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                                                                    Exhibit 10.2

                          GENENCOR INTERNATIONAL, INC.

                 STOCK OPTION AND STOCK APPRECIATION RIGHT PLAN

     1.   PURPOSE.  The GENENCOR INTERNATIONAL, INC. STOCK OPTION AND STOCK
APPRECIATION RIGHT PLAN (hereinafter referred to as the "Plan") is designed to
retain, attract and motivate the best available personnel and to furnish
additional incentive to employees, consultants and advisors of Genencor
International, Inc. or its subsidiaries, (hereinafter referred to as the
"Company"), as defined in Section 424 of the Internal Revenue Code of 1986, as
amended (hereinafter referred to as the "Internal Revenue Code") upon whose
efforts the successful conduct of the business of the Company largely depends,
by encouraging such individuals to acquire a proprietary interest in the Company
or to increase the same. This purpose will be effected through the granting of
options to purchase the Common Stock, one cent ($.01) par value per share, of
the Company (the "Shares") which options will be identified by the Board of
Directors of the Company (hereinafter referred to as the "Board") either as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or as nonstatutory stock options. This purpose also will be
effected through the granting of stock appreciation rights (hereinafter referred
to as "SARs"), as hereinafter defined, by the Board, or by such officer or
officers of the Company to whom the Board may delegate the authority to issue
SARs.

     2.   ELIGIBILITY.  The persons eligible to receive options and SARs under
this Plan shall be such employees, consultants or advisors of the Company as the
Board shall select from time to time, provided that: (a) incentive stock options
shall be granted only to employees, and (b) no individual who is a member of an
investment firm which is a party to a public or private offering of any
securities of the Company shall be eligible to receive options or SARs under
this Plan. Persons receiving options or SARs under this Plan are hereinafter
referred to as "Participants."

     3.   STOCK SUBJECT TO OPTIONS AND SARS.  Subject to the provisions of
Section 12 hereof, options may be granted under the Plan to purchase, and SARs
may be granted with respect to, in the aggregate, not more than eighteen million
(18,000,000) Shares. The Shares may, in the discretion of the Board, consist
either in whole or in part of authorized but unissued Shares or Shares held in
the treasury of the Company, and the Shares may, in the discretion of the Board,
become subject to incentive stock options, nonstatutory stock options, or SARs.
Any Shares subject to an option or SAR which for any reason expires or is
terminated unexercised or without maturing as to such Shares shall continue to
be available for the grant of options or SARs under the Plan.

     4.   ANNUAL LIMITATION FOR INCENTIVE STOCK OPTIONS.  The aggregate fair
market value (determined as of the time the option is granted) of the Shares
with respect to which incentive stock options are exercisable for the first time
by a Participant during any calendar year (under all incentive stock option
plans of the Company, any parent and any subsidiaries) shall not exceed one
hundred thousand dollars ($100,000), the options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be
treated as nonstatutory stock options.


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     5.   TERMS AND CONDITIONS OF OPTIONS. Each option granted by the Board
pursuant to this Plan shall be evidenced by a stock option agreement in such
form or forms as the Board may from time to time prescribe (which agreements
need not be identical) containing provisions consistent with the Plan,
including a waiting period following the grant of the option during which all
or any part of the option may not be exercised. The right of the Company to
terminate the employment of the Participant at any time, with or without cause,
shall in no way be restricted by the existence of this Plan, any option granted
hereunder, or any stock option agreement relating thereto. Options shall in all
cases further be subject to the following terms and conditions:

          a.   TYPE OF OPTION AND PRICE. Each option grant shall state the
number of Shares subject to the option, whether the option is intended to be an
incentive stock option or a nonstatutory stock option and the option price. The
option price of any incentive stock option shall equal or exceed the fair
market value of the Shares with respect to which the incentive stock option is
granted at the time of the granting of the option. The option exercise price of
any nonstatutory stock option shall equal or exceed eighty-five percent (85%)
of the fair market value of the Shares with respect to which the nonstatutory
stock option is granted at the time of the granting of the option. However, if
an incentive or nonstatutory stock option is granted to any person who is
deemed to own stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any parent or
subsidiary (hereinafter referred to as a "Ten Percent Stockholder"), the option
price shall not be less than one hundred ten percent (110%) of the fair market
value of the Shares with respect to which the option is granted at the time of
the granting of the option to the Ten Percent Stockholder. For this and other
purposes under the Plan, the fair market value of the Shares shall equal: (a)
the public trading price, if the Shares are publicly traded, or (b) the value
set by the Board in good faith and from time to time, as the Board deems
reasonable in its sole discretion (without regard to any restrictions other
than a restriction which, by its terms, will never lapse) based upon a
reasonable method of valuation adopted (and reasonably adjusted or replaced
from time to time, as the Board deems reasonable) in accordance with Section
422(c)(1) of the Internal Revenue Code. The Board will use its good faith
efforts to determine the fair market value of the Shares, but neither the Board
nor the Company will be responsible for the payment of any tax imposed upon the
Participants.

          b.   TERM. The term of each option shall be determined by the Board,
but in no event shall an option be exercisable either in whole or in part after
the expiration of ten (10) years from the date on which it is granted.
Notwithstanding the foregoing, an incentive stock option granted to a Ten
Percent Stockholder shall not be exercisable either in whole or in part after
the expiration of five (5) years from the date on which it is granted. The
Board and a Participant may at any time by mutual agreement terminate any
option granted to such Participant under the Plan.

          c.   EXERCISE. Each option shall provide a vesting schedule for its
exercise as determined by the Board and as set forth in the option agreement
for such option; provided, however, that options granted prior to an initial
public offering of the Shares and subject to applicable law, shall provide for
vesting of the total number of options at a rate thirty-three and 1/3 percent
(33-1/3%) per year over three (3) years from the date the option was granted,
subject to reasonable conditions such as continued employment. Notwithstanding
the foregoing, the



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Board may, in its sole discretion, accelerate the exercise period of any option
based upon an individual optionee's performance or other factors. Each option,
or any installment thereof, shall be exercised, whether in whole or in part, by
giving written notice to the Company at its principal office, specifying the
number of Shares purchased and the purchase price being paid, and accompanied by
the payment of the purchase price. A Participant may pay for the Shares subject
to the option with cash, a certified check or a bank cashier's check payable to
the order of the Company. Alternatively, with the consent of the Board and in
the sole discretion of the Board, the Participant may be permitted to pay for
the Shares, in whole or in part, by the delivery of Shares already owned by the
Participant, provided such Shares have been held by the Participant for at least
six (6) months after issue which Shares will be accepted in exchange at their
fair market value on the date of exercise. Certificates representing the Shares
purchased by the Participant shall be issued as soon as reasonably practicable
after the Participant has complied with the provisions hereof.

     6.   TERMS AND CONDITIONS OF SARs. Each SAR granted by the Board pursuant
to this Plan shall be evidenced by a SAR agreement in such form or forms as the
Board may from time to time prescribe (which agreements need not be identical)
containing provisions consistent with the Plan. The right to terminate the
employment of the Participant at any time, with or without cause, shall in no
way be restricted by the existence of this Plan, any SARs granted hereunder, or
the SAR agreement related thereto. SARs shall further be subject to the
following terms and conditions:

          a.   TERM OF SARs. Participants shall be awarded SARs for such
vesting periods greater than six (6) months as the Board may determine. At the
discretion of the Board, SARs may automatically mature on such dates as the
Board shall determine in advance and set forth in the SAR Agreement, or the
Participant may be given the right to exercise the SAR within a period set by
the Board. The maturity date or exercise period may begin no sooner than six
(6) months from the date of grant and end no later than ten (10) years from the
date of grant.

          b.   VALUE OF SARs. The value of a SAR shall be the excess of the
Maturity Value of the Shares covered thereby over the Base Value of the Shares
covered thereby. The method of determining the Base Value and Maturity Value
shall be set forth in the SAR Agreement. If the Maturity Value is less than the
Base Value, the value of the SAR shall be zero.

          c.   MATURITY OR EXERCISE. Upon maturity or exercise, the Participant
shall become entitled to receive, in cash or Shares or any combination thereof
as set forth in the SAR Agreement in the sole discretion of the Board, the
value of the SAR. If Shares are distributed in payment of a SAR, the value of
such distributed Shares shall be determined as of the maturity or exercise
date, even though the Shares may be distributed at a later date.

     7.   TANDEM GRANTS. At the sole discretion of the Board, options and SARs
may be granted separately or in tandem. If designated as granted in tandem by
the Board, then the option and SAR shall be alternative, such that to the
extent the option is exercised, the corresponding SAR shall be extinguished,
and to the extent the SAR is exercised, the corresponding option shall be
extinguished.



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     8.   ASSIGNMENT OF OPTIONS AND SARS. During the lifetime of the
Participant, incentive stock options hereunder shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant,
whether voluntarily or by operation of law or otherwise, and no other person
shall acquire any rights therein. Only after an initial public offering of the
Shares, nonstatutory stock options and SARs may be transferable by a Participant
to or for the benefit of a family member, if permitted in the option or SAR
agreement.

     9.   DEATH OF PARTICIPANT. In the event that a Participant shall die while
he/she is an employee, consultant or advisor of the Company and prior to the
complete exercise of options or maturity of SARs granted to him or her under
the Plan, any such remaining options or SARs shall be fully vested and may be
exercised in whole or in part within one (1) year after the date of the
Participant's death and then only: (i) by the Participant's estate or by or on
behalf of such person or persons to whom the Participant's rights pass under
his will or the laws of descent and distribution, (ii) to the extent that the
Participant would have been entitled to exercise the option or SAR at the date
of his death had it been fully vested, and subject to all of the conditions on
exercise imposed by the Plan and the option or SAR agreement, and (iii) prior
to the expiration of the term of the option or SAR. In the case of SARs with
fixed maturity dates, if the Participant dies while he or she is an employee,
consultant of advisor of the Company such portion of the value of the SAR as
shall be set forth in the SAR Agreement shall be paid on terms set forth in the
SAR Agreement to the Participant's estate or to such person or persons to whom
the Participant's rights pass under his will or the laws of descent and
distribution.

     10.  DISABILITY OF PARTICIPANT. In the event that a Participant's
employment or status as a consultant or advisor with the Company terminates due
to the Participant's permanent disability and prior to the complete exercise or
maturity of options or SARs granted to him or her under the Plan, any such
remaining options or SARs shall be fully vested and may be exercised in whole or
in part up to nine (9) months but not less than six (6) months after the
Participant's termination of employment. For purposes of this Section 10,
disability shall be determined under and governed by the terms of the Company's
Long-Term Disability Plan in effect on the date of disability.

     11.  TERMINATION OF EMPLOYMENT.

          a. An incentive stock option shall be exercisable, during the lifetime
of the Participant, only while he is an employee of the Company and has been an
employee continuously since the grant of the incentive stock option or, subject
to the option agreement, within three (3) months after termination of his or
her employment. In its sole discretion, the Board may provide in the option
agreement such further limitations on the survival of incentive stock options,
and such limitations on the survival of nonstatutory options and SARs as it may
determine; provided, however that all options shall be exercisable for a
minimum of sixty (60) days after termination of a Participant's employment
except in the case of termination for cause in which case the exercise period
shall lapse at termination.

          For purposes of the Plan and related documents, an Employee's
employment shall be treated as having been terminated for "cause" if it is
terminated by the Company as a result of the Employee's (i) commission of a
felony; (ii) breach of a material fiduciary duty owned by the Employee to
Genencor International, Inc. or any of its subsidiaries; (iii) material


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and repeated neglect of duties; (iv) intentional unauthorized disclosure to any
person of confidential information or trade secrets of a material nature
relating to the Company's business; or (v) having engaged in any conduct which
the Company's written rules, regulations or policies relating to employment
specify as constituting grounds for discharge.

          b. Unless otherwise provided by the Board in the option or SAR
agreement, any option or SAR shall be exercisable on termination of employment,
consultant, or advisor status only to the extent that the Participant would have
been entitled to the exercise of the option or maturity of the SAR at the time
of the termination of such relationship; and further, no option or SAR shall be
exercisable or mature after the expiration of the term thereof. The Board in its
absolute discretion pursuant to rules set forth in the agreement or otherwise,
may accelerate the vesting and exercisability of an option in order to allow its
exercise by a terminating Participant.

          c. For purposes of this Section 11, an employment, consultant or
advisory relationship will be treated as continuing during the period when a
Participant is on military duty, sick leave or other bona fide leave of absence
if the period of such leave does not exceed ninety (90) days, or, if longer, so
long as a statute or contract guarantees the Participant's right to
re-employment with the Company. When the period of leave exceeds ninety (90)
days and the individual's right to re-employment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the ninety-first (91st) day of such leave.

     12.  ANTI-DILUTION PROVISIONS. The aggregate number and kind of Shares
available for options and SARs under the Plan, the number and kind of Shares
subject to any outstanding option, the option price of each outstanding option,
the number of SARs of a Participant, and the Maturity Value and Base Value of
each SAR, shall be proportionately adjusted by the Board for any increase,
decrease or change in the total outstanding Shares of the Company resulting from
a stock split, reverse stock split, stock dividend, recapitalization,
combination, reclassification, split-up, or similar transaction (but not by
reason of the issuance, sale or purchase of Shares by the Company in
consideration for money, services or property).

     13.  WITHHOLDING TAX. There shall be deducted from each distribution of
cash under the Plan the amount of any tax required by any governmental authority
to be withheld and paid over by the Company to that governmental authority for
the account of the person entitled to the distribution. Notwithstanding any
other provision of this Plan, the Company shall not be required to make, and
Participants shall have no rights to, any distribution of Shares or cash under
this Plan and shall have no rights to exercise options granted under this Plan
until such obligations to withhold taxes have been resolved to the satisfaction
of the Company. In the event a distribution would otherwise contain insufficient
cash to cover such obligations to withhold taxes, the Company may refrain from
making any distribution or issuing any Shares to the Participant under this Plan
until the Participant has made arrangements satisfactory to the Board for the
payment of such obligations to withhold tax. Nothing in this Section shall
prevent the Company from withholding such tax from any other compensation due to
the Participant from the Company.

     14.  RIGHTS AS A STOCKHOLDER. The Participant shall have no rights as a
stockholder with respect to the Shares purchased by him or her pursuant to the
exercise of an option or due


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him under a SAR until the date of the issuance to him or her of a certificate of
stock representing such Shares. No adjustment shall be made for dividends or for
distributions of any other kind with respect to Shares for which the record date
is prior to the date of the issuance to the Participant of a certificate for the
Shares.

     15.  NOTICE OF EXERCISE. A condition of the exercise of an option or the
maturity of a SAR under the Plan shall be that the Participant, as well as any
transferee of an option granted to the Participant, shall sign the Notice of
Exercise document as presented to him by the Board, thereby agreeing to be bound
by its provisions. No Shares shall be issued unless the this document has been
signed and returned by the Participant and by any transferee of an option upon
exercise. The Board may, in its discretion, release Participants from this
requirement in the event that Shares become publicly traded.

     16.  ADOPTION, APPROVAL, AND TERM OF PLAN. The Plan shall take effect on
final adoption of the Plan by both the Board and the stockholders of record of
the Company. The Plan shall remain in effect until all Shares subject to
issuance hereunder have been purchased pursuant to options granted under the
Plan and all SARs authorized herein have been granted and have matured or been
exercised, provided that all options and SARs under the Plan must be granted
within ten (10) years from the later of the date that the Plan is adopted by the
Board or the date that it is approved by the stockholders of the Company.

     17.  AMENDMENT AND TERMINATION OF PLAN. The Board, without further approval
of the stockholders of the Company, may at any time suspend or terminate the
Plan or may amend it from time to time in any manner; provided, however, that no
amendment shall be effective without prior approval of the stockholders of the
Company which would (i) except as provided in Section 12 hereof, increase the
maximum number of Shares which may be issued with respect to options and SARs
under the Plan, (ii) change the eligibility requirements for individuals
entitled to receive options or SARs under the Plan, (iii) extend the period for
granting options or SARs, or (iv) materially increase benefits accruing to
Participants hereunder. Provided, further, that no amendment or termination of
the Plan shall eliminate accrued rights of a Participant in vested options or
SARs.

     18.  EFFECT OF ACQUISITION, REORGANIZATION, OR LIQUIDATION.

          a.   Notwithstanding any provision to the contrary in this Plan or in
any agreement evidencing options or SARs granted hereunder, all options and SARs
with exercise periods then currently outstanding shall become immediately
exercisable in full and remain exercisable until their expiration in accordance
with their respective terms upon the occurrence of either of the following
events:

               (i)  the first purchase of the Shares pursuant to a tender or
exchange offer which is intended to effect the acquisition of more than forty
percent (40%) of the voting power of the Company (other than a tender or
exchange offer made by the Company); or

               (ii) approval by the Company's stockholders of (A) a merger or
consolidation of the Company with or into another corporation (other than a
merger or consolidation in which the Company is the surviving corporation and
which does not result in



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any reclassification or reorganization of the Shares), (B) a sale or disposition
of all or substantially all of the Company's assets, or (C) a plan of complete
liquidation or dissolution of the Company.

          b.   With respect to SARs with fixed maturity dates, the maturity date
of all such SARs shall be the earlier of their normal maturity dates or:

               (i)   the date of the first purchase of any Shares pursuant to a
tender or exchange offer which is intended to effect the acquisition of more
than forty percent (40%) of the voting power of the Company (other than a tender
or exchange offer made by the Company),

               (ii)  the effective date of any merger or consolidation of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the surviving corporation and which does not result in
any reclassification or reorganization of the Shares),

               (iii) the date of transfer of all or substantially all of the
Company's assets pursuant to a sale or other disposition, or

               (iv)  the date of the first distribution from the Company to
stockholders pursuant to a plan of complete liquidation or dissolution of the
Company.

          c.   Any provision hereof to the contrary notwithstanding, in the
event the Company is a party to an agreement to sell all or substantially all
of its assets, a merger or other reorganization, all outstanding options and
SARs shall be subject to the agreement of sale, merger, or other organization
which may provide, without limitation, for the assumption of outstanding
options or SARs by the surviving corporation or its parent, for their
continuation by the Company (if it is a surviving corporation), for accelerated
termination (subject to the accelerated vesting described herein), or for
settlement in cash.

          d.   Subsections 18(a), 18(b) and 18(c) shall not apply to any
transaction otherwise described in Subsections 18(a) and 18(b) between the
stockholders of the Company on the date of the adoption of the Plan (the
"Stockholders") or between the Company and either or both of its Stockholders.

     19.  ADMINISTRATION. The Plan shall be administered by the Board as it may
be constituted from time to time. After the initial public offering of the
Shares, the Plan shall be administered by the Board or at least two (2) members
of the Board selected by the Board, in compliance with the requirements of
Section 162(m) of the Internal Revenue Code, and the requirements of Rule 16b-3
of the Exchange Act of 1934. Decisions of the Board concerning the
interpretation and construction of any provisions of the Plan or of any option
or SAR granted pursuant to the Plan shall be final. The Company shall effect
the grant of options and SARs under the Plan in accordance with the decisions
of the Board, which may, from time to time, adopt rules and regulations for
carrying out the Plan. For purposes of the Plan, an option or a SAR shall be
deemed to be granted when the written agreement for the same is signed on
behalf of the Company by its duly authorized officer or representative. Subject
to the express provisions of the Plan, the Board shall have the authority, in
its discretion and without limitation: to determine the individuals to receive
options and SARs, whether an option is intended to be an


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incentive stock option or a nonstatutory stock option, the times when such
individuals shall receive such option or SARs, the number of Shares to be
subject to each option or SAR, the term of each option or SAR, the date when
each option or SAR shall become exercisable, or when each SAR will mature,
whether an option or SAR shall be exercisable or mature in whole or in part in
installments, the form in which payment of a SAR will be made (i.e., cash,
Shares, or any combination thereof), the number of Shares to be subject to each
installment, the date each installment shall become exercisable or mature, the
term of each installment and the option price of each option, to accelerate the
date of exercise of any option or SAR or installment thereof, and to make all
other determinations necessary or advisable for administering the Plan.

      20.   RESERVATION OF SHARES. Except as provided herein below, the Company
shall be under no obligation to reserve Shares to fill options or SARs. The
grant of options to individuals hereunder shall not be construed to constitute
the establishment of a trust of such Shares and no particular Shares shall be
identified as optioned and reserved for individuals hereunder. The Company
shall be deemed to have complied with the terms of the Plan if, at the time of
issuance and delivery pursuant to the exercise of an option, it has a
sufficient number of Shares authorized and unissued or in its treasury which
may then be appropriated and issued for purposes of the Plan, irrespective of
the date when such Shares were authorized. The SARs shall be used solely as a
device for the measurement and determination of the amount to be paid to
Participants as provided in the Plan. The SARs shall not constitute or be
treated as property or as a trust fund of any kind. All amounts at any time
attributable to the SARs shall be and remain the sole property of the Company
and all Participants' rights hereunder are limited to the rights to receive
cash or Shares of the Company as provided in this Plan and any SAR agreement
entered into hereunder.

      21.   INFORMATION OBLIGATION. Prior to the initial public offering of the
Shares, to the extent required by applicable law, the Company shall deliver
financial statements to Participants at least annually. This Section 21 shall
not apply to key employees whose duties in connection with the Company assure
them access to equivalent information.

      22.   APPLICATION OF PROCEEDS. The proceeds of the sale of Shares by the
Company under the Plan will constitute general funds of the Company and may be
used by the Company for any purpose.

      23.   GENDER. As used in this Plan, masculine pronouns shall be deemed to
include the feminine and vice versa.

      24.   GOVERNING LAW. This Plan, its validity, interpretation, and
administration, shall be governed in accordance with the laws of the State of
Delaware, except to the extent that such laws may be preempted by Federal law.



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