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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