<PAGE>

                                                                    EXHIBIT 10.2

                       EMPLOYMENT AND SEPARATION AGREEMENT

      This Employment and Separation Agreement (the "Agreement") is entered into
by and between Stuart L. Melton ("Executive") and Genencor International, Inc.
(the "Company" or"GCOR") effective as of the date set forth in Paragraph 12
herein.

      WHEREAS, Executive has served as an executive officer of GCOR in the
position of General Counsel and Secretary since the Company's inception in 1990;

      WHEREAS, on April 15, 2004, Executive and GCOR entered into an Employment
Agreement, a copy of which is attached hereto as Attachment A and incorporated
herein by reference (the "Original Employment Agreement");

      WHEREAS, Executive desires to resign from his current position and GCOR
desires to continue to benefit from Executive's experience during a transition
period of employment through December 31, 2004.

      NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

1.    TRANSITION PERIOD. Executive shall resign from his senior management
position as General Counsel and Secretary of GCOR effective as of June 15, 2004
(the "Resignation Date"). From such date through December 31, 2004 (the
"Transition Period"), GCOR agrees to employ Executive as Senior Vice President,
Special Counsel. Such position shall not be an "executive officer" position as
that term is defined in Rule 3b-7 under the Securities Exchange Act of 1934 (the
"Act") nor a reporting person for purposes of Section 16 of the Act. Executive's
employment with GCOR shall end on December 31, 2004 (the "Separation Date").

      (a)   DUTIES AND RESPONSIBILITIES. During the Transition Period, Executive
agrees to assist in an orderly transition of his former duties and
responsibilities as General Counsel and Secretary of GCOR to his duly appointed
successor and otherwise advise and assist GCOR's Chief Executive Officer, the
other members of the Senior Management Team, and the Board of Directors (the
"Board") on such matters as the Chief Executive Officer may reasonably assign to
him. He will report directly to the Chief Executive Officer and will assist the
Chief Executive Officer, or his designee(s) on any and all matters reasonably
assigned to him. These matters will be consistent with Executive's previous role
as General Counsel and Secretary, and he agrees to utilize his best efforts to
perform in good faith all of his duties and responsibilities as reasonably
requested hereunder.

      (b)   COMPENSATION AND BENEFITS. During the Transition Period, Executive
shall continue to be a full-time regular employee and shall continue to receive
his current base salary, less required deductions and withholdings, and current
monthly housing supplement compensation (only as long as Executive continues to
live and work for GCOR in the Palo Alto area), paid on GCOR's regular payroll
dates. In addition, during the Transition Period, Executive shall continue to
participate fully in all insurance, pension, retirement, deferred compensation,
stock and stock option, stock purchase or similar compensation or benefit plans
and programs he is currently participating in, or as he elects to participate in
during the Transition Period, pursuant to the terms of such plans or programs
and in the same manner and

<PAGE>

amounts as paid or provided to senior executives or employees in general.
Executive will continue to participate in GCOR's Variable Pay Plan through the
Transition Period and shall receive any earned bonus at current target level he
is entitled to for fiscal 2004. Executive will not, however, participate in the
Variable Pay Plan, except as may be applicable in making a determination under
Section 3 below, or any other GCOR bonus plan, after the Separation Date.
Further, Executive acknowledges and agrees that nothing in this Agreement shall
limit the Board's sole discretion under GCOR's 2002 Omnibus Incentive Plan (the
"Plan") to determine whether Executive receives any such options and, if so, the
terms of any such grants. Executive's unvested stock options and unvested
restricted stock shall continue to vest and be exercisable during the Transition
Period. In the event Executive relocates outside the Palo Alto area during the
Transition Period, and no longer maintains a permanent office at GCOR's Palo
Alto facility, GCOR shall maintain his currently assigned voicemail, database
links and e-mail accounts and shall provide Executive with a computer, fax,
printer, cell phone/ hand held device (identical with or comparable to the
equipment currently assigned to him), installation and technical service support
and related office supplies for establishment of a home office (the "Home Office
Equipment") at his new location outside the Palo Alto area. At the end of the
Transition Period, GCOR shall automatically terminate the assigned voicemail and
e-mail accounts per Company policy and Executive shall acquire full ownership of
the Home Office Equipment (subject to GCOR's removal of any GCOR information
technology licenses and confidential material). The parties agree that such Home
Office Equipment will be valued at $2,000 as of the end of the Transition
Period.

      (c)   COMPANY POLICIES AND PROCEDURES; OTHER AGREEMENTS. During the
Transition Period and thereafter, GCOR and Executive shall continue to be bound
by GCOR's policies and procedures; by his Employee Confidentiality,
Non-Disclosure, Non-Competition Agreement (Exhibit A to the Original Employment
Agreement); and by his Invention Disclosure/Assignment Agreement (Exhibit B to
the Original Employment Agreement). Executive further agrees as required by the
Original Employment Agreement to execute Exhibit C thereof at any time at the
direction of the Chief Executive Officer of GCOR or the Board. The term of the
aforementioned Exhibit A agreement shall be governed by its internal provisions
with respect to confidentiality, non-disclosure and non-competition. The term of
Exhibit B shall expire at the end of the Severance Period (as defined below).

      (d)   TERMINATION OF EMPLOYMENT DURING TRANSITION PERIOD. If Executive
resigns during the Transition Period, and if he signs the Separation Date
Release set forth as Attachment B hereto (and allows this Release to become
effective), then he shall be entitled to receive the severance benefits set
forth in Section 2, provided, however, that in such instance: (i) the Separation
Date (as hereinafter defined) shall be deemed to be the date of resignation (the
"Revised Resignation Date"); (ii) the Transition Period shall be deemed to end
on the Revised Resignation Date; and (iii) the Severance Period (as defined in
Section 2 (a) ) shall be deemed to be the 24 - month period from the Revised
Resignation Date through the second anniversary of the Revised Resignation Date.
In the event Executive should become permanently disabled (as defined in
paragraph 8 of the Original Employment Agreement) during the Transition Period,
he shall continue to receive his base salary (less any salary replacement
amounts paid under GCOR's primary group long-term disability insurance) and the
benefits set forth in Section 1(b) until the end of the Transition Period and
thereafter the Severance Benefits set forth in Section 2 of this Agreement
pursuant to the terms specified in Section 2. Notwithstanding any such

                                       2
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disability, Executive and GCOR agree that Executive's final date of employment
shall be December 31, 2004 (the "Separation Date"). During the Transition
Period, GCOR may only terminate Executive's employment for `cause' as that term
is defined in paragraph 7 of the Original Employment Agreement, in which event
Executive shall not be entitled to any of the severance benefits set forth in
paragraph 8 of the Original Employment Agreement or any of the Severance
Benefits set forth in Section 2 of this Agreement.

2.    SEVERANCE BENEFITS. If Executive: (i) signs this Agreement and allows the
release contained herein to become effective; (ii) performs substantially all of
his obligations during the Transition Period (unless a disability prevents him
from doing so); (iii) does not cause his employment to be terminated by GCOR for
cause pursuant to paragraph 7 of the Original Employment Agreement during the
Transition Period; and (iv) signs the Separation Date Release set forth as
Attachment B hereto on the Separation Date and allows such Release to become
effective, then he shall be entitled to receive the following severance benefits
in lieu of the Termination Compensation set forth in paragraph 8 of the Original
Employment Agreement.

      (a)   SALARY CONTINUATION. GCOR will continue to pay Executive's current
base salary as stated in paragraph 4 of the Original Employment Agreement, less
required deductions and withholdings, for the 24 - month period from the
Separation Date through December 31, 2006 (the "Severance Period"). These
payments will be made on GCOR's standard payroll dates. Should Executive receive
any payment of short-term or long-term disability salary replacement benefits
under GCOR's primary group long-term disability insurance programs during the
Severance Period, the salary continuation amounts set forth in this Section 2(a)
shall be reduced by the amount of any such salary replacement benefit payments.
Should Executive die during the Severance Period, these Salary Continuation
payments shall be paid to his surviving designated beneficiary, or, if none, to
his estate.

      (b)   MEDICAL, DENTAL, AND VISION INSURANCE. If Executive elects to
continue the medical, dental, and vision insurance coverage in which he is
currently enrolled pursuant to the federal COBRA law, governing state law and/or
GCOR's health and welfare plans or policies, GCOR shall pay (or reimburse the
Executive for) the full cost of the then applicable premiums necessary to
continue such insurance benefits. If GCOR should change its medical, dental, or
vision insurance coverage during the Severance Period, GCOR shall pay (or
reimburse Executive for) the full cost of the then applicable premiums necessary
under the new plans to continue the benefits at the level provided to all other
GCOR employees. This Subsection (b) shall apply until the earlier of (i) the
close of the Severance Period, or (ii) the date Executive acquires comparable
benefits from another employer. Executive shall notify GCOR without delay when
he has acquired comparable benefits from another employer.

      (c)   STOCK AND STOCK OPTIONS. During Executive's employment with GCOR, he
has been awarded non-qualified stock options (per Grant Nos.OM00003 dated August
21, 2002 and OM00234 dated June 6, 2003) and restricted stock (per Award
No.OM00241 dated June 6,2003) pursuant to the GCOR 2002 Omnibus Incentive Plan.
These options and restricted stock shares will continue to be governed in all
respects by the terms of the applicable Award Notices and the Plan. Accordingly,
GCOR and Executive hereby confirm and agree that Executive's employment
separation under this Agreement shall be treated as a Retirement or Approved
Reason (as defined in the Plan) pursuant to Section 4 (c) of the Award Notices
and,

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<PAGE>

notwithstanding anything to the contrary in the Plan, all such non-qualified
stock options shall continue to vest pursuant to the schedules set forth in the
foregoing Award Notices and shall remain exercisable until the applicable
Expiration Date (as defined in the Award Notice) and the restricted stock award
shall accelerate and become fully vested on January 1,2005 subject to GCOR
withholding the number of shares necessary to satisfy state and federal
withholding tax obligations resulting from such vesting.

      (d)   GCOR INCOME REPLACEMENT PLAN. On January 1, 2005, GCOR shall pay
Executive in cash a lump-sum amount equal to the value of five (5) additional
years of credited service under the GCOR Income Replacement Plan. This payment
amount shall be independently determined by Buck Consulting (or its successor as
GCOR's principal benefits consulting firm), using the same assumptions used to
calculate benefits under this Plan for other GCOR employees, and the calculation
and the assumptions applied shall be provided to GCOR and the Executive for the
sole purpose of verifying the accuracy and completeness of information and
resolving any substantiated discrepancy. The payment under this Subsection (d)
shall be in addition to the vested and accrued benefit distributable to
Executive under the GCOR Income Replacement Plan.

      (e)   LIFE INSURANCE. On the Separation Date, GCOR shall provide Executive
with his fully-paid whole life insurance policy with a stated death benefit of
$300,000 issued by National Life Insurance Company and shall make a cash payment
to Executive in an amount sufficient to defray all federal and state income and
payroll taxes on (i) any imputed income resulting from this Subsection (e) and
(ii) such cash payment.

      (f)   TAX RETURN PREPARATION. On or before the Separation Date, GCOR shall
pay the Executive the net amount of $5000, which is intended to cover out of
pocket expenses incurred by him annually for state and federal income tax return
preparation by an independent certified public accountant of his choice for the
2004 and 2005 tax years.

      (g)   TRANSITIONAL RETIREMENT/FINANCIAL PLANNING SERVICES. On or before
the Separation Date, GCOR shall pay Executive the net amount of $12,000, which
is intended to cover transitional retirement, financial planning or similar
services.

      (h)   ANNUAL HEALTH CHECK-UP. On or before the Separation Date, GCOR shall
pay Executive the net amount of $5,000, which is intended to cover the costs of
an annual health examination in 2004 and 2005 not covered by health care
insurance benefits.

3.    CHANGE IN CONTROL. If during the years 2004 or 2005, and during
Executive's lifetime, GCOR consummates a Change in Control (as defined herein),
and if Executive's direct or indirect successor to his current position
experiences an employment termination event (other than a termination by GCOR
for cause) during 2004 or 2005 which entitles such successor to receive Enhanced
Termination Compensation benefits under the terms of the successor's
then-current employment agreement, then Executive shall be entitled to receive a
lump sum cash payment that is equal to the difference, if any, between (a) the
undiscounted cash value of the Enhanced Termination Compensation he would have
received pursuant to paragraph 8 of the Original Employment Agreement, and (b)
the undiscounted cash value of the severance benefits provided to Executive
under this Agreement. In the event this Section 3 applies, a mutually

                                       4
<PAGE>

agreed financial consultant shall calculate such difference measured as of the
date of the termination event and such determination shall be binding on GCOR
and Executive. Both parties shall share equally in the cost of such
determination. Executive shall be entitled to only one payment under this
Section 3, regardless of the number of times that a direct or indirect successor
to Executive is terminated during the relevant time period.

For purposes of this Section 3 only, Change in Control shall be defined as it is
in the Original Employment Agreement (i.e., "a change in GCOR's ownership or
control in which more than fifty (50) percent of GCOR's outstanding shares of
common stock are acquired in one or more transaction(s) by an unaffiliated third
party.")

4.    OTHER COMPENSATION OR BENEFITS. Executive acknowledges and agrees that
except as expressly provided in this Agreement or as provided pursuant to GCOR's
post retirement benefit plans, including GCOR's Retiree Medical Plan (as such
Plan is modified from time to time), he will not receive any additional
compensation, severance, or benefits from GCOR. Executive further acknowledges
and agrees that the compensation and benefits set forth herein are in lieu of
any other severance benefits to which Executive may be entitled (including
without limitation those set forth in Section 8 of the Original Employment
Agreement).

5.    HOUSING LOAN. On October 5, 1999, GCOR, Executive and his spouse entered
into and continue to be bound by a housing assistance loan in the form of a
Promissory Note (as amended, the "Note") in the principal amount of $650,000
which balance remains outstanding. This Agreement shall not change the terms of
such Note. If Executive sells his Residence (as that term is defined in the
Note), GCOR will reimburse Executive for the net reasonable and customary
closing costs, excluding realtor commissions, incurred on the sale of the
Residence as substantiated to GCOR in a final escrow closing statement.

6.    EXPENSE REIMBURSEMENTS. Executive agrees that during the Transition
Period, he will continue to timely submit expense reimbursement reports, as
necessary, and within ten (10) business days of the Separation Date, he will
submit his final documented expense reimbursement statement reflecting all
business and related expenses he incurred through the Separation Date, if any,
for which he seeks reimbursement. GCOR will reimburse him for these expenses as
allowable under its business related expense reimbursement policies within ten
(10) business days.

7.    RETURN OF GCOR PROPERTY. Within thirty (30) days after the Separation
Date, Executive agrees to return to GCOR all GCOR tangible property owned by
GCOR (except as provided in Section 1 (b) above) and all proprietary or
confidential information (as defined in Exhibit A to the Original Employment
Agreement ) ("Confidential Material") in whatever media it exists.

8.    NONDISPARAGEMENT. Executive and GCOR (through its directors and officers)
agree not to disparage each other or the other's officers, directors, employees,
shareholders, and agents, in any manner likely to be harmful to its or their
business, business reputation, or personal reputation; provided that both
parties will respond accurately and fully to any question, inquiry or request
for information when required by legal process.

                                       5
<PAGE>

9.    MUTUAL RELEASES. In exchange for the consideration provided to Executive
and GCOR under this Agreement that Executive and GCOR would otherwise not be
entitled to, Executive and GCOR generally and completely waive and release and
promise never to assert any claims or causes of action, whether or not now
known, against the other party (in any capacity whatsoever) or the other party's
predecessors, successors, subsidiaries, officers, directors, agents, employees,
attorneys, 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; any claim in connection
with any benefit or compensation allegedly owed or provided by the Company; any
claim of wrongful discharge, emotional distress, defamation, fraud, breach of
contract, breach of the covenant of good faith and fair dealing; and 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; PROVIDED,
HOWEVER, that:

      (a)   GCOR shall not and does not release any claims it may have against
Executive that arise at any time from: (i) a breach by Executive of Exhibit A or
Exhibit B of the Original Employment Agreement; (ii) a breach by Executive of
his obligations to protect GCOR's Confidential Material, including without
limitation any claims arising under the California Uniform Trade Secrets Act, or
common law claims arising from these obligations; (iii) a breach by Executive of
his ethical or fiduciary obligations to GCOR; or (iv) Executive's breach of his
obligations under this Agreement; and

      (b)   Executive shall not and does not release any claims he may have
against GCOR that arise at any time for: (i) indemnification or advances against
indemnifiable costs pursuant to GCOR's Certificate of Incorporation, GCOR's
Bylaws, any indemnification agreement (the "Indemnification Agreement") between
Executive and GCOR, or statutory or common law; or (ii) GCOR's breach of its
obligations under this Agreement.

10.   SECTION 1542 WAIVER. Except as to claims which have not been released by
GCOR and Executive as provided herein, GCOR and Executive expressly waive and
release 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 GCOR 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.

11.   NO ADMISSIONS. Nothing contained in this Agreement shall constitute or be
treated as an admission by Executive or GCOR of liability, of any wrongdoing, or
of any violation of law.

                                       6
<PAGE>

12.   ADEA WAIVER. Executive understands and agrees that he is waiving any right
to bring any claim of age discrimination under the ADEA, as well as any other
claim against GCOR, and that the consideration given for his waiver and release
is in addition to anything of value to which he was already entitled. Executive
further understands and agrees that his waiver and release do not apply to any
rights or claims that may arise after the date he signs this Agreement, and that
he has the right to consult with an attorney prior to executing this Agreement.
Executive further understands and agrees 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 GCOR. 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 (the "Effective Date").

13.   MISCELLANEOUS. This Agreement, including Attachments A and B, and the
Indemnification Agreement, constitute the complete, final and exclusive
embodiment of the entire agreement between Executive and GCOR with regard to the
terms contained herein. It is entered into without reliance on any promise or
representation, written or oral, other than those expressly contained herein,
and it supersedes any other such promises, warranties or representations. In the
event of any conflict between the Original Employment Agreement and this
Agreement, this Agreement shall govern and Executive expressly understands and
agrees that the severance benefits provided herein are in lieu of any severance
benefits set forth in the Original Employment Agreement. This Agreement may not
be modified or amended except in a writing signed by both Executive and a duly
authorized officer of GCOR. This Agreement will bind the heirs, personal
representatives, successors and assigns of both parties and inure to the benefit
of both parties, their heirs, successors and assigns. If any provision of this
Agreement is determined to be invalid or unenforceable, in whole or in part,
this determination will not affect any other provision of this Agreement and the
provision in question will be modified so as to be rendered enforceable. This
Agreement will be deemed to have been entered into and will be construed and
enforced in accordance with the laws of the State of California as applied to
contracts made and to be performed entirely within California. Any ambiguity in
this Agreement shall not be construed against either party as the drafter. Any
waiver of a breach of this Agreement shall be in writing and shall not be deemed
to be a waiver of any successive breach. All notices provided for or permitted
under this Agreement shall be made in writing addressed to the last known
address of the other party and shall be deemed made or given on the date of
mailing by certified or registered mail. This Agreement may be executed in
counterparts and facsimile signatures will suffice as original signatures.

14.   DISPUTE RESOLUTION. Executive and GCOR agree that any dispute arising out
of or relating to this Agreement will be resolved, to the fullest extent
permitted by law, by final, binding and confidential arbitration in San
Francisco, California, or if Executive does not reside within 100 miles of San
Francisco at the time the dispute arises, then such arbitration shall take place
in the largest metropolitan area within 50 miles of the Executive's residence
and shall in either case be conducted by Judicial Arbitration and Mediation
Services ("JAMS") under its then-existing rules and procedures. Executive
ACKNOWLEDGES THAT BY AGREEING TO THIS ARBITRATION PROCEDURE, BOTH HE AND GCOR
WAIVE THE RIGHT TO RESOLVE ANY SUCH DISPUTE THROUGH A TRIAL BY JURY OR JUDGE OR
BY ADMINISTRATIVE PROCEEDING. In addition to and notwithstanding those rules,
Executive and GCOR agree that the arbitrator shall: (a) have the

                                       7
<PAGE>

authority to compel adequate discovery for the resolution of the dispute and to
award such relief as would otherwise be permitted by law; and (b) issue a
written arbitration decision including the arbitrator's essential findings and
conclusions and a statement of the award. GCOR shall pay all of the JAMS
arbitration fees in excess of those administrative fees Executive would be
required to pay if the dispute were decided in a court of law, subject to final
apportionment by the arbitrator. The prevailing party in any such proceeding
shall be entitled to recover its reasonable attorneys' fees and costs subject to
apportionment or limitation if the arbitrator determines such fees to be
excessive.

Nothing in this Agreement is intended to prevent either Executive or GCOR from
obtaining injunctive relief in court to prevent irreparable harm pending the
conclusion of any such arbitration.

                                     GENENCOR INTERNATIONAL, INC.

                                     By /s/ Richard J. Ranieri
                                        ---------------------------------
                                        Richard J. Ranieri
                                        Senior Vice President, Human Resources

  /s/ Stuart L. Melton
--------------------------
  Stuart L. Melton

Date: May 28, 2004

                                       8
<PAGE>

                                  ATTACHMENT A

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT made as of the date last written below by and between
Genencor International, Inc. ("GCOR"), a Delaware Corporation with a principal
office at 925 Page Mill Road, Palo Alto, California 94304-1013 and Stuart L.
Melton ("Employee"), residing at 726 Campbell Avenue, Los Altos, California
94024.

         WHEREAS, GCOR desires to employ the Employee and the Employee desires
to work for GCOR, and GCOR and the Employee desire to define the terms and
conditions under which GCOR will employ the Employee.

         NOW, THEREFORE, the parties hereby covenant and agree as follows:

         1.       GCOR hereby employs the Employee as Senior Vice President,
General Counsel and Secretary to perform such duties consistent with his title
and position as may be determined and assigned to him by the Chief Executive
Officer or the Board of Directors of GCOR.

         2.       The Employee agrees to devote substantially all of his
professional employment time and effort to the performance of his duties as such
Senior Vice President, General Counsel and Secretary for GCOR and to perform
such other duties consistent with his title and position as are reasonably
assigned him from time to time by the Chief Executive Officer or Board of
Directors of GCOR.

         3.       Unless terminated earlier by GCOR or Employee in writing, as
hereinafter specifically provided, the term of this Agreement shall be one (1)
year from the last date written below and will be automatically renewed for
incremental one-year periods thereafter. A review of the Employee's total
compensation based on GCOR's assessment of the Employee's contributions to
GCOR's performance will be conducted at least each year following submission of
GCOR's audited financial results to the Board of Directors of GCOR.

         4.       For all the services to be rendered by the Employee in any
capacity hereunder, including services as an officer, director, member of any
committee or any other duties assigned him by the Chief Executive Officer or
Board of Directors of GCOR, GCOR agrees to pay the Employee a salary of $345,000
per annum, payable in accordance with the customary payroll payment practices of
GCOR. The foregoing annual compensation amount may be, from time to time,
increased by action of the Board or appropriate Committee of such Board. Such
action with respect to annual compensation shall constitute an amendment to this
Agreement. It is understood
<PAGE>

and agreed that the granting of a cash bonus for performance in any given year
shall not constitute an amendment to this Agreement.

         5.       GCOR and the Employee hereby agree that nothing contained
herein is intended to or shall be deemed to affect any of the Employee's rights
as a participant under any retirement, stock option, stock purchase, pension,
insurance, profit-sharing, bonus or similar plans of GCOR now or hereafter
declared to be in effect. GCOR recognizes that the Employee is induced to
execute this Agreement and to accept compensation at the rate set forth herein
in part because he expects to be a participant under such plans as are, from
time to time, in effect for the Company's executives and/or employees in
general.

         6.       The Employee agrees to execute and be bound by an Employee
Confidentiality, Non-Disclosure, Non-Competition Agreement in the form attached
hereto as Exhibit A; the Invention Disclosure/Assignment Agreement attached as
Exhibit B; and Form of Confidentiality Agreement attached as Exhibit C; and
whether employed by GCOR or not, agrees to execute Exhibit C at any time at the
direction of the Chief Executive Officer or Board of Directors of GCOR in order
to avoid disclosure of confidential information [as defined in Exhibit A,
paragraph (1)] as this Exhibit is needed at a future date. The terms of each
Exhibit are hereby incorporated by reference and made a part hereof.

         7.       This Agreement may be terminated by GCOR before the expiration
of the term provided for herein if, during the term of this Agreement, the
Employee (a) materially violates the provisions of Exhibits A and/or B as
executed (exhibits incorporated by reference herein); or (b) refuses to execute
Exhibit C as subsequently directed, (exhibit incorporated by reference herein);
(c) is convicted in a court of law of a felony or any crime involving misuse or
misappropriation of money or other property of GCOR; (d) exhibits repeated
willful or wanton failure or refusal to perform his duties in furtherance of
GCOR's business interest or in accordance with this Agreement which failure or
refusal is not remedied by the Employee within thirty (30) days after notice
from the Company; (e) commits an intentional tort against GCOR; (f) commits any
flagrant act of dishonesty or disloyalty or any act involving gross moral
turpitude which materially adversely affects the business of GCOR; or (g)
exhibits immoderate use of alcohol or drugs which, in the opinion of an
independent physician, impairs the Employee's ability to perform his duties
hereunder (all of the foregoing clauses (a) through (g) constituting reasons for
termination "for cause")

                                     - 2 -
<PAGE>

provided that unsatisfactory business performance of GCOR, or mere inefficiency,
or good faith errors in judgment or discretion by the Employee shall not
constitute grounds for termination for cause hereunder. In the event of such
termination for cause, GCOR may on ten (10) days' notice then terminate his
employment and, in that event, GCOR shall be obligated only to pay the Employee
the compensation due him up to the date of termination, all accrued, vested or
earned benefits under any applicable benefit plan and any other compensation to
which the Employee is entitled under this Agreement up to and ending on the date
of the Employee's termination.

                  The benefits and compensation outlined in this paragraph 7 are
likewise the only compensation and benefits which the Employee will receive if
the Employee voluntarily terminates his employment. Employee agrees to give GCOR
three (3) months' notice prior to resignation, voluntarily quitting, etc., and
in exchange GCOR agrees to pay Employee for this period.

         8.       Except for termination for cause as defined in paragraph 7
above (or voluntary termination by the Employee), in the event the Employee is
terminated by GCOR at any time prior to the end of the term of the Agreement,
for any other reason(s), including but not limited to a change in the ownership
or control of GCOR, such as may occur through divestiture, merger, acquisitions,
consolidation or takeover, or due to the unilateral capricious action of the
Board, or due to a substantial reduction in the duties to be performed by the
Employee resulting in actual or constructive removal from the position held by
Employee on the effective date of this Agreement, or due to substantial change
in the financial conditions of GCOR as evidenced by GCOR filing a petition for
reorganization under any bankruptcy, insolvency, reorganization or similar law
or making an assignment for the benefit of creditors, then the Employee shall,
upon such termination, receive Termination Compensation, including (a) the then
current salary (excluding non-recurring bonuses) paid the Employee payable for
eighteen (18) months, unless the Employee becomes employed by a competitor or
engages in conduct inimical to GCOR as referred to in Exhibit A during that
period lasting up to twenty-four (24) months; and (b) continuation of all
company-paid benefits or additional compensation sufficient for the Employee to
acquire equivalent benefits for the same period; and (c) customary outplacement
services limited to $12,000. Further, in the event the Employee is terminated
without cause following a change in GCOR's ownership or control in which more
than fifty (50) percent of GCOR's outstanding shares of common stock are
acquired in one or more transaction(s) by an unaffiliated third party, in that
instance only and in lieu of the

                                     - 3 -
<PAGE>

foregoing Termination Compensation, the Employee shall receive Enhanced
Termination Compensation, including (d) cash compensation for thirty (30) months
equal to the sum of his or her then current annual salary rate plus a cash bonus
at 100 percent of the Employee's target variable pay plan bonus per annum for
thirty (30) months, unless the Employee becomes employed by a competitor or
engages in conduct inimical to GCOR as referred to in Exhibit A during any
period up to twenty-four (24) months; (e) continuation of all company-paid
benefits or additional compensation sufficient for the Employee to acquire
equivalent benefits for the same period; (f) the monetary equivalent of the
crediting of an additional five (5) years of service to GCOR pension and retiree
medical plans for purposes of determining benefits payable under these plans;
and (g) customary outplacement services limited to $12,000.

                  Notwithstanding the foregoing, GCOR shall be entitled by
providing written notice to the Employee, to terminate his employment under this
Agreement if the Employee shall become permanently disabled such that he is
unable to carry out his duties hereunder for four (4) consecutive calendar
months or for a period aggregating one hundred twenty (120) days in any period
of twelve (12) consecutive calendar months. If the Employee is approved to
receive benefits under GCOR's Long-Term Disability Plan, then GCOR will pay the
Employee additional compensation so that the total equals the Termination
Compensation or the Enhanced Termination Compensation, whichever is applicable,
set forth in this paragraph 8. If the Employee is not approved to receive
benefits under such Plan, then he will upon termination of his employment for
permanent disability be entitled to receive the full Termination Compensation or
Enhanced Termination Compensation. Any delay or forbearance by GCOR in
exercising any such right to terminate this Agreement shall not constitute a
waiver thereof.

                  All Termination Compensation or Enhanced Termination
Compensation paid, if any, shall be payable in accordance with the customary
payroll practices of GCOR unless GCOR and the Employee agree that GCOR shall
make one lump-sum payment at a time and in an amount agreeable to both. The
Employee's entitlement to such payments as provided herein shall be in addition
to any rights the Employee may have to payments or participation under any
retirement, stock option, stock purchase, pension, insurance, profit-sharing,
bonus or similar plans applicable to the Employee or employees in general, as
defined in the appropriate Plan Documents. In addition, if GCOR provides notice
that this Agreement is terminated, GCOR

                                     - 4 -
<PAGE>

shall have no additional obligations hereunder, other than to pay to the
Employee (a) any unpaid amount of accrued salary (as defined in paragraph 4 on
page 2 herein); (b) any unpaid amount of accrued vacation pay in accordance with
GCOR policy; (c) a pro rata amount of any vested incentive compensation that
shall be awarded the Employee pursuant to GCOR policy; and (d) other obligations
which may be owed the Employee under a specific provision of this Agreement.

         9.       This Agreement shall be construed and performed in accordance
to the laws of the State of California.

         10.      All notices provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices shall be personally delivered or
sent by registered or certified mail to GCOR or the Employee at the address set
forth above or to such other address as GCOR or the Employee may notify the
other in accordance with the provisions of this section, or the last known
permanent residence. Any such notice so sent by mail shall be deemed made or
given upon mailing.

         11.      This Agreement contains the sole and entire agreement of the
parties and supersedes all prior agreements and understandings between the
Employee and GCOR and cannot be modified or changed by any oral or verbal
promise or statement by whomsoever made; nor shall any written modification of
it be binding upon GCOR until such written modification shall have been approved
in writing by the Company.

         12.      In the event any term or condition contained in this Agreement
should be breached by any party and thereafter waived or consented to by the
other party, such waiver or consent shall be limited to the particular breach so
waived or consented to and shall not be deemed to waive or consent to any other
breach occurring prior or subsequent to the breach so waived or consented to.

         13.      If any provisions of this Agreement or the application thereof
to any person or circumstances shall be invalid or unenforceable to any extent,
the remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby and shall be enforced to
the extent permitted by law.

         14.      The provisions hereof, including without limitation those
incorporated herein pursuant to Section 6, which are to be performed or observed
after the termination of this Agreement, and the representations, covenants and
agreements of the parties contained herein with

                                     - 5 -
<PAGE>

respect thereto shall survive the termination of this Agreement and be effective
according to their terms.

         15.      All of the terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of and be enforceable by and against
the parties to this Agreement and the respective heirs, executors, and
successors in interest; provided, however, that the duties of the Employee
hereunder are personal in nature and may not be delegated without a written
consent of the Company.

         16.      This Agreement, including its existence and the terms thereof,
is considered confidential business information by GCOR and the Employee agrees
for the period of his employment hereunder and for twenty-four (24) months
thereafter not to disclose same to any other person or entity. The foregoing
confidentiality restriction shall be subject to the same exceptions as are set
forth in Exhibit A, section 1.

         17.      This Agreement, and the rights and benefits contained herein,
may not be assigned by either party hereto.

         18.      The masculine pronoun, wherever used herein, shall be
construed to include the feminine and the neuter, where appropriate. The
singular form, wherever used herein, shall be construed to include the plural,
where appropriate.

         19.      The Employee shall be based in Palo Alto, California. The
Employee may be transferred at any time as the Company shall determine, upon six
months' prior written notice to the Employee.

         IN WITNESS WHEREOF, GCOR has caused this Agreement to be executed by
its Chief Executive Officer, and the Employee has hereunto set his hand as of
the day and year last written below.

                              GENENCOR INTERNATIONAL, INC.

                              By: /s/ Jean-Jacques Bienaime
                                  ----------------------------------------------
                                  Jean-Jacques Bienaime, Chief Executive Officer

                              By: /s/ Stuart L. Melton
                                  ----------------------------------------------
                                  Stuart L. Melton, Employee

                              Date: 4-15-04
                                    -------------------------------------------

                                     - 6 -
<PAGE>

                                    EXHIBIT A

                     OFFICER CONFIDENTIALITY, NON-DISCLOSURE
                          AND NON-COMPETITION AGREEMENT

         THIS AGREEMENT is made as of the date last written below by and between
Genencor International, Inc. ("GCOR"), a Delaware Corporation having a principal
office at 925 Page Mill Road, Palo Alto, California 94304-1013 and Stuart L.
Melton ("Employee"), residing at 726 Campbell Avenue, Los Altos, California
94024.

         WHEREAS, the Employee is an employee of GCOR who, during the course of
such employment, will be working upon and have access to certain confidential
information, processes, technical data, trade secrets, know-how and other
business information of a confidential nature belonging to GCOR; and

         WHEREAS, GCOR and the Employee wish to enter into certain covenants to
preserve and foster their respective business interests and, in certain
respects, their future cooperation with their fellow employees; and

         WHEREAS, employees similarly situated as the Employee are separately
covenanting and agreeing not to compete with GCOR should they leave the
employment of GCOR under certain defined circumstances; and

         NOW, THEREFORE, in consideration of the foregoing premises and the
covenants herein contained, and in consideration of GCOR's employment of the
Employee for such period or periods as may from time to time be mutually agreed
upon, and of the wages or salary paid or agreed to be paid to the Employee, and
other good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       Confidentiality and Non-Disclosure. The Employee agrees and
covenants that he will not, at any time during his employment by GCOR and for a
period of five (5) years after his employment without the prior written
authorization of GCOR, disclose to any unauthorized person any formulas,
methods, compositions, trade secrets, secret processes, technical data,

<PAGE>

confidential business information or other know-how or matters of a secret,
proprietary or confidential nature relating to GCOR or its business which the
Employee gained access to or knowledge of during or by reason of his employment
with GCOR. The foregoing obligations regarding non-disclosure shall not apply to
information which: (a) was in the Employee's possession before receipt from
GCOR; or (b) is or becomes a matter of public knowledge through no fault of the
Employee; (c) is disclosed by GCOR to a third party without duty of
confidentiality on the third party; or (d) is disclosed under operation of law,
if possible in conformity with Exhibit C.

         2.       Non-competition.

                  A.       In the event of the Employee's voluntary withdrawal
from GCOR's employment or GCOR's discharge of the Employee for cause as defined
in paragraph 7 of the Employment Agreement to which this Exhibit A is appended,
until the expiration of a 24-month period commencing on the date of the
termination of his employment, the Employee shall not engage in or compete
directly or indirectly, as a principal, on his own account, or as a shareholder
in, or be an employee of or consultant to, any corporation or other legal
entity, including limited or general partnerships, or carry out any activities
which are competitive with or would be inimical to the technology or business
interests of GCOR. The Employee, further, shall not extend credit or lend money
for the purpose of establishing or operating any such business, nor furnish any
information (including the information subject to the restriction in paragraph l
above) or give advice, either directly or indirectly, to any such third party,
corporation or business entity of any kind. The non-compete restrictions of this
paragraph A shall apply, in the case of a large corporation conducting business
in diverse business fields, only to employment or competition in that unit,
division, subsidiary or other part of such corporation (or other legal entity)
in competition with GCOR.

                  If the Employee is involuntarily terminated without cause, he
will receive Termination Compensation for the period specified above unless he
becomes employed by a competitor or otherwise violates the terms of this
agreement. At that time, all compensation from GCOR ceases.

                  B.       It is recognized by GCOR and the Employee that his
efforts, and those of his fellow employees are critically important to the
overall profitability of GCOR. The future

                                     - 2 -
<PAGE>

profitability of GCOR is also linked to the continuing services of the Employee
and the covenant of the Employee not to compete with GCOR should he choose to
leave the employ of GCOR.

                  C.       It is understood and agreed that the present and
proposed business of GCOR is becoming increasingly competitive and that there is
an ever increasing risk that competing companies may seek to hire the employees
of GCOR who are critical to its continued success, not only because of the
abilities of such employees, but also because of the proprietary knowledge
acquired by such employees while at GCOR.

         3.       Exception for Publicly-Traded Companies. The foregoing
agreement not to compete shall not prohibit any Employee from owning stock as an
investment, debentures, warrants or similar instruments in any company whose
stock is traded on a national securities exchange or over-the-counter so long as
such ownership interest is less than five percent (5%) of the outstanding and
traded stock, debentures or warrants, as the case may be.

         4.       Alternative Employment. The foregoing covenant and agreement
is not intended to and shall not prevent the Employee from seeking or accepting
alternative employment with other business entities, customers or suppliers of
GCOR so long as the confidentiality, non-disclosure and non-compete covenants
herein are honored by the Employee and such business entities, customers or
suppliers.

         5.       Equitable and Legal Remedies. The parties hereto agree that no
remedy of law will be adequate to compensate GCOR for a violation of this
Agreement; and the Employee hereby agrees that in addition to any legal or other
rights that may be available in the event of a breach hereunder, GCOR may seek
equitable relief to enforce this Agreement in any court of competent
jurisdiction. Any actions or proceedings brought regarding this Agreement shall
be venued in the Northern District of California.

         6.       Miscellaneous.

                  A.       This Agreement and all rights and obligations
hereunder shall be governed and construed in accordance with the laws of the
State of California.

                                     - 3 -
<PAGE>

                  B.       This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legal representatives,
successor and assigns.

                  C.       This Agreement shall not be modified, amended,
assigned, canceled or superseded except in writing signed by GCOR and the
Employee.

                  D.       This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes and cancels all
prior or collateral agreements, proposals and understandings, whether written or
oral, relating to the subject matter hereof.

                  E.       No failure on the part of GCOR or of the Employee to
exercise, and no delay in exercising any right or remedy hereunder shall operate
as a waiver thereof or of any other right or remedy; nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or of
any right or remedy.

                  F.       If any provision of this Agreement shall be
prohibited by or be invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                  G.       All notices, requests and demands shall be in writing
by certified mail, return receipt requested, addressed to the respective parties
hereto at their respective addresses first hereinabove set forth or to such
other address as either party shall designate in a written notice similarly
given to the other party.

                  H.       The masculine pronoun, wherever used herein, shall be
construed to include the feminine and the neuter, where appropriate. The
singular form, wherever used herein, shall be construed to include the plural,
where appropriate.

                  I.       This Agreement may be executed in two counterparts,
each of which shall be deemed an original and constitute one and the same
agreement.

                                     - 4 -
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date last written below.

                            GENENCOR INTERNATIONAL, INC.

                            By: /s/ Jean-Jacques Bienaime
                                ---------------------------------------------
                                Jean-Jacques Bienaime, Chief Executive Officer

                            By: /s/ Stuart L. Melton
                                ---------------------------------------------
                                Stuart L. Melton, Employee

                            Date: 4-15-04
                                  ------------------------------------------

                                      -5-
<PAGE>
                                    EXHIBIT B

                    INVENTION DISCLOSURE/ASSIGNMENT AGREEMENT

         It is my understanding that Genencor International, Inc., (hereinafter
called "GCOR") is engaged in the business of industrial biotechnology, including
research, development and manufacturing. I also understand that, as is generally
customary, GCOR requires its employees to assign to it all right, title and
interest in and to all inventions, discoveries, improvements and copyrightable
subject matter (hereinafter separate or collectively called "rights") in the
field of employment of its various employees and that it is essential for the
full protection of the business of GCOR that employees shall not disclose
classified or confidential or proprietary GCOR information regarding such
business, with which information they have or may become acquainted during the
period of their employment.

         Therefore, in consideration of my employment or continued employment by
GCOR during such time as I may be employed by GCOR, and of the wages or salary
and other benefits to be received by me in respect to such employment, it is
understood and agreed as follows:

         I hereby do and will sell, assign and transfer to GCOR all of my right,
title and interest in and to all said rights which, during, or within two years
after the termination of, my employment by GCOR, have been or may be made or
conceived by me, alone or with others, and within or arising out of any field of
employment in which I have worked or shall work for GCOR or arising out of any
information regarding the business of GCOR which has been or may be received by
me while in GCOR's employment.

         I will fully disclose to GCOR as promptly as available all information
known or possessed by me concerning the rights mentioned in the preceding
paragraph; and, upon request of GCOR and without further remuneration to me by
GCOR, but at the expense of GCOR, I will execute all applications for patents
and for copyright registration, assignments thereof and other instruments, and
do all things which GCOR may deem necessary to vest and maintain in it my entire
right, title and interest in and to all such rights.

<PAGE>

         This agreement replaces all previous agreements relating to the same or
similar matters which I may have entered into with GCOR with respect to my
present and future period of employment by GCOR. It shall inure to the benefit
of the successors and assigns of GCOR, and shall be binding upon my heirs,
assigns, administrators and representatives. No oral agreement, statement or
representation shall alter the provisions of this agreement.

Date: 4-15, 2004
      -----------------------------
/s/ Stuart L. Melton
-----------------------------------
   (Signature of Employee)

726 Campbell Ave. Los Altos CA
-----------------------------------
            (Address)


<PAGE>
                                                   [TO BE SIGNED ONLY IF LATER
                                                    REQUESTED TO DO SO PURSUANT
                                                    TO PAR. 6 OF THE AGREEMENT.]

                                    EXHIBIT C

                        FORM OF CONFIDENTIALITY AGREEMENT

         Confidentiality Agreement between Genencor International, Inc., a
corporation incorporated and existing under the laws of Delaware and having a
principal office in Palo Alto, California (hereinafter referred to as "GCOR")
and Stuart L. Melton (hereinafter referred to as "Employee").

         WHEREAS the Employee desires to obtain or elicit confidential testimony
or documents from GCOR for the purpose of litigation or arbitration between or
among Employee and GCOR who desires to maintain the confidentiality of said
testimony or documents.

         THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, and of other good and valuable considerations the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1.       All testimony or documents generated, produced, referred to,
or elicited in the course of the litigation or arbitration may, as appropriate,
be designated by either GCOR or the Employee to be confidential ("Confidential
Material"). The party producing a document may designate it as Confidential
Material by marking it with the notation "CONFIDENTIAL." The party may designate
testimony as Confidential Information at the time of the deposition or testimony
of a representative of a party. Testimony so designated shall be transcribed
separately from the rest of the deposition. Alternatively, a party may designate
testimony as Confidential Information by written advice to all parties of the
pages and lines of the transcript so designated, within thirty (30) days of the
receipt by counsel of such transcript, in which event the portion designated
confidential shall be removed from the transcript and transcribed separately.
During said thirty (30) day period, all testimony shall be deemed and treated as
Confidential Information unless otherwise instructed by designating counsel or
the court or arbitration panel.

         2.       Confidential Material and any information derived therefrom
which tends to reveal the contents of Confidential Material may be inspected or
used only for the purposes of this action and only by: (a) the attorneys for the
parties and persons regularly employed by them; (b) the parties; (c) any person
employed to assist the aforementioned persons in connection with the preparation
and trial or arbitration of this action and any appellate or judicial review;
and (d) the respective court or arbitration panel before which this action is
pending, court or arbitration employees, court reporters, stenographic reporters
and members of the jury or arbitration panel. No other person shall have access
to Confidential Material or be informed of the contents thereof. If appellate or
judicial review is pursued, Confidential Material may be included in the record
under appeal or review, but is, if at all possible, to be "sealed," marked
CONFIDENTIAL, and not made available for public review.

<PAGE>
         3.       Confidential Material in the form of testimony or documents,
including any copies thereof, shall be returned to the party who produced or
generated them either within 30 days following the completion of the trial or
arbitration, or, if appellate or judicial review is pursued, within 30 days
following entry of a final order dispositive of the matter and the time for any
further appeal has expired or the order is otherwise unappealable.

Dated:  _____________________


                                        GENENCOR INTERNATIONAL, INC.
                                        By: ____________________________
                                        Name: ___________________________
                                        Title: __________________________

________________________________
Stuart L. Melton
<PAGE>

                                  ATTACHMENT B

                             SEPARATION DATE RELEASE

                      (to be signed on the Separation Date)

Pursuant to the Employment and Separation Agreement between Executive and GCOR
dated May______________, 2004 (the "Agreement"), Executive and GCOR hereby agree
as follows:

1.    RELEASE. In exchange for the consideration provided to Executive and GCOR
under the Agreement that Executive and GCOR would otherwise not be entitled to,
Executive and GCOR generally and completely waive and release and promise never
to assert any claims or causes of action, whether or not now known, against the
other party (in any capacity whatsoever) or the other party's predecessors,
successors, subsidiaries, officers, directors, agents, employees, attorneys, and
assigns, with respect to any matter, arising at any time prior to and including
the date of execution of this Separation Date Release 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; any claim in connection with any
benefit or compensation allegedly owed or provided by the Company; any claim of
wrongful discharge, emotional distress, defamation, fraud, breach of contract,
breach of the covenant of good faith and fair dealing; and 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; PROVIDED,
HOWEVER, that:

      (a)   GCOR shall not and does not release any claims it may have against
Executive that arise at any time from: (i) a breach by Executive of Exhibit A or
Exhibit B of the Original Employment Agreement; (ii) a breach by Executive of
his obligations to protect GCOR's Confidential Material, including without
limitation any claims arising under the California Uniform Trade Secrets Act, or
common law claims arising from these obligations; (iii) a breach by Executive of
his ethical or fiduciary obligations to GCOR; or (iv) Executive's breach of his
obligations under the Agreement; and

      (b)   Executive shall not and does not release any claims he may have
against GCOR that arise at any time for: (i) indemnification or advances against
indemnifiable costs pursuant to GCOR's Certificate of Incorporation, GCOR's
Bylaws, any indemnification agreement (the "Indemnification Agreement") between
Executive and GCOR, or statutory or common law; or (ii) GCOR's breach of its
obligations under the Agreement.

2.    SECTION 1542 WAIVER. Except as to claims which have not been released by
GCOR and Executive as provided herein, GCOR and Executive expressly waive and
release 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
<PAGE>

WITH THE DEBTOR." Furthermore, both Executive and GCOR 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.

3.    NO ADMISSIONS. Nothing contained in this Separation Date Release shall
constitute or be treated as an admission by Executive or GCOR of liability, of
any wrongdoing, or of any violation of law.

4.    ADEA WAIVER. Executive understands and agrees that he is waiving any right
to bring any claim of age discrimination under the ADEA, as well as any other
claim against GCOR, and that the consideration given for his waiver and release
is in addition to anything of value to which he was already entitled. Executive
further understands and agrees that his waiver and release do not apply to any
rights or claims that may arise after the date he signs this Separation Date
Release, and that he has the right to consult with an attorney prior to
executing this Separation Date Release. Executive further understands and agrees
that he has up to twenty-one (21) days to review this Separation Date Release,
and to consult with an attorney of his choice. Executive has seven (7) days
after signing the Separation Date Release to revoke such Separation Date
Release, by providing written notice of revocation to GCOR. Because of this
revocation period, Executive understands that the Separation Date Release shall
not become effective or enforceable until the eighth day after Executive has
signed this Separation Date Release.

                             GENENCOR INTERNATIONAL, INC.

                             By:________________________________________________
                                Richard J. Ranieri
                                Senior Vice President, Human Resources

By:_________________________
     Stuart L. Melton

Date: _________, 2004

                                       2