GENENCOR INTERNATIONAL INC
EX-10.4 EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>l08622aexv10w4.txt
<DESCRIPTION>EX-10.4 EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

      THIS AGREEMENT made as of the date last written below by and between
Genencor International, Inc. ("GCOR"), a Delaware Corporation with a principal
office at ____________________ and _______________ ("Employee"), residing at
____________________.

      WHEREAS, GCOR desires to employ the Employee and the Employee desires to
work for GCOR, and GCOR and the Employee desire to define the terms and
conditions under which GCOR will employ the Employee.

      NOW, THEREFORE, the parties hereby covenant and agree as follows:

      1.    GCOR hereby employs the Employee as ____________________ to perform
such duties consistent with his title and position as may be determined and
assigned to him by the Chief Executive Officer or Board of Directors of GCOR.

      2.    The Employee agrees to devote substantially all of his professional
employment time and effort to the performance of his duties as______________ for
GCOR and to perform such other duties consistent with his title and position as
are reasonably assigned him from time to time by the Chief Executive Officer or
Board of Directors of GCOR.

      3.    Unless terminated earlier by GCOR or the Employee in writing, as
hereinafter specifically provided, the term of this Agreement shall be one (1)
year from the last date written below and will be automatically renewed for
incremental one-year periods thereafter. A review of the Employee's total
compensation based on GCOR's assessment of the Employee's contributions to
GCOR's performance will be conducted at least each year following submission of
GCOR's audited financial results to the Board of Directors of GCOR.

      4.    For all the services to be rendered by the Employee in any capacity
hereunder, including services as an officer, director, member of any committee
or any other duties assigned him by the Chief Executive Officer or the Board of
Directors of GCOR, GCOR agrees to pay the Employee a salary of $__________ per
annum, payable in accordance with the customary payroll payment practices of
GCOR. The foregoing annual compensation amount may be, from time to time,
increased by action of the Board or appropriate Committee of such Board. Such
action with respect to annual compensation shall constitute an amendment to this
Agreement. It is understood and agreed that the granting of a cash bonus for
performance in any given year shall not constitute

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an amendment to this Agreement. The Employee also shall participate fully in all
insurance, pension, retirement, deferred compensation, stock and stock option,
stock purchase or similar compensation and benefit plans and programs pursuant
to the terms of such plans or programs. The Employee shall be entitled to
participate in GCOR's variable pay plan pursuant to the terms of such Plan. The
Employee shall be entitled to one cash payment annually for the costs of a
physical examination that are not covered by health insurance benefits (plus an
additional annual cash payment for any taxes payable on the cash payment for
such physical examination). The Employee shall be entitled to one cash payment
annually of up to $5,000 to cover the out of pocket expenses incurred by the
Employee for financial planning and state and federal income tax return
preparation by an independent certified public accountant of the Employee's
choice (plus an additional cash payment for any taxes payable on such cash
payment for tax return preparation). Finally, the Company shall maintain for the
Employee's benefit a fully-paid whole life insurance policy with a stated death
benefit of $300,000.

      5.    GCOR and the Employee hereby agree that nothing contained herein is
intended to or shall be deemed to affect any of the Employee's rights as a
participant under any retirement, stock option, stock purchase, pension,
insurance, profit-sharing, bonus or similar plans of GCOR now or hereafter
declared to be in effect. GCOR recognizes that the Employee is induced to
execute this Agreement and to accept compensation at the rate set forth herein
in part because he expects to be a participant under such plans as are, from
time to time, in effect for the Company's executives and/or employees in
general.

      6.    The Employee agrees to execute and be bound by an Employee
Confidentiality, Non-Disclosure, Non-Competition Agreement in the form attached
hereto as Exhibit A; the Invention Disclosure/Assignment Agreement attached as
Exhibit B; and Form of Confidentiality Agreement attached as Exhibit C; and
whether employed by GCOR or not, agrees to execute Exhibit C at any time at the
direction of the Chief Executive Officer or the Board of Directors of GCOR in
order to avoid disclosure of confidential information [as defined in Exhibit A,
paragraph (1)] as this Exhibit is needed at a future date. The terms of each
Exhibit are hereby incorporated by reference and made a part hereof.

      7.    This Agreement may be terminated by GCOR before the expiration of
the term provided for herein if, during the term of this Agreement, the Employee
(a) materially violates the provisions of Exhibits A and/or B as executed
(exhibits incorporated by reference herein); (b) refuses to execute Exhibit C as
subsequently directed, (exhibit incorporated by reference herein);

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                                      -3-

(c) is convicted in a court of law of a felony or any crime involving misuse or
misappropriation of money or other property of GCOR; (d) exhibits repeated
willful or wanton failure or refusal to perform his duties in furtherance of
GCOR's business interest or in accordance with this Agreement which failure or
refusal is not remedied by the Employee within thirty (30) days after notice
from the Company; (e) commits an intentional tort against GCOR; (f) commits any
flagrant act of dishonesty or disloyalty or any act involving gross moral
turpitude which materially adversely affects the business of GCOR; or (g)
exhibits immoderate use of alcohol or drugs which, in the opinion of an
independent physician, impairs the Employee's ability to perform his duties
hereunder (all of the foregoing clauses (a) through (g) constituting reasons for
termination "for Cause") provided that unsatisfactory business performance of
GCOR, or mere inefficiency, or good faith errors in judgment or discretion by
the Employee shall not constitute grounds for termination for Cause hereunder.
In the event of such termination for Cause, GCOR may on ten (10) days' notice
then terminate his employment and, in that event, GCOR shall be obligated only
to pay the Employee the compensation due him up to the date of termination, all
accrued, vested or earned benefits under any applicable benefit plan and any
other compensation to which the Employee is entitled under this Agreement up to
and ending on the date of the Employee's termination.

            The benefits and compensation outlined in this paragraph 7 are
likewise the only compensation and benefits that the Employee will receive in
the event of a resignation by the Employee which is NOT a Resignation for Good
Reason (as defined herein). If such an event occurs prior to a change in GCOR's
ownership or control in which more than fifty (50) percent of GCOR's outstanding
shares of common stock are acquired in one or more transaction(s) by an
unaffiliated third party, the Employee agrees to give GCOR at least four (4)
weeks prior notice and in exchange GCOR agrees to pay the Employee for this
period.

      8.    If the Employee is terminated without Cause by GCOR at any time
prior to the end of the term of the Agreement or if the Agreement is not
automatically renewed (including but not limited to a termination or a lapse of
the Agreement by GCOR due to a change in the ownership or control of GCOR, such
as may occur through divestiture, merger, acquisitions, consolidation or
takeover, or due to the unilateral capricious action of the Board); or if the
Employee resigns due to: (A) a substantial reduction in the Employee's duties,
status, title or reporting structure resulting in actual or constructive removal
from the position held by the Employee on the effective date of this Agreement;
(B) a relocation of the Employee's assigned office more than thirty-five (35)
miles from its then-current location; (C) any decrease in the Employee's base
salary or a material decrease

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                                      -4-

in GCOR benefits in the aggregate; (D) a failure by any successor-in-interest to
assume GCOR's obligations under this Agreement, including the obligation to
automatically renew this Agreement; or (E) a material breach of this Agreement
by GCOR (a resignation for any one or more of these reasons to be referred to
herein as a "Resignation for Good Reason"); or if there is a substantial change
in the financial conditions of GCOR as evidenced by GCOR filing a petition for
reorganization under any bankruptcy, insolvency, reorganization or similar law
or making an assignment for the benefit of creditors; then the Employee shall
receive Termination Compensation, including (a) the then current salary paid the
Employee payable for eighteen (18) months, unless the Employee becomes employed
by a competitor or engages in conduct inimical to GCOR as referred to in Exhibit
A during that period lasting up to eighteen (18) months; (b) if executives at a
level similar to the level of the Employee are paid bonuses under GCOR's
variable pay plan for the year of the Employee's termination, a cash bonus shall
be paid to the Employee at 100 percent of the Employee's target variable pay
plan bonus for the year of termination, unless the Employee becomes employed by
a competitor or engages in conduct inimical to GCOR as referred to in Exhibit A
during that period lasting up to eighteen (18) months; (c) continuation of all
company-paid medical, dental and vision benefits or additional compensation
sufficient for the Employee to acquire equivalent benefits for the same period;
and (d) customary executive outplacement services or transitional counseling
limited to $18,000. Further, in the event (i) the Employee is terminated without
Cause, or his employment ends due to a Resignation for Good Reason, or the
Agreement is not automatically renewed, and (ii) any of the foregoing events
follows a change in GCOR's ownership or control in which more than fifty (50)
percent of GCOR's outstanding shares of common stock are acquired in one or more
transaction(s) by an unaffiliated third party, in that instance only and in lieu
of the foregoing Termination Compensation, the Employee shall receive Enhanced
Termination Compensation, including (e) cash compensation for thirty (30) months
equal to the sum of his or her then current annual salary rate plus a cash bonus
at 100 percent of the Employee's target variable pay plan bonus per annum for
thirty (30) months; (f) continuation of all company-paid medical, vision and
dental benefits or additional compensation sufficient for the Employee to
acquire equivalent benefits for the same period; (g) the monetary equivalent of
the crediting of an additional five (5) years of service to GCOR pension and
immediate eligibility for retiree medical plans for purposes of determining
benefits payable under these plans; (h) a cash payment of $18,000 for customary
executive outplacement services or transitional counseling (plus an additional
cash payment for any taxes payable on the cash payment

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                                      -5-

for services or counseling); (i) a cash payment for the costs of an annual
physical examination in the year of termination and for two additional years
thereafter which are not covered by health care insurance benefits (plus an
additional cash payment for any taxes payable on the cash payment for physical
examinations); (j) the Employee's fully-paid whole life insurance policy with a
stated death benefit of $300,000 (plus a cash payment in an amount sufficient to
defray all federal and state income and payroll tax on any imputed income from
this Subsection (j) and the cash payment); (k) a cash payment intended to cover
the out of pocket expenses incurred by the Employee annually for state and
federal income tax return preparation by an independent certified public
accountant of the Employee's choice for the year of termination and two
additional years (plus an additional cash payment for any taxes payable on such
cash payment for tax return preparation); (l) GCOR's annual contribution to the
Employee's 401K Plan for the year in which the termination occurs (regardless of
when the termination occurs during this year); and (m) a full one (1) year's
credit towards the Employee's benefits under the GCOR Income Replacement Plan
(regardless of when the termination occurs during this year). In addition, in
connection with a change in GCOR's ownership or control in which more than fifty
(50) percent of GCOR's outstanding shares of common stock are acquired in one or
more transaction(s) by an unaffiliated third party, the Employee may be eligible
for a discretionary bonus as determined by the Board of Directors (or the
compensation committee of the Board of Directors) of GCOR or an officer of GCOR
designated by the Board of Directors (or designated by the compensation
committee of the Board of Directors) of GCOR.

            Notwithstanding the foregoing, GCOR shall be entitled by providing
written notice to the Employee, to terminate his employment under this Agreement
if the Employee shall become permanently disabled such that he is unable to
carry out his duties hereunder for four (4) consecutive calendar months or for a
period aggregating one hundred twenty (120) days in any period of twelve (12)
consecutive calendar months. If the Employee is approved to receive benefits
under GCOR's Long-Term Disability Plan, then GCOR will pay the Employee
additional compensation so that the total equals the Termination Compensation or
the Enhanced Termination Compensation, whichever is applicable, set forth in
this paragraph 8. If the Employee is not approved to receive benefits under such
Plan, then he will upon termination of his employment for permanent disability
be entitled to receive the full Termination Compensation or Enhanced Termination
Compensation. Any delay or forbearance by GCOR in exercising any such right to
terminate this Agreement shall not constitute a waiver thereof.

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                                      -6-

            Should the Employee die during the time he or she is receiving the
severance payments set forth in Subsections (a), (b) or (e) above in this
Section 8, these payments shall be paid to the Employee's surviving designated
beneficiary, or, if none, to his or her estate.

            All Termination Compensation, if any, shall be payable in accordance
with the customary payroll practices of GCOR unless GCOR and the Employee agree
that GCOR shall make one lump-sum payment at a time and in an amount agreeable
to both. All Enhanced Termination Compensation described in Subsections (e),
(g), (h), (i), (j) and (k) above in this Section 8, if any, shall be payable in
one lump-sum payment within thirty (30) days of the Employee's termination date,
unless GCOR and the Employee agree that GCOR shall make the payment in
accordance with the customary payroll practices of GCOR or in some other manner;
the Enhanced Termination Compensation described in Subsection (l) above in this
Section 8, if any, shall be paid on or before the date GCOR contributes to the
401K plans of its then-existing employees; and all other components of the
Enhanced Termination Compensation shall continue over thirty (30) months. The
Employee's entitlement to such payments as provided herein shall be in addition
to any rights the Employee may have to payments or participation under any
retirement, stock option, stock purchase, pension, insurance, profit-sharing,
bonus or similar plans applicable to the Employee or employees in general, as
defined in the appropriate Plan Documents. In addition, if GCOR provides notice
that this Agreement is terminated, GCOR shall have no additional obligations
hereunder, other than to pay to the Employee (a) any unpaid amount of accrued
salary (as defined in paragraph 4 on page 2 herein); (b) any unpaid amount of
accrued vacation pay in accordance with GCOR policy; (c) a pro rata amount of
any vested incentive compensation that shall be awarded the Employee pursuant to
GCOR policy; and (d) other obligations which may be owed the Employee under a
specific provision of this Agreement.

            9.    The acceleration or payment of the Termination Compensation or
the Enhanced Termination Compensation pursuant to paragraph 8 either alone or
when combined with other benefits or payments to be provided to the Employee
(including, without limitation, pursuant to the 2002 Omnibus Incentive Plan (the
"OMNI Plan")) could, in certain circumstances, subject the Employee to the
excise tax provided under Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code"). If Section 4999 of the Code applies to the payment of the
Termination Compensation or the Enhanced Termination Compensation, the following
provisions shall apply:

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                                      -7-

      (a) Anything in this Agreement to the contrary notwithstanding, in the
event of a 280G Change in Control, as defined below, GCOR shall reasonably
determine whether at any time for any reason any payment or distribution or any
acceleration of vesting of any benefit or award (a "Payment") by GCOR or any
other person or entity to or for the benefit of the Employee would result in a
"parachute payment" (within the meaning of Section 280G(b)(2) of the Code)
whether paid or payable or distributed or distributable (or accelerated or
subject to acceleration) pursuant to the terms of this Agreement or otherwise in
connection with or arising out of the Employee's employment with GCOR which
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Employee with respect to such excise
tax (such excise tax, together with any such interest and penalties thereon, are
hereinafter collectively referred to as the "Excise Tax"). Within thirty (30)
days after each Payment, GCOR shall pay and the Employee shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that
after payment by the Employee of all taxes (including, without limitation, any
income or employment taxes and the Excise Tax) imposed upon the Gross-Up Payment
and any interest or penalties imposed with respect to such taxes, the Employee
retains an amount of the Gross-Up Payment equal to the sum of: (i) the Excise
Tax imposed upon the Payments; and (ii) the product of any individual income tax
deductions disallowed to the Employee because of the inclusion of the Gross-Up
Payment in the Employee's adjusted gross income and the highest applicable
marginal rate of federal income taxation for the calendar year in which the
Gross-Up Payment is to be made. For purposes of determining the amount of the
Gross-Up Payment, the Employee shall be deemed: (x) to be subject to federal
income taxes at the highest marginal rate of federal income taxation for the
calendar year in which the Gross-Up Payment is to be made; (y) to be subject to
applicable state and local income taxes at the highest rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes; and (z) to have otherwise allowable deductions for
federal income tax purposes at least equal to those which would be disallowed
because of the inclusion of the Gross-Up Payment in the Employee's adjusted
gross income.

      (b) In the event of a dispute between GCOR and the Employee as to whether
the provisions of paragraph 9(a) apply or how such provisions are to be applied,
such determination shall be made by a nationally recognized firm of independent
accountants (the "Accounting Firm") or a law firm (the "Law Firm"), jointly
selected by GCOR and the Employee, whose

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                                      -8-

determination shall be conclusive and binding on all parties for purposes of
paying the Gross-Up Payment. The fees and expenses of such accountants or
counsel shall be borne by GCOR. If the Accounting Firm or Law Firm determines
that the Excise Tax that might be payable by the Employee is less than the
amount of the Excise Tax the Employee believes might be payable by the Employee,
the Accounting Firm or Law Firm shall furnish the Employee with a written
opinion that the Employee will not be required to report any Excise Tax on the
Employee's federal income tax return in excess of the amount determined by the
Accounting Firm or Law Firm.

      (c) Once a Gross-Up Payment has been received by the Employee, the
Employee shall not be obligated to return to GCOR any portion of the Gross-Up
Payment so received in the event it is subsequently determined that the amount
of the Gross-Up Payment received was in excess of the amount GCOR should have
paid.

      (d) GCOR and the Employee agree that for the purposes of Section 17.7 of
the OMNI Plan, if the Employee is entitled to a Gross-Up Payment with respect to
an Award granted pursuant to the OMNI Plan, the Employee shall be deemed to have
determined that Full Vesting of the Award, as defined in Section 17.7 of the
OMNI Plan, results in the maximum after-tax proceeds for the Employee.

      (e) For the purposes of this paragraph 9, a "280G Change in Control" shall
be deemed to have occurred if: (i) there is a "change in the ownership" of GCOR,
(ii) there is a "change in the effective control" of GCOR, or (iii) there is a
"change in the ownership of a substantial portion of the assets" of GCOR, as
defined in Q/A-27, Q/A-28, or Q/A-29, respectively, of Treas. Reg. Section
1.280G-1.

      10.   This Agreement shall be construed and performed in accordance to the
laws of the State of ________.

      11.   All notices provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices shall be personally delivered or sent
by registered or certified mail to GCOR or the Employee at the address set forth
above or to such other address as GCOR or the Employee may notify the other in
accordance with the provisions of this section, or the last known permanent
residence. Any such notice so sent by mail shall be deemed made or given upon
mailing.

      12.   This Agreement contains the sole and entire agreement of the parties
and supersedes all prior agreements and understandings between the Employee and
GCOR and cannot be modified

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                                      -9-

or changed by any oral or verbal promise or statement by whomsoever made; nor
shall any written modification of it be binding upon GCOR until such written
modification shall have been approved in writing by the Company.

      13.   In the event any term or condition contained in this Agreement
should be breached by any party and thereafter waived or consented to by the
other party, such waiver or consent shall be limited to the particular breach so
waived or consented to and shall not be deemed to waive or consent to any other
breach occurring prior or subsequent to the breach so waived or consented to.

      14.   If any provisions of this Agreement or the application thereof to
any person or circumstances shall be invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and shall be enforced to
the extent permitted by law.

      15.   The provisions hereof, including without limitation those
incorporated herein pursuant to Section 6, which are to be performed or observed
after the termination of this Agreement, and the representations, covenants and
agreements of the parties contained herein with respect thereto shall survive
the termination of this Agreement and be effective according to their terms.

      16.   All of the terms and provisions of this Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by and against the
parties to this Agreement and the respective heirs, executors, and successors in
interest; provided, however, that the duties of the Employee hereunder are
personal in nature and may not be delegated without a written consent of the
Company.

      17.   This Agreement, including its existence and the terms thereof, is
considered confidential business information by GCOR and the Employee agrees for
the period of his employment hereunder and for twenty-four (24) months
thereafter not to disclose same to any other person or entity. The foregoing
confidentiality restriction shall be subject to the same exceptions as are set
forth in Exhibit A, section 1.

      18.   This Agreement, and the rights and benefits contained herein, may
not be assigned by either party hereto.

      19.   The masculine pronoun, wherever used herein, shall be construed to
include the feminine and the neuter, where appropriate. The singular form,
wherever used herein, shall be construed to include the plural, where
appropriate.

      20.   The Employee shall be based in _______________.

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                                      -10-

      IN WITNESS WHEREOF, GCOR has caused this Agreement to be executed by its
Chairman and Chief Executive Officer, and the Employee has hereunto set his hand
as of the day and year last written below.

                            GENENCOR INTERNATIONAL, INC.

                            By: ____________________________
                                   Jean-Jacques Bienaime,
                                     Chairman and CEO

                            By: ____________________________
                                   ___________, Employee

                            Date: __________________________

<PAGE>

                                    EXHIBIT A

                     OFFICER CONFIDENTIALITY, NON-DISCLOSURE
                          AND NON-COMPETITION AGREEMENT

      THIS AGREEMENT is made as of the date last written below by and between
Genencor International, Inc. ("GCOR"), a Delaware Corporation having a principal
office at ____________________ and __________ ("Employee"), residing at
____________________.

      WHEREAS, the Employee is an employee of GCOR who, during the course of
such employment, will be working upon and have access to certain confidential
information, processes, technical data, trade secrets, know-how and other
business information of a confidential nature belonging to GCOR; and

      WHEREAS, GCOR and the Employee wish to enter into certain covenants to
preserve and foster their respective business interests and, in certain
respects, their future cooperation with their fellow employees; and

      WHEREAS, employees similarly situated as the Employee are separately
covenanting and agreeing not to compete with GCOR should they leave the
employment of GCOR under certain defined circumstances; and

      NOW, THEREFORE, in consideration of the foregoing premises and the
covenants herein contained, and in consideration of GCOR's employment of the
Employee for such period or periods as may from time to time be mutually agreed
upon, and of the wages or salary paid or agreed to be paid to the Employee, and
other good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

      1.    Confidentiality and Non-Disclosure. The Employee agrees and
covenants that he will not, at any time during his employment by GCOR and for a
period of five (5) years after his employment without the prior written
authorization of GCOR, disclose to any unauthorized person any formulas,
methods, compositions, trade secrets, secret processes, technical data,
confidential business information or other know-how or matters of a secret,
proprietary or confidential nature relating to GCOR or its business which the
Employee gained access to or knowledge of during or by reason of his employment
with GCOR. The foregoing obligations regarding non-disclosure shall not apply to
information which: (a) was in the Employee's

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                                       -2-

possession before receipt from GCOR; or (b) is or becomes a matter of public
knowledge through no fault of the Employee; (c) is disclosed by GCOR to a third
party without duty of confidentiality on the third party; or (d) is disclosed
under operation of law, if possible in conformity with Exhibit C.

      2.    Non-competition.

            A.    In the event of the Employee's voluntary withdrawal from
GCOR's employment (which is not a Resignation for Good Reason) prior to a change
in GCOR's ownership or control in which more than fifty (50) percent of GCOR's
outstanding shares of common stock are acquired in one or more transaction(s) by
an unaffiliated third party or GCOR's discharge of the Employee for Cause as
defined in paragraph 7 of the Employment Agreement to which this Exhibit A is
appended prior to a change in GCOR's ownership or control in which more than
fifty (50) percent of GCOR's outstanding shares of common stock are acquired in
one or more transaction(s) by an unaffiliated third party, until the expiration
of a 18-month period commencing on the date of such termination of his
employment, the Employee shall not engage in or compete directly or indirectly,
as a principal, on his own account, or as a shareholder in, or be an employee of
or consultant to, any corporation or other legal entity, including limited or
general partnerships, or carry out any activities which are competitive with or
would be inimical to the technology or business interests of GCOR. The Employee,
further, shall not (during the period referred to in the first sentence of this
paragraph A) extend credit or lend money for the purpose of establishing or
operating any such business, nor furnish any information (including the
information subject to the restriction in paragraph l above) or give advice,
either directly or indirectly, to any such third party, corporation or business
entity of any kind. The non-compete restrictions of this paragraph A shall
apply, in the case of a large corporation conducting business in diverse
business fields, only to employment or competition in that unit, division,
subsidiary or other part of such corporation (or other legal entity) in
competition with GCOR.

            If prior to a change in GCOR's ownership or control in which more
than fifty (50) percent of GCOR's outstanding shares of common stock are
acquired in one or more transaction(s) by an unaffiliated third party the
Employee is involuntarily terminated without Cause or if he terminates his
employment due to a Resignation for Good Reason, he will receive Termination
Compensation as contemplated by his Employment Agreement unless he becomes

<PAGE>
                                      -3-

employed by a competitor as described above or otherwise violates the terms of
this agreement. At that time, all compensation from GCOR (as contemplated by the
preceding sentence) ceases. If after a change in GCOR's ownership or control in
which more than fifty (50) percent of GCOR's outstanding shares of common stock
are acquired in one or more transaction(s) by an unaffiliated third party the
Employee is involuntarily terminated without Cause or if he terminates his
employment due to a Resignation for Good Reason, he will receive Enhanced
Termination Compensation as contemplated by his Employment Agreement.

            B.    It is recognized by GCOR and the Employee that his efforts,
and those of his fellow employees are critically important to the overall
profitability of GCOR. The future profitability of GCOR is also linked to the
continuing services of the Employee and the covenant of the Employee not to
compete with GCOR should he choose to leave the employ of GCOR.

            C.    It is understood and agreed that the present and proposed
business of GCOR is becoming increasingly competitive and that there is an ever
increasing risk that competing companies may seek to hire the employees of GCOR
who are critical to its continued success, not only because of the abilities of
such employees, but also because of the proprietary knowledge acquired by such
employees while at GCOR.

      3.    Exception for Publicly-Traded Companies. The foregoing agreement not
to compete shall not prohibit any Employee from owning stock as an investment,
debentures, warrants or similar instruments in any company whose stock is traded
on a national securities exchange or over-the-counter so long as such ownership
interest is less than five percent (5%) of the outstanding and traded stock,
debentures or warrants, as the case may be.

      4.    Alternative Employment. The foregoing covenant and agreement is not
intended to and shall not prevent the Employee from seeking or accepting
alternative employment with other business entities, customers or suppliers of
GCOR so long as the confidentiality, non-disclosure and non-compete covenants
herein are honored by the Employee and such business entities, customers or
suppliers.

      5.    Equitable and Legal Remedies. The parties hereto agree that no
remedy of law will be adequate to compensate GCOR for a violation of this
Agreement; and the Employee hereby agrees that in addition to any legal or other
rights that may be available in the event of a breach hereunder, GCOR may seek
equitable relief to enforce this Agreement in any court of competent

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                                      -4-

jurisdiction. Any actions or proceedings brought regarding this Agreement shall
be venued in _______________ or in the _______________.

      6.    Miscellaneous.

            A.    This Agreement and all rights and obligations hereunder shall
be governed and construed in accordance with the laws of the State of
__________.

            B.    This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successor and
assigns.

            C.    This Agreement shall not be modified, amended, assigned,
canceled or superseded except in writing signed by GCOR and the Employee.

            D.    This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes and cancels all
prior or collateral agreements, proposals and understandings, whether written or
oral, relating to the subject matter hereof.

            E.    No failure on the part of GCOR or of the Employee to exercise,
and no delay in exercising any right or remedy hereunder shall operate as a
waiver thereof or of any other right or remedy; nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or of any right
or remedy.

            F.    If any provision of this Agreement shall be prohibited by or
be invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

            G.    All notices, requests and demands shall be in writing by
certified mail, return receipt requested, addressed to the respective parties
hereto at their respective addresses first hereinabove set forth or to such
other address as either party shall designate in a written notice similarly
given to the other party.

            H.    The masculine pronoun, wherever used herein, shall be
construed to include the feminine and the neuter, where appropriate. The
singular form, wherever used herein, shall be construed to include the plural,
where appropriate.

            I.    This Agreement may be executed in two counterparts, each of
which shall be deemed an original and constitute one and the same agreement.

<PAGE>
                                      -5-

      IN WITNESS WHEREOF, the parties have executed this Agreement on the date
last written below.

                               GENENCOR INTERNATIONAL, INC.

                               By: __________________________
                                     Jean-Jacques Bienaime
                                     Chairman and CEO

                               By: __________________________
                                      __________, Employee

                               Date: ________________________

<PAGE>

                                    EXHIBIT B

                    INVENTION DISCLOSURE/ASSIGNMENT AGREEMENT

      It is my understanding that Genencor International, Inc., (hereinafter
called "GCOR") is engaged in the business of industrial biotechnology, including
research, development and manufacturing. I also understand that, as is generally
customary, GCOR requires its employees to assign to it all right, title and
interest in and to all inventions, discoveries, improvements and copyrightable
subject matter (hereinafter separate or collectively called "rights") in the
field of employment of its various employees and that it is essential for the
full protection of the business of GCOR that employees shall not disclose
classified or confidential or proprietary GCOR information regarding such
business, with which information they have or may become acquainted during the
period of their employment.

      Therefore, in consideration of my employment or continued employment by
GCOR during such time as I may be employed by GCOR, and of the wages or salary
and other benefits to be received by me in respect to such employment, it is
understood and agreed as follows:

      I hereby do and will sell, assign and transfer to GCOR all of my right,
title and interest in and to all said rights which, during, or within two years
after the termination of, my employment by GCOR, have been or may be made or
conceived by me, alone or with others, and within or arising out of any field of
employment in which I have worked or shall work for GCOR or arising out of any
information regarding the business of GCOR which has been or may be received by
me while in GCOR's employment.

      I will fully disclose to GCOR as promptly as available all information
known or possessed by me concerning the rights mentioned in the preceding
paragraph; and, upon request of GCOR and without further remuneration to me by
GCOR, but at the expense of GCOR, I will execute all applications for patents
and for copyright registration, assignments thereof and other instruments, and
do all things which GCOR may deem necessary to vest and maintain in it my entire
right, title and interest in and to all such rights.

<PAGE>

                                     - 2 -

      This agreement replaces all previous agreements relating to the same or
similar matters which I may have entered into with GCOR with respect to my
present and future period of employment by GCOR. It shall inure to the benefit
of the successors and assigns of GCOR, and shall be binding upon my heirs,
assigns, administrators and representatives. No oral agreement, statement or
representation shall alter the provisions of this agreement.

Date: ___________________, 20___

_________________________________
   (Signature of Employee)

_________________________________
             (Address)

<PAGE>

                                                     [TO BE SIGNED ONLY IF LATER
                                                     REQUESTED TO DO SO PURSUANT
                                                    TO PAR. 6 OF THE AGREEMENT.]

                                    EXHIBIT C

                        FORM OF CONFIDENTIALITY AGREEMENT

      Confidentiality Agreement between Genencor International, Inc., a
corporation incorporated and existing under the laws of Delaware and having a
principal office in _______________ (hereinafter referred to as "GCOR") and
_______________ (hereinafter referred to as "Employee").

      WHEREAS the Employee desires to obtain or elicit confidential testimony or
documents from GCOR for the purpose of litigation or arbitration between or
among Employee and GCOR who desires to maintain the confidentiality of said
testimony or documents.

      THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, and of other good and valuable considerations the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

      1.    All testimony or documents generated, produced, referred to, or
elicited in the course of the litigation or arbitration may, as appropriate, be
designated by either GCOR or the Employee to be confidential ("Confidential
Material"). The party producing a document may designate it as Confidential
Material by marking it with the notation "CONFIDENTIAL." The party may designate
testimony as Confidential Information at the time of the deposition or testimony
of a representative of a party. Testimony so designated shall be transcribed
separately from the rest of the deposition. Alternatively, a party may designate
testimony as Confidential Information by written advice to all parties of the
pages and lines of the transcript so designated, within thirty (30) days of the
receipt by counsel of such transcript, in which event the portion designated
confidential shall be removed from the transcript and transcribed separately.
During said thirty (30) day period, all testimony shall be deemed and treated as
Confidential Information unless otherwise instructed by designating counsel or
the court or arbitration panel.

      2.    Confidential Material and any information derived therefrom which
tends to reveal the contents of Confidential Material may be inspected or used
only for the purposes of this action and only by: (a) the attorneys for the
parties and persons regularly employed by them; (b)

<PAGE>
                                      - 2 -

the parties; (c) any person employed to assist the aforementioned persons in
connection with the preparation and trial or arbitration of this action and any
appellate or judicial review; and (d) the respective court or arbitration panel
before which this action is pending, court or arbitration employees, court
reporters, stenographic reporters and members of the jury or arbitration panel.
No other person shall have access to Confidential Material or be informed of the
contents thereof. If appellate or judicial review is pursued, Confidential
Material may be included in the record under appeal or review, but is, if at all
possible, to be "sealed," marked CONFIDENTIAL, and not made available for public
review.

      3.    Confidential Material in the form of testimony or documents,
including any copies thereof, shall be returned to the party who produced or
generated them either within 30 days following the completion of the trial or
arbitration, or, if appellate or judicial review is pursued, within 30 days
following entry of a final order dispositive of the matter and the time for any
further appeal has expired or the order is otherwise unappealable.

Dated:  _____________________

                                             GENENCOR INTERNATIONAL, INC.

                                             By:_____________________________

                                             Name:___________________________

                                             Title:__________________________

_______________________

</TEXT>
</DOCUMENT>
