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                                                                   EXHIBIT 10.1


                       RETIREMENT AND CONSULTING AGREEMENT

         THIS RETIREMENT AND CONSULTING AGREEMENT (the "Agreement") is entered
into as of August 21, 2002, by and between W. Thomas Mitchell ("Executive") and
Genencor International, Inc., a Delaware Corporation (the "Company").

         WHEREAS, Executive has served for many years as the Chief Executive
Officer and Chairman of the Board of Directors (the "Board ") of the Company;

         WHEREAS, the Company and Executive entered into an Employment Agreement
dated June 21, 1995 (the "Original Employment Agreement"), attached to this
Agreement as Exhibit A;

         WHEREAS, Executive would like to resign as Chief Executive Officer and
President of the Company, effective the date a successor to that position is
appointed by the Board;

         WHEREAS, Executive desires to retire from active employment with the
Company effective on January 1, 2003; and

         WHEREAS, Executive has agreed to provide advice and assistance to the
Company as requested on a consulting basis through December 31, 2003.

         THEREFORE, in consideration of the mutual covenants and agreements
described below, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Executive and the Company agree as
follows:

      I. EMPLOYMENT AND RETIREMENT

         1. EFFECTIVE DATE. Sections 2, 3, 4, 5 and 6 of this Agreement shall be
effective as of the Resignation Date, as defined below. All other provisions of
this Agreement shall be effective as of the Retirement Date, as defined below.
Prior to the Retirement Date, the Company and Executive shall continue to be
bound by the terms of the Original Employment Agreement, except to the extent
that the terms of the Original Employment Agreement conflict with Sections 2, 3,
4, 5 and 6 herein, in which case the terms of Sections 2, 3, 4, 5 and 6 shall
thereby govern. Executive and the Company hereby agree that upon the Retirement
Date, the Original Employment Agreement shall be superseded in its entirety by
this Agreement.

         2. RESIGNATION AND RETIREMENT. Executive hereby confirms his previously
announced intention to resign as Chief Executive Officer and President of the
Company as of the date a successor Chief Executive Officer and President of the
Company is appointed by the Company's Board (the "Resignation Date"). Further,
Executive hereby retires from active employment with the Company effective as of
January 1, 2003 (the "Retirement Date"). The Company hereby accepts Executive's
retirement from active employment, effective as of the Retirement Date.
Executive shall remain Chairman of the Board following the Resignation Date. The
Board may request at any time that Executive resign as Chairman from the Board,
at which time Executive will promptly resign upon receipt of written notice of
such request.

         3. BASE SALARY. Executive will continue to be paid a base salary of
$555,000 per annum, payable in accordance with the customary payroll practices
of the Company, through the Retirement Date.

         4. TARGET BONUS. Executive will continue to participate in the
Company's Variable Pay Plan through the remainder of the Company's fiscal year
2002, and shall receive any bonus to which he is

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entitled under that Variable Pay Plan. Executive will not participate in the
Variable Pay Plan, or any other Company bonus plan, after January 1, 2003.

         5. BENEFITS. Through the Retirement Date, Executive will be entitled to
participate fully in all of the Company's benefit plans generally available to
any of its senior executive employees. Following the Retirement Date,
Executive's benefits will terminate.

         6. TERMINATION UNDER THE ORIGINAL EMPLOYMENT AGREEMENT. During the
period between the Resignation Date and the Retirement Date, if Executive is
terminated without cause by the Company (as described in Section 8 of the
Original Employment Agreement), or if Executive dies or becomes permanently
disabled such that he is unable to carry out his duties to the Company, the
Company shall be obligated to pay Executive (or his spouse in the event of
Executive's death) the compensation due to him pursuant to this Agreement as if
Executive's employment terminated on the Retirement Date. If Executive resigns
his employment for any reason or is terminated for cause (as described in
Section 7 of the Original Employment Agreement), Executive will solely be
entitled to the compensation and benefits provided in Section 7 of the Original
Employment Agreement.

         7. RESTRICTED STOCK PURCHASE AGREEMENT; PROMISSORY NOTE. As a result of
the actions taken by the Board at their regular meetings on August 21 and 22,
2002, Executive's obligations under that certain Restricted Stock Purchase
Agreement and related Promissory Note, both dated April 28, 2000, have been
fully satisfied. The Company will record cancellation of such Promissory Note in
due course and provide evidence thereof to Executive. In addition, the Board
provided Executive with stock option grants as indicated in the Stock Option
Grant Notice dated August 21st, 2002, and the Executive hereby accepts the terms
of such grant.

         8. EXECUTIVE BENEFITS. In addition to any benefits payable to Executive
or his spouse, after the Retirement Date, pursuant to the terms of the Company's
benefit plans set forth in Section 5 hereof, Executive, or his spouse in the
event of Executive's death, EXCEPTING that Executive's spouse shall under no
circumstances be entitled to any benefits under (8)(c)(iii) and (8)(c)(iv)
below, shall receive the following benefits from the Company, CONTINGENT on
Executive remaining employed with the Company through the Retirement Date, as
provided below.

         (a) HOUSING LOAN: Executive has executed, and will continue to be bound
by the terms and provisions of a Promissory Note with the Company, in the amount
of $750,000, dated July 27, 1999 (as amended, the "Original Note"), attached to
this Agreement as Exhibit B.

         (b) ADDITIONAL BENEFITS. The Company will provide Executive with the
following additional post-retirement benefits.

                  (i) Following the Retirement Date, Executive will be allowed
to continue his medical coverage under COBRA. The Company will pay the cost of
that coverage through, but not after, December 31, 2003.

                  (ii) The Company will pay for Executive to receive reasonable
tax preparation and financial planning services from PricewaterhouseCoopers,
LLP, or an equivalent firm, for calendar years 2003, 2004 and 2005.

                  (iii) The Company will continue to pay for Executive's annual
executive check-up and health counseling for calendar years 2003, 2004 and 2005.

                  (iv) The Company will provide Executive with one set of
Company computers and accompanying office equipment (an "Office Set"), the value
of which Office Set is estimated to be $1,500.

         (c) HOUSING ASSISTANCE. The Company will provide Executive with the
following benefits with respect to his Palo Alto, California residence (the
"Residence").

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                  (i) In recognition of Executive's valuable and essential
assistance in the orderly transition to a new Chief Executive Officer, the
Company will provide housing supplement payments, in the amount of $2,586.00 per
company pay period, to defray the cost of Executive's mortgage on the Residence,
until the earlier of: (i) the date Executive sells the Residence; or (ii) the
later of (a) June 30, 2003 or (b) the date Executive resigns as Chairman of the
Board, or is asked to resign as Chairman pursuant to Section 2 of this
Agreement.

                  (ii) Provided that Executive satisfies the terms of this
Agreement, the Company hereby guarantees until June 30, 2003, the sale of
Executive's Residence for $2,000,000, plus customary closing costs, (the
"Guaranteed Amount") and will pay to Executive (upon closing of the sale
transaction), if applicable, a bonus in an amount equal to (a) the difference
between the Guaranteed Amount and the actual sales price, plus customary closing
costs, if less than the Guaranteed Amount, plus (b) an amount necessary to
reimburse Executive for any taxes due on any payment made to Executive pursuant
to this Section 8(c)(ii).


      II. CONSULTING RELATIONSHIP

         9. CONSULTING SERVICES. In recognition of the significant value to the
Company of the availability of a person of Executive's experience, the Company
hereby engages Executive as a consultant for the period beginning January 2,
2003 through December 31, 2003 (the "Consulting Period"), and Executive hereby
commits to serve the Company as a consultant during the Consulting Period.
Executive will serve as non-employee Chairman of the Board, and if Executive
resigns as Chairman, or is asked to resign pursuant to Section 2 of this
Agreement, Executive will hold the title of Consultant Advisor until the end of
the Consulting Period. During the Consulting Period, Executive will consult with
management of the Company as requested from time to time. During the Consulting
Period, Executive will make himself available for at least twenty (20) hours
each month, to assist the Company in the manner provided in this Section. During
the Consulting Period, Executive will be free to pursue and accept any
employment or consulting arrangement with any other entity, so long as that
entity is not a Competitor, as defined in Section 13 of this Agreement, and
provided that such employment or consulting arrangement does not interfere with
Executive's duties under this Agreement.

         10. COMPENSATION. Executive will be paid a fee of $100,000 for the
Consulting Period. Such fee will be paid by check either in lump sum, or regular
monthly or quarterly periodic payments as determined by the Company within a
reasonable time following the Retirement Date.

         11. TERMINATION. The Company may terminate the consulting relationship
with Executive for Cause during the Consulting Period, by providing Executive
with written notice of such termination. For the sole purpose of this
subsection, the term "Cause" will be defined as (i)Executive's failure or
refusal to reasonably perform his consulting duties in accordance with this
Agreement, after having received written notice from the Board of such failure
or refusal and at least thirty (30) days to cure such failure or refusal ,or
(ii) conduct which would constitute insubordination if the Executive were an
employee of the Company, after having received written notice from the Board of
such insubordination and at least thirty (30) days to cure such insubordination.

    III. GENERAL PROVISIONS

         12. INDEMNITY. The Company will indemnify and provide a defense to
Executive to the full extent permitted by law and its bylaws with respect to any
claims arising out of the performance of his duties as an employee, director or
officer of the Company, consistent with the indemnity and defense provided to
other officers and directors of the Company.

         13. NON-COMPETITION. Executive shall not, directly or indirectly,
engage, without the prior written consent of the Company, in any business or
activity in direct or indirect competition with the Company, whether as an
employee, consultant, partner, principal, agent, representative, equity holder
or in any other individual, corporate or representative capacity (without
limitation by specific enumeration of the

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foregoing), or render any services or provide any advice to any business,
activity or person in direct or indirect competition (or seeking to compete,
directly or indirectly) with the Company (a "Competitor"), until the LATER of
(a) the date Executive ceases to serve on the Board, OR (b) the date that the
Consulting relationship between Executive and the Company terminates.

     Notwithstanding the foregoing, Executive may own, directly or indirectly,
up to one percent (1%) of any class of securities of any company that is listed
on a national securities exchange or whose securities are traded in a national
over-the-counter market.

         14. NON-SOLICITATION. During the period commencing on the effective
date of this Agreement and continuing through December 31, 2003, Executive shall
not directly or indirectly, personally or through others, solicit or attempt to
solicit (on the Executive's own behalf or on behalf of any other person or
entity) the employment or retaining of any employee or consultant of the Company
or any of the Company's affiliates.

         15. MUTUAL RELEASE. In exchange for the consideration provided to
Executive and the Company under this Agreement that Executive and the Company
would otherwise not be entitled to, Executive and the Company expressly waive
and release (EXCEPTING any claims the Company may have against Executive in
connection with a breach by Executive of the Non-Competition Agreement or the
Invention Disclosure Agreement, as defined in Section 16 or for breach of this
Agreement by either party)and promise never to assert any claims or causes of
action, whether or not now known, against the other party or the other party's
predecessors, successors, subsidiaries, officers, directors, agents, employees
and assigns, with respect to any matter, arising at any time prior to and
including the date of execution of this Agreement, including, but not limited
to, any matter arising out of or connected with Executive's employment with the
Company or the termination of that employment, or any claim in connection with
any benefit or compensation allegedly owed or provided by the Company,
including, without limitation, claims of wrongful discharge, emotional distress,
defamation, fraud, breach of contract, breach of the covenant of good faith and
fair dealing, any claims of discrimination or harassment based on sex, age,
race, national origin, disability or on any other basis, under Title VII of the
Civil Rights Act of 1964, as amended, the California Fair Employment and Housing
Act, the California Labor Code, the Age Discrimination in Employment Act of
1967, as amended (the "ADEA"), the New York State Human Rights Law, the New York
City Administrative Code, and all other laws and regulations relating to
employment.

         Executive expressly waives and releases any and all rights and benefits
under Section 1542 of the Civil Code of the State of California (or any
analogous law of any other state), which reads as follows: "A general release
does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor." Furthermore, both
Executive and the Company agree and understand that if, hereafter, they discover
facts different from or in addition to those which they now know or believe to
be true, that the waivers and releases herein shall be and remain effective in
all respects notwithstanding such different or additional facts or the discovery
thereof.

         Nothing contained in this Agreement shall constitute or be treated as
an admission by Executive or the Company of liability, of any wrongdoing, or of
any violation of law.

         Executive understands and agrees that he is waiving any right to bring
any claim of age discrimination, as well as any other claim against the Company.
Executive further understands that he has up to twenty-one (21) days to review
this Agreement, and to consult with an attorney of his choice. Executive has
seven (7) days after signing the Agreement to revoke such Agreement, by
providing written notice of revocation to the Company. If Executive wishes to
revoke this Agreement during such time, he shall deliver a letter of revocation
to Richard Ranieri, Senior Vice President, Human Resources. Because of this
revocation period, Executive understands that the Agreement shall not become
effective or enforceable until the eighth day after Executive has signed this
Agreement.

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         16. MISCELLANEOUS PROVISIONS.

         (a) NOTICE. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by overnight courier, U.S. registered or
certified mail, return receipt requested and postage prepaid. In the case of
Executive, mailed notices shall be addressed to him at the home address which he
most recently communicated to the Company in writing. In the case of the
Company, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its General Counsel.

         (b) MODIFICATIONS AND WAIVERS. No provision of this Agreement shall be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by Executive and by an authorized officer of the
Company (other than Executive). No waiver by either party of any breach of, or
of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

         (c) TAXES. All payments made under this Agreement shall be subject to
reduction to reflect taxes or other charges required to be withheld by law.

         (d) OTHER AGREEMENTS. Any additional restrictive covenants that are
contained in any other agreement between Executive and the Company, including,
but not limited to, certain covenants contained in the Employee Confidentiality,
Non-Disclosure and Non-Competition Agreement, dated as of June 21, 1995 (the
"Non-Competition Agreement") or the Invention Disclosure/Assignment Agreement,
dated June 21, 1995 (the "Invention Disclosure Agreement"), the Original Note,
any option agreement or restricted stock purchase agreement between Executive
and the Company, or any indemnification agreement in existence on the Retirement
Date shall survive the Retirement Date and be enforceable in accordance with
their terms. Provided further, however, that Section 13 herein shall supersede
the aforementioned June 21, 1995 Agreements with respect to non-competition
covenants.

         (e) CHOICE OF LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California (except provisions governing the choice of law).

         (f) DISPUTE RESOLUTION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, and if the dispute cannot be promptly settled
through negotiation, the parties agree first to try in good faith to settle the
dispute by non-binding mediation administered by the American Arbitration
Association under its Commercial Mediation Rules ("CMR") before resorting to
litigation. Each party shall be solely responsible for the expenses it incurs in
connection with any mediation (including attorneys' fees), except that the
parties shall share equally the fees and expenses of the American Arbitration
Association and the mediator. If the dispute is submitted to mediation, the
parties agree that they shall have thirty (30) days to agree on a mediator duly
qualified with respect to expertise in matters relating to employment or
termination of or change in employment status and applicable law governing same
and if they cannot agree as to the selection of such mediator, then the matter
shall be resolved by litigation. If after the parties agree upon a mediator and
fail to resolve the matter after diligent and good faith mediated negotiation
for a period of sixty (60 days) then the matter shall be resolved by litigation.

         The only claims not covered by this agreement to mediate disputes are:
(i) claims for benefits under the unemployment insurance benefits; (ii) claims
for workers' compensation benefits under any of the Company's workers'
compensation insurance policy or fund; (iii) claims arising from or relating to
the non-competition provisions of this agreement; and (iv) claims concerning the
validity, infringement, ownership, or enforceability of any trade secret, patent
right, copyright, trademark or any other intellectual property right, and any
claim pursuant to or under any existing confidential/proprietary/trade secrets
information and inventions agreement(s) such as the Invention Disclosure
Agreement. With respect to such disputes, they shall not be subject to
mediation; rather, they will be resolved pursuant to applicable law.
<PAGE>

             Consistent with Section M-14 of the CMR, both parties agree that
the mediation shall be terminated: (i) by the execution of a settlement
agreement by the parties; (ii) by a written declaration of the mediator to the
effect that further efforts at mediation are no longer worthwhile; or (iii) by a
written declaration of a party or parties to the effect that mediation
proceedings are terminated.

             Mediation will be conducted in Santa Clara County, California or,
if Executive does not reside within 100 miles of Santa Clara County at the time
the dispute arises, then the mediation may take place in the largest
metropolitan area within 50 miles of Executive's place of residence when the
dispute arises.

             (g) UNIQUE SERVICES. Executive agrees that the services he is
providing to the Company are unique, and that the Company may suffer irreparable
harm should Executive breach this Agreement, particularly in the case of a
breach by Executive of Section 13 of this Agreement (Non-Competition). As a
result, Executive agrees that the Company may seek and obtain injunctive relief
as a remedy for any breach of this Agreement by him.

             (h) SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

             (i) NO ASSIGNMENT. This Agreement and all rights and obligations of
Executive hereunder are personal to Executive and may not be transferred or
assigned by Executive at any time. The Company may assign its rights under this
Agreement to any entity that assumes the Company's obligations hereunder in
connection with any sale or transfer of all or a substantial portion of the
Company's assets to such entity.

             (j) HEADINGS. The headings of the sections contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of any provision of this Agreement.

             (k) PRIOR AGREEMENTS. Except as set forth herein, this Agreement
shall supersede and render null and void any and all prior agreements, either
oral or written, between Executive and the Company, and contains the entire
agreement between Executive and the Company with respect to any matters referred
to in this Agreement, including any severance to which Executive may be
entitled, and supersedes any previous oral or written agreements.



                  [Reminder of page intentionally left blank.]


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                         GENENCOR INTERNATIONAL, INC.

                                         By: /s/ DR. NORBERT G. RIEDEL
                                         --------------------------------------
                                         Name:    Dr. Norbert G. Riedel
                                         Title:   Chair, Management Development
                                                  and Compensation



                                         GENENCOR INTERNATIONAL, INC.

                                         By: /s/ RICHARD J. RANIERI
                                         --------------------------------------
                                         Name:    Richard J. Ranieri
                                         Title:   Senior Vice President, Human
                                                  Resources





                                         W. THOMAS MITCHELL


                                         /s/  W. THOMAS MITCHELL
                                         --------------------------------------

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                                    EXHIBIT A


                          ORIGINAL EMPLOYMENT AGREEMENT








[INCORPORATED BY REFERENCE TO EXHIBIT 10.14 TO THE COMPANY'S ANNUAL STATEMENT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001]



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                                    EXHIBIT B


                                  ORIGINAL NOTE






[INCORPORATED BY REFERENCE TO EXHIBIT 10.13 TO THE COMPANY'S ANNUAL STATEMENT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001]