Common use of Merger Provisions Clause in Contracts

Merger Provisions. Notwithstanding any other provisions to the contrary in this Plan, the provisions of this Section 13.10 shall apply upon the merger of DH Subsidiary Inc. with and into the Company pursuant to the Acquisition Agreement between Danisco, Danisco Acquisition Corp. and the Company dated as of January 27, 2005 (the “Acquisition Agreement”). Unless otherwise defined elsewhere in the Plan or in this Section 13.10, each capitalized term used in this Section 13.10 shall have the meaning given to such term in the Acquisition Agreement. (a) At the Effective Time, all shares of Common Stock standing to a Participant’s credit in the Participant’s Stock Account under the Plan immediately prior to such time shall be cancelled and, in lieu thereof, there shall be credited to a new separate Cash Account to be established for the Participant under the Plan as of the Effective Time (the Participant’s “Stock Conversion Account” an amount determined by multiplying the total number of such shares by the Common Stock Merger Consideration. The Commencement Date in effect for the Participant’s Stock Account immediately prior to the Effective Time shall be the Commencement Date for the Participant’s Stock Conversion Date as of the Effective Time, subject to the Participant’s right to thereafter change the Commencement Date for such account in accordance with the provisions of section 7.1 of the Plan. (b) In the case of any Participant for whom a deferral election under Section 4.2 and/or Section 4.3 of the Plan is in effect at the Effective Time with respect to any outstanding stock option or restricted stock unit award granted to the Participant under the Company’s Stock Option and Stock Appreciation Right Plan ( the “SOAR”) or the Company’s 2002 Omnibus Incentive Plan (the “OI”), there shall be credited at such time to the Stock Conversion Account established for the Participant under (a) above (or if no such account has been established for the Participant under (a) above, to a Stock Conversion Account established for the Participant under this subsection (b) of Section 13.10), the amount or amounts required to be credited to such account as of such time pursuant to Section 25(a) of the SOAR and/or Sections 18.8(a) and/or (d) of the OI. If such amounts are credited to a Stock Conversion Account established for the Participant under this subsection (b), the Participant shall be given an opportunity to select a Commencement Date for such account in accordance with the provisions of Section 7.1 of the Plan. (c) This Plan shall not terminate as a result of any of the transactions described in the Acquisition Agreement. The undersigned, comprising all of the members of the Management Development and Compensation Committee of the Board of Directors of Genencor International, Inc. (the “Company”) and acting pursuant to the authority granted to it under Sections 14.2 and 18.3 of the Company’s 2002 Omnibus Incentive Plan (the “Plan”), hereby make the following determinations and take the following actions: (1) If any option outstanding under the Plan is exercised at any time during the period in which the cash tender offer to purchase outstanding shares of the Company’s Common Stock pursuant to the terms of the Acquisition Agreement dated as of January 27, 2005 between Danisco A/S, DH Subsidiary Inc., and the Company (the “Acquisition Agreement”) remains in effect (the “Offer Period”), the holder of such option shall not be required to pay the exercise price for the shares of Common Stock as to which the holder intends to exercise the option, and no shares of Common Stock shall be issued or delivered to the holder upon such exercise of the option. Instead, the holder shall be entitled to receive a single lump sum cash payment, in an amount determined by multiplying (i) the number of shares covered by the holder’s exercise of such option, by (ii) the excess of the Offer Price (as defined in the Acquisition Agreement) over the exercise price for such shares, such lump sum to be paid promptly after the Effective Time if and only if the Effective Time occurs (it being understood that if the Effective Time does not occur such exercise shall be deemed not to have occurred). The amount so payable to the holder shall be reduced by all taxes required by law to be withheld therefrom. (2) The Award Notices evidencing the grant of all options outstanding under the Plan as of the date hereof are hereby automatically amended, effective as of the date hereof, to reflect the provisions in Paragraph (1) above. (3) As soon as possible after the execution of this Agreement, all holders of outstanding options under the Plan shall be furnished with written notice advising them that their options will be cash settled in accordance with the provisions of Paragraph (1) above if exercised during the Offer Period.

Merger Provisions. Notwithstanding any other provisions to the contrary in this his Plan, the provisions of this Section 13.10 11.16 shall apply upon the merger of DH Subsidiary Inc. with and into the Company pursuant to the Acquisition Agreement between Danisco, Danisco Acquisition Corp. and the Company dated as of January 27, 2005 (the “Acquisition Agreement”). Unless otherwise defined elsewhere in the Plan or in this Section 13.10Plan, each capitalized term used in this Section 13.10 11.16 shall have the meaning given to such term in the Acquisition Agreement. (a) At the Effective Time, all shares of Common Stock standing to a Participant’s credit in the Participant’s Stock Account under the Plan immediately prior to such time shall be cancelled and, in lieu thereof, there shall be credited to a new separate Cash Account to be established for the Participant under the Plan as of the Effective Time (the Participant’s “Stock Conversion Account” an amount determined by multiplying the total number of such shares by the Common Stock Merger Consideration. The Commencement Date in effect for the Participant’s Stock Account immediately prior to the Effective Time shall be the Commencement Date for the Participant’s Stock Conversion Date as of the Effective Time, subject to the Participant’s right to thereafter change the Commencement Date for such account in accordance with the provisions of section 7.1 of the Plan. (b) In the case of any Participant for whom a deferral election under Section 4.2 and/or Section 4.3 of the Plan is in effect at the Effective Time with respect to any outstanding stock option or restricted stock unit award granted to the Participant under the Company’s Stock Option and Stock Appreciation Right Plan ( the “SOAR”) or the Company’s 2002 Omnibus Incentive Plan (the “OI”), there shall be credited at such time to the Stock Conversion Account established for the Participant under (a) above (or if no such account has been established for the Participant under (a) above, to a Stock Conversion Account established for the Participant under this subsection (b) of Section 13.10), the amount or amounts required to be credited to such account as of such time pursuant to Section 25(a) of the SOAR and/or Sections 18.8(a) and/or (d) of the OI. If such amounts are credited to a Stock Conversion Account established for the Participant under this subsection (b), the Participant shall be given an opportunity to select a Commencement Date for such account in accordance with the provisions of Section 7.1 of the Plan. (c) This Plan shall not terminate as a result of any of the transactions described in the Acquisition Agreement. The undersigned, comprising all of the members of the Management Development and Compensation Committee of the Board of Directors of Genencor International, Inc. (the “Company”) and acting pursuant to the authority granted to it under Sections 14.2 and 18.3 of the Company’s 2002 Omnibus Incentive Plan (the “Plan”), hereby make the following determinations and take the following actions: (1) If any option outstanding under the Plan is exercised at any time during the period in which the cash tender offer to purchase outstanding No shares of the Company’s Common Stock pursuant to may be purchased by participants under this Plan at any time after the terms Effective Time. (b) No payroll deductions for participants shall be made at any time after the Effective Time. Each participant who immediately before the Effective Time has a credit balance in his or her payroll deduction account under Section 5.02 of the Acquisition Agreement dated as of January 27, 2005 between Danisco A/S, DH Subsidiary Inc., and the Company (the “Acquisition Agreement”) remains in effect (the “Offer Period”), the holder of such option shall not be required to pay the exercise price for the shares of Common Stock as to which the holder intends to exercise the option, and no shares of Common Stock shall be issued or delivered to the holder upon such exercise of the option. Instead, the holder Plan shall be entitled to receive receive, immediately after the Effective Time, a single lump sum cash payment, payment in an amount determined by multiplying first (i) the number of shares covered dividing such credit balance by the holder’s exercise lower of such option(A) the Base Option Price established by the Committee for the Offering that most recently commenced prior to the Effective Time, by or (B) 85% of the Common Stock Merger Consideration, and then, (ii) multiplying the excess of quotient determined under clause (i) by the Offer Price Common Stock Merger Consideration. (as defined in the Acquisition Agreementc) over the exercise price for such shares, such lump sum to be paid promptly after the Effective Time if and only if the Effective Time occurs (it being understood that if the Effective Time does not occur such exercise shall be deemed not to have occurred). The amount so otherwise payable to the holder any participant pursuant to (b) above shall be reduced by the amount of all taxes required by law to be withheld therefromfrom the amount so payable. (2d) The Award Notices evidencing Upon the grant Company’s payment of all options outstanding the amount payable to a participant pursuant to (b) above (less applicable tax withholding thereon) the credit balance in the participant’s payroll deduction account shall be cancelled, and no further payment shall be made with respect to the participant’s payroll deductions under the Plan. (e) This Plan as shall terminate when the last of the date hereof are payments required to be made to participants pursuant to (b) above has been made. The Genencor International, Inc. 2002 Omnibus Incentive Plan is hereby automatically amended, amended effective as of January 27, 2005 by adding at the date hereof, to reflect the provisions in Paragraph (1) above. (3) As soon end thereof a new Section 18.12 which shall read as possible after the execution of this Agreement, all holders of outstanding options under the Plan shall be furnished with written notice advising them that their options will be cash settled in accordance with the provisions of Paragraph (1) above if exercised during the Offer Period.follows:

Merger Provisions. Notwithstanding any other provisions to the contrary in this Plan, the provisions of this Section 13.10 25 shall apply upon the merger of DH Subsidiary Inc. with and into the Company pursuant to the Acquisition Agreement between Danisco, Danisco Acquisition Corp. and the Company dated as of January 27January, 2005 (the “Acquisition Agreement”). Unless otherwise defined elsewhere in the Plan or in this Section 13.10Plan, each capitalized term used in this Section 13.10 25 shall have the meaning given to such term in the Acquisition Agreement. (a) At the Effective Time, all shares of Common Stock standing to a Participant’s credit in the Participant’s Stock Account each stock option granted under the Plan that is outstanding and remains unexercised immediately prior to before such time shall be cancelled andcancelled, and in lieu thereof, there of such option the holder thereof shall be credited entitled to a new separate Cash Account to be established for the Participant under the Plan receive, as of the Effective Time (the Participant’s “Stock Conversion Account” an amount determined by multiplying the total number of such shares by the Common Stock Merger Consideration. The Commencement Date in effect for the Participant’s Stock Account immediately prior to the Effective Time shall be the Commencement Date for the Participant’s Stock Conversion Date soon as of practicable after the Effective Time, subject to the Participant’s right to thereafter change the Commencement Date for such account in accordance with the provisions of section 7.1 of the Plan. (b) In the case of any Participant for whom a deferral election under Section 4.2 and/or Section 4.3 of the Plan is in effect at the Effective Time with respect to any outstanding stock option or restricted stock unit award granted to the Participant under the Company’s Stock Option and Stock Appreciation Right Plan ( the “SOAR”) or the Company’s 2002 Omnibus Incentive Plan (the “OI”), there shall be credited at such time to the Stock Conversion Account established for the Participant under (a) above (or if no such account has been established for the Participant under (a) above, to a Stock Conversion Account established for the Participant under this subsection (b) of Section 13.10), the amount or amounts required to be credited to such account as of such time pursuant to Section 25(a) of the SOAR and/or Sections 18.8(a) and/or (d) of the OI. If such amounts are credited to a Stock Conversion Account established for the Participant under this subsection (b), the Participant shall be given an opportunity to select a Commencement Date for such account in accordance with the provisions of Section 7.1 of the Plan. (c) This Plan shall not terminate as a result of any of the transactions described in the Acquisition Agreement. The undersigned, comprising all of the members of the Management Development and Compensation Committee of the Board of Directors of Genencor International, Inc. (the “Company”) and acting pursuant to the authority granted to it under Sections 14.2 and 18.3 of the Company’s 2002 Omnibus Incentive Plan (the “Plan”), hereby make the following determinations and take the following actions: (1) If any option outstanding under the Plan is exercised at any time during the period in which the cash tender offer to purchase outstanding shares of the Company’s Common Stock pursuant to the terms of the Acquisition Agreement dated as of January 27, 2005 between Danisco A/S, DH Subsidiary Inc., and the Company (the “Acquisition Agreement”) remains in effect (the “Offer Period”), the holder of such option shall not be required to pay the exercise price for the shares of Common Stock as to which the holder intends to exercise the option, and no shares of Common Stock shall be issued or delivered to the holder upon such exercise of the option. Instead, the holder shall be entitled to receive a single lump sum cash payment, payment in an amount determined by multiplying (i) the number of shares covered by of Common Stock still subject to the holder’s exercise of such optionoption immediately before the Effective Time, by (ii) the excess excess, if any, of the Offer Price Common Stock Merger Consideration over the per share exercise price of the option; provided, however, that if a deferral election with respect to any such option has been made by the holder thereof under Section 4.2 of the Genencor International, Inc. Nonqualified Deferred Compensation Plan (as defined the “NQDCP”), no such cash payment shall be made with respect to such option but instead, an amount equal to the cash payment that otherwise would be made to the holder with respect to such option pursuant to this Section 25 (a) in the Acquisition Agreementabsence of such election shall be credited at the Effective Time to the Stock Conversion Account established for the holder under the NQDCP in accordance with the provisions of Section 13.10 thereof (b) over At the exercise price for Effective Time, each SAR granted under the Plan that is outstanding and remains unexercised immediately before such sharestime shall be cancelled and, in lieu of such lump sum SAR, the holder thereof shall be entitled to be paid promptly receive, as soon as practicable after the Effective Time if and only if Time, a single lump sum cash payment in an amount determined by multiplying (i) the number of shares still subject to the SAR immediately before the Effective Time occurs Time, by (it being understood that ii) the excess, if any, of the Effective Time does not occur such exercise shall be deemed not to have occurred). Common Stock Merger Consideration, over the per share Base Value of the SAR. (c) The amount so otherwise payable to the holder any Participant pursuant to (a) and/or (b) above shall be reduced by the amount of all taxes required by law to be withheld therefromfrom the amount so payable. (2d) The Award Notices provisions of each agreement evidencing the grant of all options outstanding stock options, or the grant of SARs, to a Participant under the Plan that are still outstanding and unexercised immediately before January 27, 2005 shall be deemed to have been amended as of such date to the date hereof are extent necessary to conform to and reflect the provisions of this Section 25. (e) This Plan shall terminate when the last of the payments required to be made to Participants pursuant to (a) and (b) above have been made. The Genencor International, Inc. Employee Stock Purchase Plan is hereby automatically amended, amended effective as of January 27, 2005 by adding at the date hereof, to reflect the provisions in Paragraph (1) above. (3) As soon end thereof a new Section 11.16 which shall read as possible after the execution of this Agreement, all holders of outstanding options under the Plan shall be furnished with written notice advising them that their options will be cash settled in accordance with the provisions of Paragraph (1) above if exercised during the Offer Period.follows:

Merger Provisions. Notwithstanding any other provisions to the contrary in this Plan, the provisions of this Section 13.10 18.12 shall apply upon the merger of DH Subsidiary Inc. with and into the Company pursuant to the Acquisition Agreement between Danisco, Danisco Acquisition Corp. and the Company dated as of January 27, 2005 (the “Acquisition Agreement”). Unless otherwise defined elsewhere in the Plan or in this Section 13.10Plan, each capitalized term used in this Section 13.10 18.12 shall have the meaning given to such term in the Acquisition Agreement. (a) At the Effective Time, all shares of Common Stock standing to a Participant’s credit in the Participant’s Stock Account each stock option granted under the Plan that is outstanding and remains unexercised immediately prior to before such time shall be cancelled andcancelled, and in lieu thereof, there of such option the holder thereof shall be credited entitled to a new separate Cash Account to be established for the Participant under the Plan receive, as of the Effective Time (the Participant’s “Stock Conversion Account” an amount determined by multiplying the total number of such shares by the Common Stock Merger Consideration. The Commencement Date in effect for the Participant’s Stock Account immediately prior to the Effective Time shall be the Commencement Date for the Participant’s Stock Conversion Date soon as of practicable after the Effective Time, subject to the Participant’s right to thereafter change the Commencement Date for such account in accordance with the provisions of section 7.1 of the Plan. (b) In the case of any Participant for whom a deferral election under Section 4.2 and/or Section 4.3 of the Plan is in effect at the Effective Time with respect to any outstanding stock option or restricted stock unit award granted to the Participant under the Company’s Stock Option and Stock Appreciation Right Plan ( the “SOAR”) or the Company’s 2002 Omnibus Incentive Plan (the “OI”), there shall be credited at such time to the Stock Conversion Account established for the Participant under (a) above (or if no such account has been established for the Participant under (a) above, to a Stock Conversion Account established for the Participant under this subsection (b) of Section 13.10), the amount or amounts required to be credited to such account as of such time pursuant to Section 25(a) of the SOAR and/or Sections 18.8(a) and/or (d) of the OI. If such amounts are credited to a Stock Conversion Account established for the Participant under this subsection (b), the Participant shall be given an opportunity to select a Commencement Date for such account in accordance with the provisions of Section 7.1 of the Plan. (c) This Plan shall not terminate as a result of any of the transactions described in the Acquisition Agreement. The undersigned, comprising all of the members of the Management Development and Compensation Committee of the Board of Directors of Genencor International, Inc. (the “Company”) and acting pursuant to the authority granted to it under Sections 14.2 and 18.3 of the Company’s 2002 Omnibus Incentive Plan (the “Plan”), hereby make the following determinations and take the following actions: (1) If any option outstanding under the Plan is exercised at any time during the period in which the cash tender offer to purchase outstanding shares of the Company’s Common Stock pursuant to the terms of the Acquisition Agreement dated as of January 27, 2005 between Danisco A/S, DH Subsidiary Inc., and the Company (the “Acquisition Agreement”) remains in effect (the “Offer Period”), the holder of such option shall not be required to pay the exercise price for the shares of Common Stock as to which the holder intends to exercise the option, and no shares of Common Stock shall be issued or delivered to the holder upon such exercise of the option. Instead, the holder shall be entitled to receive a single lump sum cash payment, payment in an amount determined by multiplying (i) the number of shares covered by of Common Stock still subject to the holder’s exercise of such optionoption immediately before the Effective Time, by (ii) the excess excess, if any, of the Offer greater of the Change in Control Price or the Common Stock Merger Consideration over the per share exercise price of the option; provided, however, that if a deferral election with respect to any such option has been made by the holder thereof under Section 4.2 of the Genencor International, Inc. Nonqualified Deferred Compensation Plan (as defined the “NQDCP”), no such cash payment shall be made with respect to such option but instead, an amount equal to the cash payment that otherwise would be made to the holder with respect to such option pursuant to this Section 18.12 (a) in the Acquisition Agreement) over the exercise price for absence of such shares, such lump sum to election shall be paid promptly after credited at the Effective Time if and only if the Effective Time occurs (it being understood that if the Effective Time does not occur such exercise shall be deemed not to have occurred). The amount so payable to the Stock Conversion Account established for the holder shall be reduced by all taxes required by law to be withheld therefrom. (2) The Award Notices evidencing the grant of all options outstanding under the Plan as of the date hereof are hereby automatically amended, effective as of the date hereof, to reflect the provisions in Paragraph (1) above. (3) As soon as possible after the execution of this Agreement, all holders of outstanding options under the Plan shall be furnished with written notice advising them that their options will be cash settled NQDCP in accordance with the provisions of Paragraph Section 13.10 thereof. (1b) At the Effective Time, each SAR granted under the Plan that is outstanding and remains unexercised immediately before such time shall be cancelled and, in lieu of such SAR, the holder thereof shall be entitled to receive, as soon as practicable after the Effective Time, a single lump sum cash payment in an amount determined by multiplying (i) the number of shares still subject to the SAR immediately before the Effective Time, by (ii) the excess, if any, of the greater of the Change in Control Price or the Common Stock Merger Consideration, over the per share exercise price of the SAR. (c) At the Effective Time, all restricted shares of Common Stock granted under the Plan that are still subject to restrictions immediately before such time shall be cancelled and, in lieu of such restricted shares, each holder thereof shall be entitle to receive, as soon as practicable after the Effective Time, a single lump sum cash payment in an amount determined by multiplying (i) the total number of restricted shares of Common Stock standing to the holder’s credit immediately before the Effective Time, by (ii) the greater of the Change in Control Price or the Common Stock Merger Consideration. (d) At the Effective Time, all units of Common Stock granted under the Plan that remain outstanding immediately before such time shall be cancelled and, in lieu of such units, each holder thereof shall be entitled to receive, as soon as practicable after the Effective Time, a single lump sum cash payment in an amount determined by multiplying (i) the total number of such units standing to the holder’s credit immediately before the Effective Time, by (ii) the greater of the Change in Control Price or the Common Stock Merger Consideration; provided, however, that that if a deferral election with respect to any such units has been made by the holder thereof under Section 4.3 of the NQDCP, no such cash payment shall be made with respect to the units subject to such election but instead, an amount equal to the cash payment that otherwise would be made to the holder with respect to such units pursuant to this Section 18.12 (d) in the absence of such election shall be credited at the Effective Time to the Stock Conversion Account established for the holder under the NQDCP in accordance with the provisions of Section 13.10 thereof. (e) Notwithstanding any other provision in this Section 18.12 to the contrary, the amount otherwise payable pursuant to subsections (a) through (d) above to any Participant with respect to the cancellation of Awards may be reduced pursuant to the provisions of Section 17.7 of the Plan, including the Limited Vesting limitation on payment set forth in Section 17.7(b) of the Plan if exercised during applicable to the Offer PeriodParticipant. (f) The amount otherwise payable pursuant to subsections (a) through (e) above to any Participant shall be reduced by the amount of any taxes required to be withheld with respect to such payment under applicable law. (g) This Plan shall terminate when the last of the payments required to be made to Participants pursuant to (a) through (e) above have been made. The Genencor International, Inc. Nonqualified Deferred Compensation Plan is hereby amended effective as of January 27, 2005 by adding at the thereof a new Section 13.10 which shall read as follows: