THE CLOROX COMPANY
ANNUAL INCENTIVE PLAN
As Amended and Restated Effective
as of July 20, 2004
The purpose of The Clorox Company Annual Incentive Plan (the "Plan") is to attract
and retain the best available personnel for positions of substantial responsibility and
to provide an incentive for employees of The Clorox Company (the "Company") and
its subsidiaries to recognize and reward those employees. The Company’s executives
are eligible to earn short-term incentive awards under this Plan and under the
Company’s Executive Incentive Compensation Plan.
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 Management Development and 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) "Executive Committee" means the executives who are members of
the Company’s management executive committee.
(g) "Executive" means a person who is member of the Clorox leadership committee.
(h) "Participant" means an Employee selected by the Committee to
participate in the Plan.
(i) “Retirement” means termination of employment with the Company, other
than by reason of death or disability, (1) at age 65, (2) 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.
(j) "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.
(k) "Year" means a fiscal year of the Company.
(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 Executives (other than the Chief Executive Officer and 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.
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.
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.
6. 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.
7. AMENDMENT OR TERMINATION OF THE PLAN
The Committee may from time to time suspend, revise, amend or terminate
8. APPLICABLE LAW
The Plan will be governed by the laws of California.
9. 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.
10. 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.