Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On February 11, 2020, the Management Development and Compensation Committee
of the Board of Directors of The Clorox Company (the "Company") approved amended
and restated versions of the Company's Executive Change in Control Severance
Plan and the Company's Severance Plan for Clorox Executive Committee Members,
each of which covers all of the Company's named executive officers.
The plan restatements resulted from a periodic review of the plans, which were
last updated in 2014, and generally do not modify the benefit levels or material
terms of the plans, which are described in detail in the Company's definitive
proxy statement filed on October 2, 2019. The key modifications that the amended
and restated versions of the plans make to the prior versions include (1)
determining the bonus-based component of certain severance calculations based
upon target bonus rather than historical bonuses, (2) providing, under the
Executive Change in Control Severance Plan only, for reimbursement of legal fees
and expenses for a participant who prevails on a material issue in a dispute
thereunder, and (3) various clarifications to the administrative schemes under
the plans, including delegation to designated officers of administrative
authority for determinations under the Severance Plan for Clorox Executive
Officers that do not involve Company named executive officers.
The foregoing description of the plans does not purport to be complete and is
qualified in its entirety by reference to the plans, copies of which are
attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
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