THE CLOROX COMPANY
AMENDED AND RESTATED
REPLACEMENT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR THE BENEFIT OF DONALD R. KNAUSS
I. General .
(A). Purpose.
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(i).
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The Clorox
Company (the “Company”) hereby establishes this Amended
and Restated Replacement Supplemental Executive Retirement Plan For
the Benefit of Donald R. Knauss (the “Plan”), which is
intended to provide benefits to Donald R. Knauss (the
“Executive”) (and his surviving spouse in the event of
the Executive’s death) that duplicate the rights and benefits
the Executive would have been entitled to under the Employee
Retirement Plan of The Coca-Cola Company, attached hereto as
Exhibit A (the “Retirement Plan”), as was in
effect on August 25, 2006, and The Coca-Cola Company Supplemental
Pension Plan, attached hereto as Exhibit B (the
“Coca-Cola SERP”), as was in effect on April 25, 2008
(collectively the “Coca-Cola Plans”), had the
Executive’s employment with The Coca-Cola Company continued
until the Executive’s retirement or other termination of
employment with the Company.
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(B). Conflicts.
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(i).
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Except as
otherwise provided herein, all terms and conditions of the
Coca-Cola Plans shall apply under the Plan for purposes of
calculating the Executive’s benefit under the Plan. In the
event of any conflict between the terms of the Plan and the terms
of the Coca-Cola Plans, the Plan shall govern.
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(C). Unfunded Status.
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(i).
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The Plan is
intended to be an unfunded plan maintained primarily to provide
deferred compensation benefits for a “select group of
management or highly-compensated employees” within the
meaning of Sections 201, 301, and 401 of the Employee Retirement
Income Security Act of 1974, as amended
(“ERISA”).
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II. Plan Benefits .
The Executive’s accrued
benefit under the Plan shall be equal to the benefit the Executive
would have accrued under the Coca-Cola Plans had the
Executive’s employment with The Coca-Cola Company continued
until the date of the Executive’s retirement or other
termination of employment with the Company, as determined under the
terms and conditions of the Coca-Cola Plans (calculated as if the
benefit under the Coca-Cola Plans commenced on the date of such
retirement or other termination of employment, whether or not the
benefits under the Coca-Cola Plans actually commence on that date),
and shall be payable at the time, and in the manner, provided for
in the Coca-Cola SERP, except as superseded and/or as clarified by
the following:
(A). Benefit Offset.
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(i).
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The
Executive’s accrued benefit under the Plan, if any,
calculated according to Section II(B) below, shall be offset by the
value of any benefits to which the Executive is entitled to receive
under the Retirement Plan and the Coca-Cola SERP, subject to
Section II(H)(i) below. For purposes of this offset, the benefits
to which the Executive is entitled to receive under the Retirement
Plan and the Coca-Cola SERP shall be calculated based on the
assumption that the Executive begins to receive his benefit under
such plans on the same date on which he begins to receive benefits
under the Plan.
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(B). Benefit Limit.
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(i).
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Notwithstanding
anything herein to the contrary, the benefit payable to the
Executive shall be equal to the greater of (1) the dollar amount of
the Executive’s accrued benefit under the Plan as provided
herein payable in the normal payment form as of the date of
determination as provided in the Coca-Cola SERP, or (2) the dollar
amount of the Executive’s accrued benefit under The Clorox
Company Supplemental Executive Retirement Plan (the “Clorox
SERP”), payable in the normal payment form as of the date of
determination as provided in the Clorox SERP.
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(ii).
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If the dollar
amount of the Executive’s accrued benefit under the Clorox
SERP is greater than the dollar amount of the Executive’s
accrued benefit under the Plan as determined in Section II(B)(i)
above, the Executive’s benefit shall be determined and
payable solely in accordance with the terms and conditions of the
Clorox SERP and no benefit shall be payable from the Plan. In no
event shall the Executive receive a benefit under both the Clorox
SERP and the Plan.
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(C). Change in Control.
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(i).
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All references
to “Change in Control” in the Coca-Cola Plans shall
mean a “Change in Control” as defined in the Clorox
SERP.
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(D). Vesting.
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(i).
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Subject to
Section II(H)(ii) below, the Executive shall be fully vested at all
times in his benefit under the Plan.
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(E). Years
of Benefit Service.
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(i).
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The
Executive’s Years of Benefit Service (as defined in the
Retirement Plan) shall include the Executive’s service with
the Company plus the Executive’s service with The Coca-Cola
Company from February 7, 1994 through September 15, 2006, the date
the Executive terminated employment with The Coca-Cola Company, and
shall also include the period of time from September 16, 2006
through October 2, 2006, the date the Executive commenced
employment with the Company.
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(ii).
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In the event
that the Executive’s employment with the Company terminates
prior to the third anniversary of the Effective Date (as defined in
the Employment Agreement between the Executive and the Company
dated August 25, 2006), the Executive shall be credited with a
minimum of three (3) Years of Benefit Service with the Company and
three (3) years of age for purposes of benefit accruals under the
Plan; provided, however, that in the event the Executive’s
employment with the Company terminates after the third anniversary
of the Effective Date, the Years of Benefit Service and age
credited to the Executive shall be based on the Executive’s
actual service with the Company as well as such prior service as
provided in Section II(F)(i) above and the Executive’s actual
age.
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(F). Compensation.
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(i).
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For purposes of
calculating the Executive’s “Average
Compensation” (as defined in the Retirement Plan) all
references to “Compensation” in the Coca-Cola Plans
shall mean the annual base salary and bonus paid by the Company to
the Executive and, to the extent needed to obtain five years of
consecutive annual compensation, the Executive’s annual base
salary and bonus paid by The Coca-Cola Company prior to the
Executive’s retirement.
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(G). Non-Competition.
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(i).
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For purposes of
the benefit offset set forth in Section II(A)(i), non-payment by
The Coca-Cola Company of any benefit under the Coca-Cola SERP by
virtue of the enforcement of the non-competition provision in
Section 4.3 of the Coca-Cola SERP shall be disregarded.
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(ii).
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Any obligation
of the Company to make payments to the Executive under the Plan
shall cease, and all rights of the Executive under the Plan shall
be extinguished, if the Executive terminates employment with the
Company and without the Company’s written consent is
subsequently employed by or in any manner provides services for any
organization that is engaged in a business that is directly
competitive with the products sold by the Company at the time of
the Executive’s termination. If a court of competent
jurisdiction finds that the restrictions provided in this Section
II(H)(ii) are unenforceable in any respect, then such restrictions
shall be construed so as thereafter to be limited or reduced to be
enforceable to the extent compatible with the applicable
law.
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(H). Beneficiary.
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(i).
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All references
to “Beneficiary” in the Coca-Cola Plans shall mean the
Executive’s surviving spouse.
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III.
Administration
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(A).
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The Clorox
Company Management Development and Compensation Committee (the
“Committee”) shall administer the Plan. The Committee
shall have the discretion and authority to take all actions and to
make all decisions necessary and proper to carry out the Plan
including, but not limited to, (1) making, amending, interpreting
and enforcing all appropriate rules and regulations for the
administrati
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