any reclassification of this corporation's
securities (including any reverse stock split), or recapitalization
of this corporation, or any merger or consolidation of this
corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested
Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of this
corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder;
shall require the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of the then outstanding
shares of stock of this corporation entitled to vote regularly
in the election of directors (the "Voting Stock") voting as a
single class (it being understood that for purposes of this
Article Six, each share of the Voting Stock other than Common
Stock shall have the number of votes granted to it pursuant to
Article Four of this Restated Certificate of Incorporation).
Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be
specified, by law or in any agreement with any national
securities exchange or otherwise.
B. The term "Business Combination" as used in this
Article Six shall mean any transaction which is referred to
in any one or more of clauses (i) through (v) of paragraph A
of Part I.
Part II
When Higher Vote Is Not Required
The provisions of Part I of this Article Six shall not
be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this
Restated Certificate of Incorporation, if all of the
conditions specified in either of the following paragraphs
A and B are met:
A. The Business Combination shall have been approved
by a majority of the Disinterested Directors (as hereinafter
defined).
B. All of the following conditions shall have been
met:
(i) The aggregate amount of the cash and the
Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by holders of Common Stock in such Business
Combination shall be at least equal to the higher of the
following:
(a) (if applicable) the highest per share
price paid by the Interested Stockholder for any shares of
Common Stock acquired by it (1) within the two year period
immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement
Date") or (2) in the transaction in which it became an
Interested Stockholder, whichever is higher; and
(b) the Fair Market Value per share of
Common Stock on the Announcement Date or on the date on
which the Interested Stockholder became an Interested
Stockholder (such latter date is referred to in this Article
Six as the "Determination Date"), whichever is higher.
(ii) The aggregate amount of the cash and the
Fair Market Value on the date of the consummation of the
Business Combination of consideration other than cash to
be received per share by the holders of shares of any other
class of outstanding Voting Stock shall be at least equal
to the highest of the following (it being intended that the
requirements of this paragraph B (ii) shall be required to
be met with respect to every class of outstanding Voting
Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of
Voting Stock):
(a) (if applicable) the highest per
share price paid by the Interested Stockholder for any
shares of such class of Voting Stock acquired by it (1)
within the two-year period immediately prior to the
Announcement Date or (2) in the transaction in which it
became an Interested Stockholder, whichever is higher;
(b) (if applicable) the highest
preferential amount per share to which the holders of
shares of such class of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation,
dissolution or winding up of this corporation; or
(c) the Fair Market Value per share of
such class of Voting Stock on the Announcement Date or on
the Determination Date, whichever is higher.
(iii) The consideration to be received by
holders of a particular class of outstanding Voting Stock
(including Common Stock) shall be in cash or in the same
form as the Interested Stockholder has previously paid
for shares of such class of Voting Stock. If the Interested
Stockholder has paid for shares of any class of Voting
Stock with varying forms of consideration, the form of
consideration for such class of Voting Stock shall be either
cash or the form used to acquire the largest number of
shares of such class of Voting Stock previously acquired by
it. The price determined in accordance with paragraphs B(i)
and B(ii) shall be subject to appropriate adjustment in the
event of any stock dividend, stock split, combination of
shares or similar event.
(iv) After such Interested Stockholder has
become an Interested Stockholder except as approved by a
majority of the Disinterested Directors, there shall have
been:
(a) no failure to declare and pay at the
regular date therefor any full quarterly dividends (whether
or not cumulative) on the outstanding Preferred Stock, if
any; and
(b) no reduction in the effective annual
rate of dividends paid on the Common Stock.
(v) After such Interested Stockholder has
become an Interested Stockholder, such Interested Stockholder
shall not have received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
corporation, whether in anticipation of or in connection with
such Business Combination or otherwise.
Part III
Certain Definitions
For the purpose of this Article Six:
A. A "person" shall mean any individual, firm,
corporation or other entity.
B. "Interested Stockholder" shall mean any person
(other than this corporation, any Subsidiary or any compensation
plan of this corporation) who or which:
(i) is the beneficial owner, directly or
indirectly, of more than 5% of the voting power of the
outstanding Voting Stock; or
(ii) is an Affiliate of this corporation and at
any time within the two-year period immediately prior to the
date in question was the beneficial owner, directly or
indirectly, of more than five percent (5%) of the voting
power of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise
acquired or succeeded to any shares of Voting Stock which
were at any time within the two-year period immediately
prior to the date in question beneficially owned by any
Interested Stockholder, if such assignment or succession
shall have occurred in the course of a transaction or
series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
C. A person shall be a "Beneficial Owner" of any
Voting Stock:
(i) which such person or any of its Affiliates
or Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(ii) which such person or any of its Affiliates
or Associates has:
(a) the right to acquire (whether such
right is exercisable immediately or only after the passage
of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or
(b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly
or indirectly, by any other person with which such person
or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
D. For the purpose of determining whether a person
is an Interested Stockholder pursuant to paragraph B of this
Part III, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through
application of paragraph C of this Part III but shall not
include any other shares of Voting Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2
of the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on March 1, 1984.
F. "Subsidiary" means any corporation of which a
majority of any class of equity securities is owned,
directly or indirectly, by this corporation; provided,
however, that for the purposes of the definition of
Interested Stockholder set forth in paragraph B of this
Part III, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity
securities is owned, directly or indirectly, by this
corporation.
G. "Disinterested Director" means any member of
the board of directors of this corporation (the "Board")
who is unaffiliated with the Interested Stockholder by
whom or on whose behalf, directly or indirectly, the
Business Combination is proposed or was a member of the
Board prior to the time that such Interested Stockholder
became an Interested Stockholder, and any successor of a
Disinterested Director who is unaffiliated with such
Interested Stockholder and is recommended to succeed a
Disinterested Director by a majority of Disinterested
Directors then on the Board.
H. "Fair Market Value" means:
(i) In the case of stock, the highest
closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock
as reported in the principal consolidated transaction
reporting system for securities listed or admitted to
trading on the New York Stock Exchange, or, if such stock
is not listed on such Exchange, on the principal United
States securities exchange, registered under the Securities
Exchange Act of 1934 on which stock is listed, or, if such
stock is not listed on such an exchange, the highest closing
bid quotation with respect to a share of such stock during
the 30-day period immediately preceding the date in question
on the National Association of Securities Dealers, Inc.
Automated Quotation System or any system then in use, and
(ii) in the case of property other than cash or
stock valued under (i) above, the fair market value of such
property on the date in question as determined in good faith
by a majority of the Disinterested Directors.
I. In the event of any Business Combination in which
this corporation is the surviving corporation, the phrase
"consideration other than cash to be received" as used in
clauses (i) and (ii) of paragraph B of Part II of this Article
Six shall include the Fair Market Value of the shares of
Common Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.
Part IV
Powers of The Board of Directors
A majority of the Disinterested Directors of this
corporation shall have the power and duty to determine for
the purposes of this Article Six, on the basis of information
known to them after reasonable inquiry:
A. whether a person is an Interested Stockholder;
B. the number of shares of Voting Stock beneficially
owned by any person;
C. whether a person is an Affiliate or Association
of another; and
D. whether the assets which are the subject of
any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by
this corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of more
than ten percent (10%) of the Fair Market Value of the
consolidated total assets of this corporation.
Part V
Fiduciary Obligations
Nothing contained in this Article Six shall be
construed to relieve any Interested Stockholder from
any fiduciary obligation imposed by law.
Part VI
Amendment Or Repeal
The provisions set forth in this Article Six may
not be amended or repealed in any respect, unless such
action is approved by the affirmative vote of the holders
of not less than eighty percent (80%) of the then
outstanding Voting Stock, voting as a single class.
ARTICLE SEVEN
Action shall be taken by stockholders of the
corporation only at annual or special meetings of
stockholders and stockholders may not act by written
consent.
ARTICLE EIGHT
Part I
Right To Indemnification
Each person who was or is made a party or is
threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"),
by reason of the fact that he or she, or a person of
whom he or she is the legal representative, is or was a
director or officer of this corporation or is or was
serving at the request of the corporation as a director
or officer of another corporation or of a partnership,
joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any
other capacity while serving as a director or officer
shall be indemnified and held harmless by the corporation
to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended, (but, in the case of
any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide
prior to such amendment) against all expenses, liability
and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by
such person in connection therewith; provided, however,
that the corporation shall indemnify any such person seeking
indemnity in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part
thereof) was authorized by the board of directors of the
corporation. Such right shall be a contract right and shall
include the right to be paid by the corporation expenses
incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, the payment of
such expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person
while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made only upon
delivery to the corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced
if it should be determined ultimately that such director or
officer is not entitled to be indemnified under this Article
Eight or otherwise. The corporation may, by action of the
board of directors, provide indemnification to employees and
agents of the corporation with a lesser or the same scope and
effect as the foregoing indemnification of directors and
officers.
Part II
Right of Claimant To Bring Suit
If a claim under Part I of this Article Eight is not
paid in full by the corporation within ninety days after a
written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its
final disposition where the required undertaking has been
tendered to the corporation) that the claimant has not
met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware
for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the
corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action
that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in said law, nor an actual
determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders)
that the claimant had not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant had not met the applicable
standard of conduct.
Part III
Non-Exclusivity Of Rights
The rights conferred on any person by Parts I and
II of this Article Eight shall not be exclusive of any
other right which such person may have or hereafter
acquire under any statute, provision of this Restated
Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
Part IV
Insurance
The corporation may maintain insurance, at its expense,
to protect itself and any such director or officer of the
corporation or of another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the
State of Delaware.
ARTICLE NINE
A director of this corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State
of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit.
This Restated Certificate of Incorporation of THE
CLOROX COMPANY was adopted by The Board of Directors of
this corporation in accordance with Section 245 & 242 of
the General Corporation Law of the State of Delaware.
It restates. integrates and further amends the provisions
of this corporation's Certificate of Incorporation.
THE CLOROX COMPANY
Date: November 19, 1999 By: /S/ G. C. SULLIVAN
G.C. Sullivan
Chairman of the Board and
Chief Executive Officer
Attest: /S/ PETER D. BEWLEY
Peter D. Bewley
Secretary
THE UNDERSIGNED, the duly elected, and qualified
Assistant Secretary of THE CLOROX COMPANY, a Delaware
corporation, does hereby certify the foregoing to be the
Restated Certificate of Incorporation of said Corporation.
Date: November 19, 1999 /S/ THOMAS W. HUCKABY
Thomas W. Huckaby