Exhibit 10.1



 






Exhibit 10.1




FOURTH AMENDMENT TO STOCKHOLDER AGREEMENT




               This Fourth Amendment (the “Fourth Amendment”) to the Stockholder Agreement dated July 25,
2000 (together with the First, Second and Third Amendments thereto, the “Stockholder Agreement”),
by and among Genencor International, Inc. (the “Company”), Eastman Chemical Company (“Eastman”),
and Danisco A/S (together with its applicable affiliates “Danisco”) is dated as of the 27th day of
January, 2005.



RECITALS




               In connection with the Acquisition Agreement among Danisco, DH Subsidiary, Inc. (“Buyer”) and
the Company dated of even date herewith (the “Acquisition Agreement”) and the transactions
contemplated thereby, the Parties have agreed to enter into this Fourth Amendment.



AGREEMENT




               NOW, THEREFORE, in consideration of the premises and covenants set forth in this Fourth
Amendment and the Stockholder Agreement, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree to amend the Stockholder Agreement as follows:




	 	1.  	The Parties hereto agree to add the following paragraph to Section 4:






	 	4.4  	Effective as of the time that
the Company receives notice in writing from Danisco
(and, with respect to clause (b) only, an
acknowledgement in writing from Eastman) that both of
the following have occurred: (a) the purchase of and
payment for any shares of the Company’s common stock
pursuant to the tender offer contemplated by the
Acquisition Agreement; and (b) the purchase by the
Buyer (or any affiliate thereof) of and payment by the
Buyer (or any affiliate thereof) for all shares of
common stock, and all shares of Series A Preferred
Stock of the Company owned by Eastman Chemical Company
Investments, Inc., a wholly-owned subsidiary of Eastman
(“ECCI”), pursuant to the Stock Purchase Agreement,
dated of even date herewith, among Eastman, ECCI,
Danisco and Buyer, the obligations of the Parties to
this Stockholder Agreement under this Section 4 shall
terminate.




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	 	2.  	The Parties hereto agree to add the following sentence to the end of Section 15
of the Stockholder Agreement:






	 	   	For the purposes of this Section 15, the Acquisition
Agreement and the transactions thereby contemplated between
the Company and Stockholders and/or the Stockholders’
affiliates shall be deemed to have been negotiated and
conducted on an arm’s length basis and consummated upon
commercially reasonable terms.






	 	3.  	Except as expressly amended hereby, the provisions of the Stockholder Agreement
remain unchanged and in full force and effect and this Fourth Amendment does not and
shall not be deemed to waive, modify or amend any other provision or terms of the
Stockholder Agreement.





               IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this Fourth
Amendment on the day and year first above written.



GENENCOR INTERNATIONAL, INC.




	 	 	 
	By:

	 	/s/ Jean-Jacques Bienaime
	

	 	

	

	 	Name: Jean-Jacques Bienaime
	

	 	Title: Chairman and CEO






	 	 	 	 	 	 	 
	EASTMAN CHEMICAL COMPANY	 	DANISCO A/S
	(On behalf of itself and its affiliates)	 	(On behalf of itself and its affiliates)
	 	 	By Proxy
	 
	 	 	 	 	 	 
	By:

	 	/s/ Theresa K. Lee
	 	By:
	 	/s/ Soren Bjerre-Nielsen
	

	 	

	 	 	 	

	

	 	Name: Theresa K. Lee
	 	 	 	Name: Soren Bjerre-Nielsen
	

	 	Title: Sr. Vice President, CLO and Secretary
	 	 	 	Title: Exe. VP & CFO







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