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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:
             ---------------------------           ----------------------------





        WITNESS:
        for the EXECUTIVE EMPLOYEE'S SPOUSE
                                                -------------------------------
                                                Signature- EXECUTIVE
                                                    EMPLOYEE'S SPOUSE


        --------------------------------        -------------------------------
                                                Social Security Number


        Date:                                   Date:
             ---------------------------             --------------------------



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        GENENCOR INTERNATIONAL, INC.            WITNESS:
                                                for the Company

        BY:
           --------------------------------     -------------------------------

        Title:                                  Date:
              -----------------------------          --------------------------

        Date:
             ------------------------------