EXHIBIT 10.3
SECOND AMENDMENT TO STOCKHOLDER AGREEMENT
This Second Amendment (the "Second Amendment") to the Stockholder
Agreement dated July 25, 2000 (together with the First Amendment 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 the
15th day of November, 2002 and the provisions of this Second Amendment shall be
effective as of the date set forth herein.
RECITALS
The Parties may desire to expand 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 Second Amendment to achieve the foregoing
objectives.
AGREEMENT
NOW THEREFORE, in consideration of the premises and covenants set forth
in this Second 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 eleven (11) 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"), one of whom shall
be the last 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
Stockholder agree to take such actions as are
necessary to effectuate the provisions of Sections
4.1 and 4.2 both with respect to the time period
specified in the first sentence of Section 4.1 and
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 11 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 Second
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 Second Amendment as of the day and year first above written.
GENENCOR INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Its: Senior Vice President
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XXXXXXX CHEMICAL COMPANY DANISCO A/S
(On behalf of itself (On behalf of itself and its affiliates)
and its affiliates)
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxx Xxxx-Xxxxxxxx /s/ Xxxxx Xxxxxx-Xxxxxxx
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Its: Chief Financial Officer Its: CEO CEO
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