Exhibit 10.4
THIRD AMENDMENT TO STOCKHOLDER AGREEMENT
This Third Amendment (the "Third Amendment") to the Stockholder
Agreement dated July 25, 2000 (together with the First and Second Amendments
thereto, the "Stockholder Agreement"), by and among Genencor International, Inc.
("Company"), Xxxxxxx Chemical Company (together with its applicable affiliates
"Eastman"), and Danisco A/S (together with its applicable affiliates "Danisco")
is dated as of the 2nd day of April, 2003 and the provisions of this Third
Amendment shall be effective as of the date set forth herein.
RECITALS
The Parties may desire to decrease the total members of directors on
the Board of Directors of the Company without otherwise disturbing the rights of
the Parties currently enjoyed under the Stockholder Agreement. Therefore, the
Parties have agreed to enter into this Third Amendment to achieve the foregoing
objectives.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and covenants set
forth in this Third Amendment and the Stockholder Agreement, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree to amend
the Stockholder Agreement as follows:
1. The text of Sections 4.1 and 4.3 of the Stockholder Agreement shall be
deleted in their entirety and replaced by the following text:
4.1 Board Composition. The Stockholders and the Company
shall take all actions necessary to cause the Board
of Directors to be comprised of ten (10) members,
three of whom shall be designees of Eastman (the
"Eastman Designees"), three of whom shall be
designees of Danisco (the "Danisco Designees," and
together with the Eastman Designees, the "Stockholder
Designees"), one of whom shall be the Chief Executive
Officer of the Company (the "CEO"), and three of whom
shall be persons who are not otherwise affiliates (as
defined under the Securities Act and the regulations
thereunder) of the Company, Eastman or Danisco (the
"Independent Directors").
4.3 Voting and Other Actions. The Company and the
Stockholders agree to take such actions as are
necessary to effectuate the provisions of Sections
4.1 and 4.2 with respect to all subsequent elections
and appointments of members of the Board. Without
limiting the foregoing, the authorized number of
members of the Board of Directors shall be no greater
than 10 without a further amendment of this agreement
in accordance with the provisions of this Agreement.
In addition the Company and Stockholders shall also
take such other action as is necessary to ensure that
the composition of the Board of Directors is in
compliance with the requirements of the Nasdaq
National Market.
2. Except as expressly amended hereby, the provisions of the Stockholder
Agreement remain unchanged and in full force and effect and this
Third Amendment does not and shall not be deemed to waive, modify or
amend any other provision or terms of the Stockholder Agreement.
IN WITNESS WHEREOF, the Parties' authorized representatives have
executed this Third Amendment as of the day and year first above written.
GENENCOR INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Its: SVP, General Counsel
XXXXXXX CHEMICAL COMPANY DANISCO A/S
(On behalf of itself and (On behalf of itself and its affiliates)
its affiliates)
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxx-Xxxxxxxx/Xxxxx Xxxxxx-Xxxxxxx
------------------- ------------------------------------------
Its: SVP & CFO Its: CEO CFO
