THE CLOROX COMPANY
INDEPENDENT DIRECTORS' STOCK-BASED COMPENSATION PLAN
Table of Contents
Page
ARTICLE I INTRODUCTION
1.01 Establishment of Plan 1
1.01 Purpose of Plan 1
1.02 Effective Date of Plan 1
ARTICLE II DEFINITIONS 1
ARTICLE III CREDITS
3.01 Transition Credits 3
3.02 Automatic Credits 3
3.03 Elective Credits 4
ARTICLE IV ACCOUNTS AND INVESTMENTS
4.01 Accounts 5
4.02 Deferred Stock Units 5
4.03 Deferred Cash Accounts 6
4.04 Hypothetical Nature of Accounts
and Investments 6
ARTICLE V PAYMENTS
5.01 Entitlement to Payment 6
5.02 Payment Commencement Date 7
5.03 Form and Amount of Payment 7
ARTICLE VI ADMINISTRATION
6.01 In General 8
6.02 Plan Amendment and Termination 8
6.03 Reports to Participants 8
6.04 Delegation of Authority 8
ARTICLE VII CHANGE OF CONTROL
7.01 Change of Control Defined 9
7.02 Effect of Change of Control 10
ARTICLE VII MISCELLANEOUS
8.01 Rights Not Assignable 11
8.02 Certain Rights Reserved 11
8.03 Withholding Taxes 11
8.04 Incompetence 11
8.05 Inability to Locate Participants
and Beneficiaries 11
8.06 Successors 12
8.07 Usage 12
8.08 Severability 12
8.09 Governing Law 13
ARTICLE I
ESTABLISHMENT AND PURPOSES OF PLAN
1.01 Establishment of Plan
The Company hereby establishes the Clorox Company Independent
Directors' Stock-Based Compensation Plan, a nonqualified
deferred compensation plan for the Independent Directors of
the Company. The Plan shall be an unfunded plan within the
meaning of the Internal Revenue Code of 1986, as amended.
It is intended that the Plan not cover employees and
therefore not be subject to the Employee Retirement
Income Security Act of 1974, as amended.
1.02 Purpose of Plan
The purpose of the Plan is to enhance the Company's ability
to attract and retain Independent Directors whose training,
experience and ability will promote the interests of the
Company and to directly align the interests of such
Independent Directors with the interests of the Company's
shareowners by providing compensation based on the value of
Clorox Common Stock. The Plan is designed to permit such
Independent Directors to defer the receipt of all or a
portion of the cash compensation otherwise payable to
them for services to the Company as members of the Board.
This Plan replaces the Company's Directors' Deferred
Compensation Plan and the Directors' Retirement Plan with
respect to persons who are the Independent Directors of the
Company on July 1, 1996, or who become such after that date.
1.03 Effective Date of Plan
Except as otherwise provided by Section 3.01, the Plan shall
apply only to a Participant's Director's Fees with respect
to service on and after July 1, 1996.
ARTICLE II
DEFINITIONS
Unless the context clearly indicates otherwise, the following
terms, when used in capitalized form in the Plan, shall have
the meanings set forth below:
Account shall mean a bookkeeping account established for a
Participant under Section 4.01.
Article shall mean an article of the Plan.
Beneficiary shall mean a Participant's beneficiary, designated
in writing and in a form and manner satisfactory to the Board,
or if a Participant fails to designate a beneficiary, or
if the Participant's designated Beneficiary predeceases
the Participant, the Participant's estate.
Board shall mean the Board of Directors of the Company.
Clorox Common Stock shall mean the common stock of the Company.
Closing Price shall mean, with respect to any date specified
by the Plan, the closing price of a share of Clorox Common
Stock on the composite tape of New York Stock Exchange issues
(or if there was no reported sale of Clorox Common Stock
on such date, on the next preceding day on which there was
such a reported sale).
Company shall mean The Clorox Company.
Deferred Stock Unit shall mean a hypothetical share of Clorox
Common Stock as described in Section 4.02.
Director's Fees shall mean the annual retainer and meeting
fees payable to a Participant for services to the Company
as an Independent Director. Director's Fees do not include
amounts credited to a Participant under Section 3.01 or
Section 3.02 hereof.
Exchange Act means the Securities Exchange Act of 1934,
as amended.
Independent Director means any individual who serves as a
member of the Board of Directors of the Company and who
is not an employee of the Company or any of its subsidiaries.
Participant means an Independent Director who is participating
in the Plan.
Payment Anniversary Date shall mean an anniversary of the
Payment Commencement Date.
Payment Commencement Date shall mean the first business day of
the Plan Year immediately following the Plan Year in which
the Participant terminates service as a member of the Board.
Plan shall mean this Clorox Company Independent Directors'
Stock-Based Compensation Plan, as set forth herein and as
amended from time to time.
Plan Year shall mean the calendar year.
Section shall mean a section of the Plan.
ARTICLE III
CREDITS
3.01 Transition Credits
(a) Retirement Plan Credits. As soon as practicable on
or after July 1, 1996, the Company shall credit to the
Account of each Participant a number of Deferred Stock Units
determined in accordance with the schedule set forth in
Appendix I to the Plan. The credits set forth in Appendix I
shall be provided in lieu of any benefits to which the
Participant otherwise would have been entitled under The
Clorox Company Directors' Retirement Plan as of its termination
on June 30, 1996.
(b) Deferred Compensation Plan Credits.
(1) Each Participant who has a balance standing to
his or her credit in the Directors' Deferred Compensation
Plan as of July 1, 1996, shall be permitted a one-time
election, on or before December 31, 1996, to convert all
or a portion of the balance standing to his or her credit
in the Directors' Deferred Compensation Plan to Deferred
Stock Units as of December 31, 1996. A Participant who
elects to convert all or a portion of his or her account
in the Directors' Deferred Compensation Plan to Deferred
Stock Units shall be credited with the number of Deferred
Stock Units determined by dividing the portion of his or
her account in the Directors' Deferred Compensation Plan on
December 31, 1996, for which such election is made by the
average of the daily Closing Price for the month of December
1996.
(2) A Participant who does not elect to convert all
of the balance standing to his or her credit in the Directors'
Deferred Compensation Plan to Deferred Stock Units shall have
the balance not converted transferred to a Deferred Cash
Account which, thereafter, shall be administered under the
terms of this Plan.
3.02 Automatic Credits
As of the last day of each Plan Year, the Company shall credit
Deferred Stock Units to each Participant's Deferred Stock Unit
Account equal to the number of Deferred Stock Units determined
by dividing Ten Thousand Dollars ($10,000) by the average of
the Closing Prices for the trading days in the month of
December. In the case of a Participant whose service as an
Independent Director terminates during the Plan Year, the
applicable dollar amount shall be determined by multiplying
Ten Thousand Dollars ($10,000) by a fraction, the numerator of
which shall be the number of full calendar quarters of service
as an Independent Director completed by the Participant during
the Plan Year and the denominator of which shall be four.
3.03 Elective Credits
(a) Subject to the provisions of this Section 3.03, a
Participant may make an irrevocable election, with respect
to each Plan Year, to receive all or a portion of his or her
Director's Fees for the year in the form of cash, shares of
Clorox Common Stock, deferred cash or Deferred Stock Units,
provided that an individual who becomes a Participant on the
Effective Date may elect to receive Director's Fees for the
first quarter of the Company's fiscal year 1997 only in the
form of cash or shares of Clorox Common Stock. An election
under this Section 3.03 shall be made in a form and manner
satisfactory to the Board and shall be effective for a Plan
Year only if made before the beginning of the Plan Year;
provided that (i) an individual who becomes a Participant
on the Effective Date may make an election to receive
Director's Fees in the form of cash, shares of Clorox Common
Stock, deferred cash or Deferred Stock Units for the second
quarter of the Company's fiscal year 1997 on or before
September 30, 1997, and (ii) any other individual who
becomes a Participant after the first day of a Plan Year
may make the election for that Plan Year within 30 days of
becoming a Participant. A Participant who does not file a
timely election for a Plan Year shall receive his or her
Director's Fees in cash.
(b) A Participant who elects to receive his or her
Director's Fees in the form of shares of Clorox Common Stock,
deferred cash, and/or Deferred Stock Units shall specify
the percentage of such Director's Fees (in multiples of 10%,
with an aggregate minimum of 50%) to be paid in the form
of shares of Clorox Common Stock, deferred cash or Deferred
Stock Units.
(c) A Participant who elects to receive shares of
Clorox Common Stock shall be distributed shares of Clorox
Common Stock as of the last day of each calendar quarter
equal to his or her accrued Director's Fees for the quarter,
multiplied by the percentage of such Director's Fees
previously selected by the Participant to be applied to the
purchase of shares of Clorox Common Stock, and divided by
the Closing Price as of the last trading day in such calendar
quarter. Cash shall be distributed in lieu of fractional
shares of Clorox Common Stock.
(d) A Participant who elects to receive deferred cash
shall have credited to his or her Deferred Cash Account as
of the last day of each calendar quarter an amount
determined by multiplying his or her accrued Director's
Fees for the quarter by the percentage of such Director's
Fees previously selected by the Participant to be received
as deferred cash.
(e) A Participant who elects to receive Deferred Stock
Units shall have credited to his or her Deferred Stock
Unit Account as of the last day of each calendar quarter
the number of Deferred Stock Units determined by multiplying
his or her accrued Director's Fees for the quarter by the
percentage of such Director's Fees previously selected by
the Participant to be applied to the purchase of Deferred
Stock Units, and dividing the product thereof by the Closing
Price as of the last trading day in such calendar quarter.
ARTICLE IV
ACCOUNTS AND INVESTMENTS
4.01 Accounts
A separate Account under the Plan shall be established
for each Participant. Such Account shall be (a) credited
with the amounts credited in accordance with Article III,
(b) credited (or charged, as the case may be) with the
investment results determined in accordance with Sections
4.02 and 4.03, and (c) charged with the amounts paid by
the Plan to or on behalf of the Participant in accordance
with Article V. Within each Participant's Account,
separate subaccounts (including, as necessary, a Deferred
Stock Unit Account and a Deferred Cash Account) shall be
maintained to the extent the Board determines them to be
necessary or useful in the administration of the Plan.
4.02 Deferred Stock Units
(a) Deemed Investment in Clorox Common Stock. Except
as provided in subsection (b), below, a Participant's
Deferred Stock Unit Account shall be treated as if it
were invested in Deferred Stock Units that are equivalent
in value to the fair market value of shares of Clorox
Common Stock in accordance with the following rules:
(1) Deemed Reinvestment Of Dividends. The number
of Deferred Stock Units credited to a Participant's
Deferred Stock Unit Account shall be increased on each
date on which a dividend is paid on Clorox Common Stock.
The number of additional Deferred Stock Units credited
to a Participant's Deferred Stock Unit Account as a result
of such increase shall be determined by (i) multiplying
the total number of Deferred Stock Units (excluding
fractional Deferred Stock Units) credited to the
Participant's Deferred Stock Unit Account immediately
before such increase by the amount of the dividend paid
per share of Clorox Common Stock on the dividend payment
date, and (ii) dividing the product so determined by the
Closing Price on the dividend payment date.
(2) Conversion Out of Deferred Stock Units. The
dollar value of the Deferred Stock Units credited to a
Participant's Deferred Stock Unit Account on any date shall
be determined by multiplying the number of Deferred Stock
Units (including fractional Deferred Stock Units) credited
to the Participant's Deferred Stock Unit Account by the
Closing Price on that date.
(3) Effect of Recapitalization. In the event of a
transaction or event described in this paragraph (3), the
number of Deferred Stock Units credited to a Participant's
Deferred Stock Unit Account shall be adjusted in such manner
as the Board, in its sole discretion, deems equitable. A
transaction or event is described in this paragraph (3) if
(i) it is a dividend (other than regular quarterly dividends)
or other distribution (whether in the form of cash, shares,
other securities, or other property), extraordinary cash
dividend, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up,
spin-off, repurchase, or exchange of shares or other securities,
the issuance or exercisability of stock purchase rights, the
issuance of warrants or other rights to purchase shares or
other securities, or other similar corporate transaction or
event and (ii) the Board determines that such transaction or
event affects the shares of Clorox Common Stock, such that
an adjustment pursuant to this paragraph (3) is appropriate
to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the
Plan.
(b) Change in Deemed Investment Election. A Participant who
elects to receive distribution of his or her Accounts in
annual installments will continue to have his or her Deferred
Stock Unit Account credited with Deferred Stock Units during
the installment period.
4.03 Deferred Cash Accounts
Deferred Cash Accounts shall be credited with interest at
an annual rate for each Plan Year equal to the Prime Lending
Rate of Wells Fargo Bank as in effect on January 1 of such
year. Interest shall be accrued to the date of the actual
payment and shall be compounded on a calendar quarter basis.
4.04 Hypothetical Nature of Accounts and Investments
Each Account established under this Article IV shall be
maintained for bookkeeping purposes only. Neither the Plan
nor any of the Accounts established under the Plan shall hold
any actual funds or assets. The Deferred Stock Units established
hereunder shall be used solely to determine the amounts to be
paid hereunder, shall not be or represent an equity security of
the Company, shall not be convertible into or otherwise entitle a
Participant to acquire an equity security of the Company and shall
not carry any voting or dividend rights.
ARTICLE V
PAYMENTS
5.01 Entitlement to Payment
(a) Credits to a Participant's Account under Section 3.03
shall be in lieu of payment to the Participant of the related
Director's Fees. Any payment under the Plan with respect to
an Account shall be made as provided in this Article V. The
right of any person to receive one or more payments under the
Plan shall be an unsecured claim against the general assets
of the Company.
(b) Amounts credited to a Participant's Deferred Cash
Account shall be paid in cash and amounts credited to a
Participant's Deferred Stock Unit Account shall be paid in
shares of Clorox Common Stock, except that a cash payment
will be made with any final installment for any fraction of a
Deferred Stock Unit remaining in the Participant's Account.
Such fractional Deferred Stock Unit shall be valued at the
Closing Price on the date of settlement.
5.02 Payment Commencement Date
Payments to a Participant with respect to the Participant's
Account shall begin as of the Participant's Payment
Commencement Date; provided that if a Participant dies before
the Participant's Payment Commencement Date, payment of the
entire value of the Participant's Account shall be made to
the Participant's Beneficiary in accordance with the provisions
of Section 5.03 after the Board receives all documents and
other information that it requests in connection with the
payment.
5.03 Form and Amount of Payment
(a) Five Annual Installments. A Participant shall receive
his or her Account in five annual installments unless the
Participant elects to receive his or her benefits under the
Plan in the form of a lump-sum payment in accordance with
subsection (b), below. Annual installments shall be payable
to the Participant beginning as of the Payment Commencement
Date and continuing as of each Payment Anniversary Date
thereafter until all installments have been paid. The first
annual installment shall equal one-fifth (1/5th) of the
value of the Participant's Account(s), determined as of the
Payment Commencement Date. Each successive annual installment
shall equal the value of the Participant's Account(s),
determined as of the Payment Anniversary Date, multiplied by a
fraction, the numerator of which is one, and the denominator
of which is the excess of five over the number of installment
payments previously made (i.e., 1/4th, 1/3rd, etc.). If the
Participant dies before the Participant's Payment Commencement
Date, or after the Participant's Payment Commencement Date
but before all five installments have been paid, the remaining
installments shall be paid to the Participant's Beneficiary
in accordance with the schedule in this subsection (a).
(b) Lump Sum. A Participant may elect to receive his or her
Account under the Plan in the form of a lump-sum payment in
lieu of the five installment payments determined under
subsection (a), above. The lump sum shall be payable to the
Participant in cash and shares of Clorox Common Stock on the
Payment Commencement Date. An election under this subsection
(b) shall be made in a form and manner satisfactory to the
Board and shall be effective as to the Participant only if
made prior to termination of service with the Board of
Directors. If the Participant dies before his or her
Payment Commencement Date having elected to receive
benefits in the form of a lump sum, a lump sum payment
shall be made to the Participant's Beneficiary on the
Payment Commencement Date.
ARTICLE VI
ADMINISTRATION
6.01 In General
(a) The Plan shall be administered by the Board. The
Board shall act by vote or written consent of a majority
of its members.
(b) The Board shall have the discretionary authority
to interpret the Plan and to decide any and all matters
arising under the Plan, including without limitation the
right to determine eligibility for participation, benefits,
and other rights under the Plan; the right to determine
whether any election or notice requirement or other
administrative procedure under the Plan has been adequately
observed; the right to determine the proper recipient of
any distribution under the Plan; the right to remedy
possible ambiguities, inconsistencies, or omissions by
general rule or particular decision; and the right otherwise
to interpret the Plan in accordance with its terms. The
Board's determination on any and all questions arising out
of the interpretation or administration of the Plan shall
be final, conclusive, and binding on all parties.
6.02 Plan Amendment and Termination
The Board may amend, suspend, or terminate the Plan at any
time; provided that no amendment, suspension, or termination
of the Plan shall, without a Participant's consent, reduce
the Participant's benefits accrued under the Plan before the
date of such amendment, suspension, or termination. If the
Plan is terminated in accordance with this Section 6.02, the
terms of the Plan as in effect immediately before termination
shall determine the right to payment in respect of any amounts
that remain credited to a Participant's Account upon termination.
6.03 Reports to Participants
The Board shall furnish an annual statement to each Participant or,
if the Participant is deceased, the Participant's Beneficiary)
reporting the value of the Participant's Account as of the end
of the most recent Plan Year.
6.04 Delegation of Authority
The Board may delegate to officers of the Company any and all
authority with which it is vested under the Plan, and the Board
may allocate its responsibilities under the Plan among its members.
ARTICLE VII
CHANGE OF CONTROL
7.01 Change of Control Defined
A Change of Control shall be deemed to occur on
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20%, or in the case of Henkel KGaA, or any person
controlled by it ("Henkel"), more than the percentage unit
of the Company's issued common stock agreed to in paragraph
4(a) of the June 18, 1981, agreement between the Company and
Henkel, as amended, of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding
Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change in
Control: (1) any acquisition directly from the Company;
(2) any acquisition by the Company, including any acquisition
which, by reducing the number of shares outstanding, is the
sole cause for increasing the percentage of shares
beneficially owned by any such Person or by Henkel to more
than the applicable percentage set forth above; (3) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or by any corporation
controlled by the Company; or (4) any acquisition by any
corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of Section 7.01(c); or
(b) Individuals who, as of July 1, 1996, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board, and if Henkel is not the acquiring
person, any individual nominated as a representative of
Henkel pursuant to the agreement between Henkel and the
Company dated July 16, 1986, shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election
or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(c) Consummation by the Company of a reorganization,
merger or consolidation or sale or other disposition of a
ll or substantially all of the assets of the Company or
the acquisition of assets of another corporation (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the
Company or all of substantially all of the Company's assets
either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the
Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (ii) no Person
(excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of
the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of
the members of the board of directors of the corporation
resulting from such Business Combination were members of
the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing
for such Business Combination; or
(d) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
7.02 Effect of Change of Control
(a) Notwithstanding any other provision in any other
Article of this Plan to the contrary, other than Section
8.08(b), (i) the value of all amounts deferred by a
Participant which have not yet been credited to the
Participant's Account and (ii) the value of such Participant's
Account shall be paid to such Participant in each case in
a lump-sum cash payment on the occurrence of a Change in
Control or as soon thereafter as practicable, but in no
event later than five days after the Change in Control.
The amount of cash credited to each Participant's Account
prior to determining the amount of cash to be paid from
the Account shall be determined by the Board (which, for
this purpose, shall be comprised of employee members of
the Board prior to the Change in Control) so as to reflect
fairly and equitably appropriate interest and dividends and
so as to reflect fairly and equitably such other facts and
circumstances as the Board deems appropriate, including,
without limitation, the recent price of shares of Clorox
Common Stock. For purposes of payments under this Article
VII, the value of a Deferred Stock Unit shall be computed
as the greater of (1) the Closing Price on or nearest the
date on which the Change of Control is deemed to occur, or
(2) the highest per share price for shares of Clorox Common
Stock actually paid in connection with the Change of Control.
ARTICLE VIII
MISCELLANEOUS
8.01 Rights Not Assignable
No payment due under the Plan shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge in any other way. Any attempt
to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge such payment in any other way shall be
void. No such payment or interest therein shall be liable
for or subject to the debts, contracts, liabilities, or torts
of any Participant or Beneficiary. If any Participant or
Beneficiary becomes bankrupt or attempts to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge
in any other way any payment under the Plan, the Board may
direct that such payment be suspended and that all future
payments to which such Participant or Beneficiary otherwise
would be entitled be held and applied for the benefit of
such person, the person's children or other dependents, or
any of them, in such manner and in such proportions as the
Board may deem proper.
8.02 Certain Rights Reserved
Nothing in the Plan shall confer upon any person the right to
continue to serve as a member of the Board or to participate
in the Plan other than in accordance with its terms.
8.03 Withholding Taxes
The Board may make any appropriate arrangements to deduct from
all credits and payments under the Plan any taxes that the
Board reasonably determines to be required by law to be
withheld from such credits and payments.
8.04 Incompetence
If the Board determines, upon evidence satisfactory to the
Board, that any Participant or Beneficiary to whom a
benefit is payable under the Plan is unable to care for
his or her affairs because of illness or accident or
otherwise, any payment due under the Plan (unless prior
claim therefor shall have been made by a duly authorized
guardian or other legal representative) may be paid, upon
appropriate indemnification of the Board and the Company,
to the spouse of the Participant or Beneficiary or other
person deemed by the Board to have incurred expenses for
the benefit of and on behalf of such Participant or
Beneficiary. Any such payment shall be a complete discharge
of any liability under the Plan with respect to the amount so paid.
8.05 Inability to Locate Participants and Beneficiaries
Each Participant and Beneficiary entitled to receive a
payment under the Plan shall keep the Board advised of his
or her current address. If the Board is unable for a period
of 36 months to locate a Participant or Beneficiary to whom
a payment is due under the Plan, commencing with the first
day of the month as of which such payment first comes due,
the total amount payable to such Participant or Beneficiary
shall be forfeited. Should such a Participant or Beneficiary
subsequently contact the Board requesting payment, the Board
shall, upon receipt of all documents and other information
that it might request in connection with the payment, restore
and pay the forfeited payment in a lump sum, the value of
which shall not be adjusted to reflect any interest or other
type of investment earnings or gains for the period of forfeiture.
8.06 Successors
The provisions of the Plan shall bind and inure to the benefit
of the Company and its successors and assigns. The term
"successors" as used in the preceding sentence shall include
any corporation or other business entity that by merger,
consolidation, purchase, or otherwise acquires all or
substantially all of the business and assets of the Company,
and any successors and assigns of any such corporation or other
business entity.
8.07 Usage
(a) Titles and Headings. The titles to Articles
and the headings of Sections, subsections, and paragraphs in
the Plan are placed herein for convenience of reference only
and shall be of no force or effect in the interpretation of
the Plan.
(b) Number. The singular form shall include the
plural, where appropriate.
8.08 Severability
If any provision of the Plan is held unlawful or otherwise
invalid or unenforceable in whole or in part, such unlawfulness,
invalidity, or unenforceability shall not affect any other
provision of the Plan or part thereof, each of which shall
remain in full force and effect. If the making of any payment
or the provision of any other benefit required under the Plan
is held unlawful or otherwise invalid or unenforceable, such
unlawfulness, invalidity or unenforceability shall not prevent
any other payment or benefit from being made or provided under
the Plan, and if the making of any payment in full or the
provision of any other benefit required under the Plan in full
would be unlawful or otherwise invalid or unenforceable, then
such unlawfulness, invalidity, or unenforceability shall not
prevent such payment or benefit from being made or provided in
part, to the extent that it would not be unlawful, invalid, or
unenforceable, and the maximum payment or benefit that would
not be unlawful, invalid, or unenforceable shall be made or
provided under the Plan.
8.09 Governing Law
The Plan and all determinations made and actions taken under the
Plan shall be governed by and construed in accordance with the
laws of the State of California.
THE CLOROX COMPANY
Attest: /s/ E. A. Cutter
Date: September 18, 1996
CAPTION>
CLOROX BOARD OF DIRECTORS
DEFERRED STOCK UNIT PLAN
APPENDIX I
PENSION BENEFIT CONVERSION TO STOCK UNITS
NORMAL PRESENT VALUE NUMBER OF STOCK
RETIREMENT OF ACCRUED UNITS AT
DIRECTOR DATE BENEFIT AS OF 6/30/96
6/30/96 CONVERSION (1)
BOGGAN 12/31/2015 $ 28,984 327.04
COLLINS 12/31/2000 $ 57,954 653.92
FAIRCHILD 12/31/2000 $172,221 1943.26
MANCHOT 12/31/2006 $ 62,893 709.65
MORTON 12/31/2002 $ 66,652 752.07
SCARFF 12/31/2000 $125,352 1414.41
SCOTT 12/31/2006 $ 61,242 691.02
SHUMWAY 12/31/1997 $166,445 1878.08
VOHS 12/31/1998 $127,427 1437.82
WOLFE 12/31/2002 $ 63,916 721.20
(1) Number of Stock Units equals PV of accrued benefit divided by the Closing Price on
June 28, 1996.