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EXHIBIT 10.19
PROMISSORY NOTE
(Repayable/Executive Employee)
$___________ Rochester, New York
Date: ___________, 2000
FOR VALUE RECEIVED, the undersigned ________ (the "Executive Employee") and
________ (the "Executive Employee's Spouse"), promise to pay to the order of
GENENCOR INTERNATIONAL, INC. ("Genencor" or the "Company"),
_______________Dollars ($________.00) without interest, (except in the event of
default, delinquent payment or as otherwise set out below), at the principal
offices of Genencor, upon the following terms and conditions:
1. The entire principal amount of this promissory note ("Note") shall be
due and payable five (5) years from the date hereof ("Term"), or as such
date is otherwise extended by written agreement of the parties.
2. The Company shall reimburse the Executive Employee (or the Executive
Employee's Spouse, as the case may be) for all individual income or
related taxes resulting from any interest imputed on this loan during
the Term under the Internal Revenue Code and/or applicable federal and
state tax laws.
3. The above notwithstanding, in the event the Executive Employee: (i) is
discharged by Genencor for cause (as such term is defined in the
Executive Employee's Employment Agreement with the Company); or (ii)
leaves the employment of Genencor of his or her own volition, the entire
principal amount of this Note shall become due and payable on that date
which is six (6) months from the effective date of such discharge or
voluntary termination; and commencing on such date, if the Note remains
unpaid, interest on the unpaid principal amount of the Note at the rate
which is two percent (2%) higher than the then current Prime Rate as
quoted in The Wall Street Journal on the first business day preceding
such effective date (or the maximum interest rate allowed by law, if
such Prime Rate-based interest exceeds same) shall accrue pro rata
(1/365 per day overdue) and also become immediately due and payable
together with the unpaid principal amount of this Note.
4. The above notwithstanding, in the event: (i) the Executive Employee and
the Company mutually agree that the Executive Employee will terminate
from employment with the Company; or (ii) the Company terminates the
Executive Employee for any reason other than cause (including
constructive termination as such term is defined in the Executive
Employee's Employment Agreement with the Company); or (iii) the
Executive Employee ceases employment with the Company through: (a)
retirement (i.e. at age 55 or older with at least ten (10) years of
service with the Company); or (b) death; or (c) permanent disability
under the Company's long-term disability program, the entire principal
amount of this Note shall become due and payable on that date which is
two (2) years from the effective date of such termination or retirement,
or from the date of death or such disability, as the case may be, and
commencing on such date, if the Note remains unpaid, interest on the
unpaid principal amount of the Note at the rate which is two percent
(2%) higher than the then current Prime Rate as quoted in The Wall
Street Journal on the first business day preceding such effective date
or such date of death or disability (or the maximum interest rate
allowed by law, if such Prime Rate-based interest exceeds same) shall
accrue pro rata (1/365 per day overdue) and also become immediately due
and payable together with the unpaid principal amount of this Note.
It is expressly understood and agreed between the Parties that the
Company's reimbursement obligation for individual taxes pursuant to
Section 2 above does not cover any period beyond the Term (i.e. during
any grace periods for repayment, being six (6) months under Section 3
above and two (2) years under this Section 4).
5. In the event the Executive Employee remains employed by the Company upon
the expiration of the Term, the terms and maturity of this loan will be
reexamined by the Company and any agreements regarding same between the
Executive Employee and the Company will be set out in writing.
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6. All or any part of the unpaid principal amount of this Note may be
prepaid without premium at any time prior to the maturity hereof.
7. The total amount of this loan must be used exclusively as a down payment
on a residence for the Executive Employee in Palo Alto, California or
its surrounding area (the "Residence"), which down payment must also
include an amount which is the lesser of: (i) $100,000 of the Executive
Employee's other funds; or (ii) the equity proceeds from the sale of the
Executive Employee's residence in Rochester, New York or its surrounding
area. The grace periods for repayment notwithstanding, (i.e. six (6)
months under Section 3, and two (2) years under Section 4 above) in the
event the Executive Employee's Residence is sold prior to repayment of
all amounts owing under this Note, the entire principal amount of this
Note shall become due and payable immediately upon closing of such sale.
8. If payment on this Note is not made when due, and legal action is
commenced on this Note, the Executive Employee agrees to pay reasonable
attorneys' fees and out-of-pocket expenses of suit and enforcement.
9. The Company reserves the right to require in its sole discretion at any
time during the Term of this Note or any extension hereof, that the
Executive Employee provide security for this Note in the form of a
security interest in the Executive Employee's stock options, shares or
other equity interest in the Company (recognizing that same may first be
issued in the future), and in such instance the Executive Employee shall
execute such documentation as the Company may reasonably request. Such
security interest shall be promptly terminated by the Company upon full
payment of the outstanding principal of and any interest on this loan.
10. At the Company's request, the Executive Employee and the Executive
Employee's Spouse shall execute a deed of trust on the Residence in
favor of the Company, in such form as reasonable and customary in the
Palo Alto area residential market, which deed of trust shall only be
recorded in the Company's sole discretion in the event of: (i) the
Executive Employee's termination from employment with the Company for
any reason; or (ii) default under this Note. All costs of recording
shall be borne by the Company.
11. In the event (i) the Executive Employee and the Company mutually agree
that the Executive Employee will terminate from employment with the
Company; or (ii) the Company terminates the Executive Employee for any
reason other than cause (including constructive termination as such term
is defined in Executive Employee's Employment Agreement with the
Company); or (iii) the Executive Employee ceases employment with the
Company through death, or permanent disability under the Company's
long-term disability program AND, the Residence is sold within the two
(2) year grace period (described under Section 4 above) following such
termination, death or disability, and the proceeds of such sale are
insufficient to: (a) return the Executive Employee's equity portion of
the original purchase price of the Residence; (b) satisfy the remaining
balance on Executive Employee's third party mortgage loan incurred at
the time Executive Employee originally purchased the Residence; (c)
cover Executive Employee's reasonable and customary closing costs
incurred on sale of the Residence; and (d) repay this loan, then the
Company shall forgive such amount of the loan that is equal to such
insufficiency, up to 100% of the amount of the loan. The above
notwithstanding, in the event the price for which the Residence is sold
is lower than the average of two independent appraisals (the
"Appraisal"), then the forgiveness shall be reduced by the amount by
which such sales price is lower than the Appraisal. In any instance, the
Company will also reimburse the Executive Employee (or the Executive
Employee's Spouse, as the case may be) for all individual income or
related federal or state taxes resulting from any such forgiveness.
In the event the Executive Employee ceases employment with the Company
through retirement (as such term is defined in Section 4 (iii) above)
AND, the Residence is sold within such two (2) year grace period after
retirement, and such sale proceeds are insufficient to cover (a), (b),
(c) and (d) above, the Company will
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forgive such amount of the loan that is equal to a percentage of such
insufficiency, where the percentage is calculated as a ratio of the
amount of this loan to the Employee's original purchase price of the
Residence, up to 100% of the amount of this loan. The above
notwithstanding, in the event the price for which the Residence is sold
is lower than the average of two independent appraisals (the
"Appraisal"), then the forgiveness shall be reduced by an amount being:
(A) the amount by which such sales price is lower than the Appraisal
multiplied by (B) the same percentage as above. In any instance, the
Company will also reimburse the Executive Employee (or the Executive
Employee's Spouse, as the case may be) for all individual income or
related federal or state taxes resulting from any such forgiveness.
In the event the Executive Employee: (i) is discharged by Genencor for
cause (as such term is defined in the Executive Employee's Employment
Agreement with the Company); or (ii) leaves the employment of Genencor
of his or her own volition, the Company shall not forgive any amount of
this loan.
12. Nothing in this Note shall be interpreted to give the Executive Employee
any guarantee of employment or right to continue in the employ of
Genencor for any particular period of time.
IN WITNESS WHEREOF, the Executive Employee has executed, dated and delivered
this Promissory Note effective as of the day and year first written above.
WITNESS:
for the EXECUTIVE EMPLOYEE ----------------------------------
Signature- EXECUTIVE EMPLOYEE
-------------------------------- ----------------------------------
Social Security Number
Date: Date:
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WITNESS:
for the EXECUTIVE EMPLOYEE'S SPOUSE
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Signature- EXECUTIVE
EMPLOYEE'S SPOUSE
-------------------------------- -------------------------------
Social Security Number
Date: Date:
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GENENCOR INTERNATIONAL, INC. WITNESS:
for the Company
BY:
-------------------------------- -------------------------------
Title: Date:
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Date:
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