<PAGE>   1

                                                                   EXHIBIT 10.24

                          GENENCOR INTERNATIONAL, INC.
                       RESTRICTED STOCK PURCHASE AGREEMENT
                (STOCK OPTION AND STOCK APPRECIATION RIGHT PLAN)


        THIS AGREEMENT is made between _____________ (the "Purchaser") and
Genencor International, Inc. (the "Company"), as of __________________, 2000.


                                    RECITALS

        (1) Pursuant to the exercise of the Option granted to the Purchaser
under the Genencor International, Inc. Stock Option and Stock Appreciation Right
Plan (the "Plan") and pursuant to the Stock Option Agreement dated
_____________, 2000, by and between the Company and the Purchaser with respect
to such grant (the "Option Agreement"), which Plan and Option Agreement are
hereby incorporated by reference, the Purchaser has elected to purchase one
hundred percent (100%) of those shares of the Company's common stock which have
not become vested under the vesting schedule set forth in the Stock Option Grant
Notice (the "Unvested Shares"). The Unvested Shares and the shares subject to
the Option Agreement which have become vested are sometimes collectively
referred to herein as the "Shares."

        (2) As a condition to the Purchaser's election to exercise the option,
the Purchaser must execute this Restricted Stock Purchase Agreement, which sets
forth the rights and obligations of the parties with respect to Shares acquired
upon exercise of the Option.

        1. Repurchase Option.

                (a) If the Purchaser ceases to be an employee of the Company or
any subsidiary for any reason, including for Cause, death, and disability, the
Company shall have the right and option to purchase from the Purchaser, or the
Purchaser's personal representative, as the case may be, all of the Purchaser's
Unvested Shares as of the date on which the Purchaser ceases to be an employee
of the Company or any subsidiary at price equal to the sum of (i) the exercise
price paid by the Purchaser for such Shares in connection with the exercise of
the Option and (ii) any interest accrued as of the date of such purchase under
that certain Secured Promissory Note between Purchaser and the Company, dated as
of even date herewith (such purchase option, the "Repurchase Option").

                (b) The Company may exercise its Repurchase Option by delivering
personally or by registered mail, to the Purchaser (or the Purchaser's
transferee or legal representative, as the case may be), within sixty (60) days
of the date on which the Purchaser ceases to be an employee of the Company or
any subsidiary, a notice in writing indicating the Company's intention to
exercise the



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Repurchase Option and setting forth a date for closing not later than thirty
(30) days from the mailing of such notice. The closing shall take place at the
Company's office. At the closing, the holder of the certificates for the
Unvested Shares being transferred shall deliver the stock certificate or
certificates evidencing the Unvested Shares, and the Company shall deliver the
purchase price therefor.

                (c) At its option, the Company may elect to make payment for the
Unvested Shares by cash or check or by tendering for cancellation all or a
portion of a promissory note of the Purchaser payable to the Company, which
tender shall, to the extent and in the amount provided by the Company in such
tender, be deemed to be the payment of the amount of the unpaid principal and/or
accrued and unpaid interest thereon tendered for cancellation, without regard to
whether such note is then due and payable and the uncanceled portion of such
note shall remain outstanding until all obligations thereunder shall be paid in
full. The amount of the unpaid principal and/or accrued and unpaid interest
thereon of a promissory note tendered for cancellation under this Section 1(c)
shall first be allocated to the recourse portion of such promissory note. At its
option, the Company may elect to make payment for the Unvested Shares by wire
transfer to a bank selected by the Purchaser.

                (d) If the Company does not elect to exercise the Repurchase
Option conferred above by giving the requisite notice within sixty (60) days
following the date on which the Purchaser ceases to be an employee of the
Company or any subsidiary, the Repurchase Option shall terminate.

                (e) One hundred percent (100%) of the Unvested Shares shall
initially be subject to the Repurchase Option. Except as provided in Section
1(f), the Unvested Shares shall be released from the Repurchase Option in
accordance with the Vesting Schedule set forth in the Stock Option Grant Notice
and attached hereto as Exhibit 1(e) until all Shares are released from the
Repurchase Option. Fractional Shares shall be rounded to the nearest whole
share.

                (f) Notwithstanding Section 1(e), the Unvested Shares shall be
released from the Repurchase Option upon the occurrence of either of the
following events:

                        (i) the first purchase of the shares of the Company's
        Common Stock 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) 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 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; or



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                        (iii) the involuntary termination of Purchaser's
        employment with the Company for reasons other than Cause. For purposes
        of this Agreement, "Cause" shall mean Purchaser's (A) commission of a
        felony, (B) breach of material fiduciary duty owed by the Purchaser to
        the Company or any subsidiary; (C) material and repeated neglect of
        duties; (D) intentional unauthorized disclosure to any person of
        confidential information or trade secrets of a material nature relating
        to the Company's business or (E) having engaged in any conduct which the
        Company's written rules, regulations or policies relating to employment
        specify as constituting grounds for discharge.

                This Section 1(f) shall not apply to any transaction otherwise
described in Sections 1(f)(i) or (ii) 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 the Stockholders.

        2. Right of First Refusal.

                (a) Company's Right of First Refusal. Before any Shares held by
the Purchaser (whether vested or unvested) may be sold, pledged, assigned,
hypothecated, transferred, or otherwise disposed of (each, a "Transfer"), the
Company or its assignee(s) shall have a right of first refusal to purchase the
Shares on the terms and conditions set forth in this Section (the "Right of
First Refusal").

                        (i) Notice of Proposed Transfer. The Purchaser shall
deliver to the Company a written notice (the "Notice") stating: (i) the
Purchaser's bona fide intention to sell or otherwise Transfer such Shares; (ii)
the name of each proposed purchaser or other transferee (each a "Proposed
Transferee"); (iii) the number of Shares to be Transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for which
the Purchaser proposes to Transfer the Shares (the "Offered Price"), and the
Purchaser shall offer the Shares at the Offered Price to the Company or its
assignee(s). Whether the cash price or other consideration for which the
Purchaser proposes to Transfer the Shares is "bona fide" for purposes of the
preceding sentence shall be determined by the Company's Board of Directors in
its sole discretion.

                        (ii) Exercise of Right of First Refusal. Within thirty
(30) days after receipt of the Notice, the Company and/or its assignee(s) may
elect in writing to purchase all, but not less than all, of the Shares proposed
to be Transferred to any one or more of the Proposed Transferees. The purchase
price will be determined in accordance with subsection (c) below.

                        (iii) Purchase Price. The purchase price ("Purchase
Price") for the Shares repurchased under this Section shall be the Offered
Price. If the Offered Price includes consideration other than cash, the cash
equivalent value of the non-cash consideration shall be determined by the Board
of Directors of the Company in its sole discretion.



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                        (iv) Payment. Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash or check, or by a
cancellation of the unpaid principal and/or accrued and unpaid interest under a
promissory note of the Purchaser payable to the Company, or by any combination
thereof within thirty (30) days after receipt of the Notice or in the manner and
at the times set forth in the Notice.

                        (v) Purchaser's Right to Transfer. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Purchaser may sell or otherwise Transfer such Shares to that Proposed
Transferee at the Offered Price or at a higher price, provided that such sale or
other Transfer is consummated within ninety (90) days after the date of the
Notice and provided further that any such sale or other Transfer is effected in
accordance with any applicable securities laws and the Proposed Transferee
agrees in writing that the provisions of this Section and the Restricted Stock
Purchase Agreement, as applicable, shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
Transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be
offered the Right of First Refusal as provided herein before any Shares held by
the Purchaser may be sold or otherwise Transferred.

                (b) Exception for Certain Family Transfers. Anything to the
contrary contained in this Section 2 notwithstanding, the Transfer of any or all
of the Shares during the Purchaser's lifetime or on the Purchaser's death by
will or intestacy to the Purchaser's Immediate Family or a trust for the benefit
of the Purchaser's Immediate Family shall be exempt from the Right of First
Refusal. As used herein, "Immediate Family" shall mean spouse, lineal descendant
or antecedent, father, mother, brother or sister or stepchild (whether or not
adopted). In such case, the transferee or other recipient shall receive and hold
the Shares so Transferred subject to the provisions of this Section (including
the Right of First Refusal) and the Restricted Stock Purchase Agreement, as
applicable, and there shall be no further Transfer of such Shares except in
accordance with the terms of this Section.

                (c) Termination of Right of First Refusal. The Right of First
Refusal shall terminate as to all Shares one hundred eighty (180) days after a
sale of Common Stock of the Company to the general public pursuant to a
registration statement filed with and declared effective by the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act").

        3. Escrow; Transferability Restrictions.

                (a) Purchaser hereby authorizes and directs the Treasurer of the
Company, or such other person designated by the Company, to transfer the
Unvested Shares as to which the Repurchase Option has been exercised from the
Purchaser to the Company.



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                (b) To ensure the availability for delivery of the Purchaser's
Unvested Shares upon repurchase by the Company pursuant to the Repurchase Option
under Section 1, the Purchaser hereby appoints the Treasurer of the Company, or
any other person designated by the Company as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and
shall, upon execution of this Agreement, deliver and deposit with the Treasurer
of the Company, or such other person designated by the Company, the share
certificates representing the Unvested Shares, together with the stock
assignment duly endorsed in blank, attached hereto as Exhibit A. The Unvested
Shares and stock assignment shall be held by the Treasurer in escrow, pursuant
to the Joint Escrow Instructions of the Company and the Purchaser attached as
Exhibit B hereto, until the Company exercises its Repurchase Option as provided
in Section 1, until such Unvested Shares are vested, or until such time as this
Agreement no longer is in effect. As a further condition to the Company's
obligations under this Agreement, the spouse of the Purchaser, if any, shall
execute and deliver to the Company the Consent of Spouse attached hereto as
Exhibit C. Upon vesting of the Unvested Shares, the escrow agent shall promptly
deliver to the Purchaser the certificate or certificates representing such
Shares in the escrow agent's possession belonging to the Purchaser, and the
escrow agent shall be discharged of all further obligations hereunder; provided,
however, that the escrow agent shall nevertheless retain such certificate or
certificates as escrow agent if so required pursuant to other restrictions
imposed pursuant to this Agreement or any other agreement including, without
limitation, any pledge agreement relating to the Shares.

                (c) The Company, or its designee, shall not be liable for any
act it may do or omit to do with respect to holding the Shares in escrow and
while acting in good faith and in the exercise of its judgment.

                (d) Transfer or sale of the Shares is subject to restrictions on
transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and the
Exercise Notice executed by the Purchaser with respect to any Unvested Shares
purchased by the Purchaser and shall acknowledge the same by signing a copy of
this Agreement.

        4. Ownership, Voting Rights, Duties. This Agreement shall not affect in
any way the ownership, voting rights or other rights or duties of the Purchaser,
except as specifically provided herein.

        5. Legends. The share certificate evidencing the Shares issued hereunder
shall be endorsed with the following legend (in addition to any legend required
under applicable state securities laws):

               THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
               CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF
               REPURCHASE AS SET FORTH IN AN



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               AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF
               WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

        6. Adjustment for Stock Split. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the
Shares which may be made by the Company after the date of this Agreement.

        7. Notices. Notices required hereunder shall be given in person or by
registered mail to the address of the Purchaser shown on the records of the
Company, and to the Company at its principal executive office.

        8. Survival of Terms. This Agreement shall apply to and bind the
Purchaser and the Company and their respective permitted assignees and
transferees, heirs, legatees, executors, administrators and legal successors.

        9. Lock-Up Period. Purchaser hereby agrees that if so requested by the
Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act, Purchaser shall not sell or otherwise transfer
any Shares or other securities of the Company during the 180-day period (or such
longer period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act; provided, however, that such restriction shall apply only to the
first registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the Company to
the public in an underwritten public offering under the Securities Act. The
Company may impose stop-transfer instructions with respect to securities subject
to the foregoing restrictions until the end of such Market Standoff Period.

        10. Section 83(b) Election for Unvested Shares Purchased Pursuant to a
Nonstatutory Stock Option. Purchaser hereby acknowledges that he or she has been
informed that, with respect to the exercise of a nonstatutory stock option for
Unvested Shares, that unless an election is filed by The Purchaser with the
Internal Revenue Service and, if necessary, the proper state taxing authorities,
within thirty (30) days of the purchase of the Shares, electing pursuant to
Section 83(b) of the Code (and similar state tax provisions if applicable) to be
taxed currently on any difference between the purchase price of the Shares and
their fair market value on the date of purchase, there will be a recognition of
taxable income to the Purchaser, measured by the excess, if any, of the fair
market value of the Shares, at the time the Company's Repurchase Option lapses
over the purchase price for the Shares. Purchaser represents that Purchaser has
consulted any tax consultant(s) Purchaser deems advisable in connection with the
purchase of the Shares or the filing of the Election under Section 83(b) and
similar tax provisions.



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        PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
PURCHASER'S BEHALF.

        11. Representations. Purchaser has reviewed with the Purchaser's own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. Purchaser understands that he (and not the
Company) shall be responsible for the Purchaser's own tax liability that may
arise as a result of this investment or the transactions contemplated by this
Agreement.

        12. Arbitration. The parties hereby agree that, in order to obtain
prompt and expeditious resolution of any disputes under this Agreement, each
claim, dispute or controversy of whatever nature, arising out of, in connection
with, or in relation to the interpretation, performance or breach of this
Agreement (or any other agreement contemplated by or related to this Agreement),
including without limitation any claim based on contract, tort or statute, or
the arbitrability of any claim hereunder (an "Arbitrable Claim"), shall be
settled by final and binding arbitration conducted in Palo Alto, California. All
such Arbitrable Claims shall be settled by three arbitrators in accordance with
the Commercial Arbitration Rules then in effect of the American Arbitration
Association. Such arbitrators shall be selected by mutual agreement of the
parties; provided, that, absent the mutual agreement of the parties, the
arbitrators may not have any preexisting, direct or indirect relationship with
any party to the dispute. EACH PARTY HERETO EXPRESSLY CONSENTS TO, AND WAIVES
ANY FUTURE OBJECTION TO, SUCH FORUM AND ARBITRATION RULES. Judgment upon any
award may be entered by any state or federal court having jurisdiction thereof.
Except as required by law (including, without limitation, the rules and
regulations of the Securities and Exchange Commission and the Nasdaq Stock
Market if applicable), neither party nor the arbitrators shall disclose the
existence, content, or results of any arbitration hereunder without the prior
written consent of all parties. Except as provided herein, the Federal
Arbitration Act shall govern the interpretation, enforcement and all proceeding
pursuant to this Section 12.

        Adherence to this dispute resolution process shall not limit the right
of the parties hereto to obtain any provisional remedy, including without
limitation, injunctive or similar relief, from any court of competent
jurisdiction as may be necessary to protect their respective rights and
interests pending arbitration. Notwithstanding the foregoing sentence, this
dispute resolution procedure is intended to be the exclusive method of resolving
any Arbitrable Claims arising out of or relating to this Agreement. The
arbitration procedures shall follow the substantive law of the State of
California, including the provisions of statutory law dealing with arbitration,
as it may exist at the time of the demand for arbitration, insofar as said
provisions are not in conflict with this Agreement and specifically excepting
therefrom sections of any such statute dealing with discovery and sections



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requiring notice of the hearing date by registered or certified mail. The
arbitrators shall determine the prevailing party and shall include in their
award that party's reasonable attorneys' fees and costs.

        13. Governing Law; Severability. Except as otherwise provided, herein,
this Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware excluding that body of law pertaining to conflicts of law.
Should any provision of this Agreement be determined by the arbitrators selected
pursuant to Section 12 or by a court of law to be illegal or unenforceable, the
other provisions of this Agreement shall nevertheless remain effective and shall
remain enforceable.

        Purchaser represents that he has read this Agreement and is familiar
with its terms and provisions. Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions arising under this Agreement.



                            [Signature page follows]



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        IN WITNESS WHEREOF, this Agreement is deemed made as of the date first
set forth above.

                                            GENENCOR INTERNATIONAL, INC.


                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------



                                            PURCHASER

                                            ------------------------------------


                                            Address:

                                            ------------------------------------

                                            ------------------------------------



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                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


        FOR VALUE RECEIVED I, ________________, hereby sell, assign and transfer
unto ________________________________________________________________________
(__________) shares of the Common Stock of Genencor International, Inc. standing
in my name of the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint ____________________
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.

        This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement between Genencor International, Inc. and the
undersigned dated _________________, _______.


Dated: _______________, ________


                                            Signature:
                                                      --------------------------















INSTRUCTIONS: Please do not fill in any blanks other than the signature line.
The purpose of this assignment is to enable the Company to exercise the
Repurchase Option, as set forth in the Restricted Stock Purchase Agreement,
without requiring additional signatures on the part of the Purchaser.



<PAGE>   11

                                    EXHIBIT B

                            JOINT ESCROW INSTRUCTIONS


                                                                  ________, 2000

Genencor International, Inc.
925 Page Mill Road
Palo Alto, CA 94304
Attn:  Treasurer


To the Treasurer of Genencor International, Inc.:

        As Escrow Agent for both Genencor International, Inc., (the "Company"),
and the undersigned purchaser of stock of the Company (the "Purchaser"), you are
hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Restricted Stock Purchase Agreement ("Agreement")
between the Company and the undersigned, in accordance with the following
instructions:

        1. In the event the Company and/or any assignee of the Company (referred
to collectively for convenience herein as the "Company") exercises the Company's
Repurchase Option set forth in the Agreement, the Company shall give to the
Purchaser and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.

        2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver the same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (such
purchase price is to be paid by cash or check) for the number of shares of stock
being purchased pursuant to the exercise of the Company's Repurchase Option;
provided, that if such purchase price is to be made in part by a cancellation of
the unpaid principal and/or accrued and unpaid interest under a promissory note
of the Purchaser payable to the Company, the written notice specified in Section
1 shall specifically so state and no additional delivery shall be required
hereunder for that portion of the purchase price to be made by cancellation of
the unpaid principal and/or accrued and unpaid interest under such promissory
note.



<PAGE>   12

        3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, the Purchaser
shall exercise all rights and privileges of a stockholder of the Company while
you hold the stock.

        4. Upon written request of the Purchaser you will deliver to the
Purchaser a certificate or certificates representing so many shares of stock as
are not then subject to the Company's Repurchase Option and are not then Pledged
Collateral, as that term is defined in that certain Genencor International, Inc,
Pledge Agreement by the Purchaser in favor of the Company ("Pledged
Collateral"). Within sixty (60) days after the Purchaser ceases to be an
employee of the Company or any subsidiary, you will deliver to the Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its
assignees pursuant to exercise of the Company's Repurchase Option and which are
not Pledged Collateral.

        5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to the
Purchaser, you shall deliver all of the same to the Purchaser and shall be
discharged of all further obligations hereunder.

        6. Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

        7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for the Purchaser while acting in good
faith, and any act done or omitted by you pursuant to the advice of counsel you
may elect to engage shall be conclusive evidence of such good faith.

        8. You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law or those orders imposed by the
arbitrators appointed under Section 12 of the Agreement and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any such
court or arbitrators. In case you obey or comply with any such order, judgment
or decree, you shall not be liable to any of the parties hereto or to any other
person, firm or corporation by reason of such



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compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

        9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

        10. You shall not be liable for the expiration of any rights under any
applicable state, federal or local statute of limitations or similar statute or
regulation with respect to these Joint Escrow Instructions or any documents
deposited with you.

        11. You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor, and you shall be reimbursed by
the Company for any such reasonable compensation paid by you therefor.

        12. Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be an officer or agent of the Company or if you shall resign
by written notice to each party. In the event of any such termination, the
Company shall appoint a successor Escrow Agent.

        13. If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

        14. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such disputes shall have been settled either by mutual written agreement
of the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction or the arbitrators appointed under Section 12 of the
Agreement after the time for appeal has expired and no appeal has been
perfected, but you shall be under no duty whatsoever to institute or defend any
such proceedings.

        15. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
(10) days' advance written notice to each of the other parties hereto.



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               COMPANY:        Genencor International, Inc.
                               925 Page Mill Road
                               Palo Alto, CA 94304
                               (650) 846-7695 (fax)
                               Attn: ___________________________

               PURCHASER:      _____________________________
                               _____________________________
                               _____________________________
                               _____________________________

               ESCROW AGENT:   Treasurer of Genencor International, Inc.
                               Genencor International, Inc.
                               925 Page Mill Road
                               Palo Alto, CA 94304
                               (650) 846-7695 (fax)

        16. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.

        17. This instrument shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns.

        18. These Joint Escrow Instructions shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, excluding
that body of law pertaining to conflicts of law.


                                            GENENCOR INTERNATIONAL, INC.

                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------

                                            PURCHASER:

                                            ------------------------------------


                                            Escrow Agent:


                                            ------------------------------------



                                       4
<PAGE>   15

                                    EXHIBIT C

                                CONSENT OF SPOUSE


        I, ____________________, spouse of _________________ have read and
approve the foregoing Restricted Stock Purchase Agreement between Genencor
International, Inc. and my spouse (the "Agreement"). In consideration of
granting of the right to my spouse to purchase shares of Genencor International,
Inc. as set forth in the Agreement, I hereby appoint my spouse as my
attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have
any rights in said Agreement or any shares issued pursuant thereto under the
community property laws or similar laws relating to marital property in effect
in the state of our residence as of the date of the signing of the foregoing
Agreement.

Dated: _______________, ______