Exhibit 10.21



 








Exhibit 10.21




PROMISSORY NOTE

(Repayable/Employee)




	 	 	 
	$200,000.00

	 	Rochester, New York
	

	 	Date: December 20, 2001






FOR VALUE RECEIVED, the undersigned Mark Goldsmith (the “Employee”) and Anne Midler (the
“Employee’s Spouse”), promise to pay to the order of GENENCOR INTERNATIONAL, INC. (“Genencor” or
the “Company”), Two Hundred Thousand Dollars ($200,000.00) without interest, (except in the event
of default, delinquent payment or as otherwise set out below), at the principal offices of
Genencor, upon the following terms and conditions:





	1.  	The entire principal amount of this promissory note (“Note”) shall be due and payable five
(5) years from the date hereof (“Term”), or as such date is otherwise extended by written
agreement of the parties.
	 
	2.  	The Company shall reimburse the Employee (or the Employee’s Spouse, as the case may be) for
all individual income or related taxes resulting from any interest imputed on this loan during
the Term under the Internal Revenue Code and/or applicable federal and state tax laws.
	 
	3.  	The above notwithstanding, in the event the Employee: (i) is discharged by Genencor for
cause; or (ii) leaves the employment of Genencor of his or her own volition, the entire
principal amount of this Note shall become due and payable on that date which is thirty (30)
days from the effective date of such discharge or voluntary termination; and commencing on
such date, if the Note remains unpaid, interest on the unpaid principal amount of the Note at
the rate which is two percent (2%) higher than the then current Prime Rate as quoted in The
Wall Street Journal on the first business day preceding such effective date (or the maximum
interest rate allowed by law, if such Prime Rate-based interest exceeds same) shall accrue pro
rata (1/365 per day overdue) (the “Termination Rate”) and also become immediately due and
payable together with the unpaid principal amount of this Note.
	 
	4.  	The above notwithstanding, in the event: (i) the Employee and the Company mutually agree
that the Employee will terminate from employment with the Company; or (ii) the Company
terminates the Employee for any reason other than cause; or (iii) the Employee ceases
employment with the Company through: (a) retirement (i.e. at age 55 or older with at least
ten (10) years of service with the Company); or (b) permanent disability under the Company’s
long-term disability program, the entire principal amount of this Note shall become due and
payable on that date which is ninety (90) days from the effective date of such termination or
retirement, or from the date of such disability, as the case may be, and commencing on such
date, if the Note remains unpaid, interest on the unpaid principal amount of the Note at the
Termination Rate shall also become immediately due and payable together with the unpaid
principal amount of this Note. In




 









 






	   	the event of Employee’s death, the entire principal amount of this Note shall become due
and payable on that date which is one hundred eighty (180) days after the date of death, and
if the Note remains unpaid, interest on the unpaid principal amount of the Note at the
Termination Rate shall also become immediately due and payable together with the unpaid
principal amount of this Note.
	 
	   	It is expressly understood and agreed between the Parties that the Company’s
reimbursement obligation for individual taxes pursuant to Section 2 above does not cover any
period beyond the Term (i.e. during any grace periods for repayment, being thirty (30) days
under Section 3 above and ninety (90) days or one hundred eighty (180) days, respectively,
under this Section 4).
	 
	5.  	In the event the Employee remains employed by the Company upon that date being one hundred
eighty (180) days prior to the expiration of the Term, the terms and maturity of this loan may
be re-examined by the Company and any agreements regarding same between the Employee and the
Company will be set out in writing.
	 
	6.  	All or any part of the unpaid principal amount of this Note may be prepaid without premium at
any time prior to the maturity hereof.
	 
	7.  	The total amount of this loan must be used exclusively as a down payment on a residence for
the Employee in Palo Alto, California or its surrounding area (the “Residence”), which down
payment must also include an amount which is the lesser of: (i) $25,000 of the Employee’s
other funds; or (ii) the equity proceeds from the sale of the Employee’s previous residence.
The grace periods for repayment notwithstanding, in the event the Employee’s Residence is sold
prior to repayment of all amounts owing under this Note, the entire principal amount of this
Note shall become due and payable immediately upon closing of such sale.
	 
	8.  	If payment on this Note is not made when due, and legal action is commenced on this Note, the
Employee agrees to pay reasonable attorneys’ fees and out-of-pocket expenses of suit and
enforcement.
	 
	9.  	At the Company’s request, the Employee and the Employee’s Spouse shall execute documentation
securing this loan, including without limitation, a deed of trust on the Residence in favor of
the Company, in such form as reasonable and customary in the Palo Alto area residential
market, which deed of trust shall only be recorded in the Company’s sole discretion. All
costs of recording shall be borne by the Company.
	 
	10.  	Nothing in this Note shall be interpreted to give the Employee any guarantee of employment or
right to continue in the employ of Genencor for any particular period of time.




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IN WITNESS WHEREOF, the Employee has executed, dated and delivered this Promissory Note effective
as of the day and year first written above.




	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 
	for the EMPLOYEE	 	/s/ Mark A. Goldsmith
	 	 	 	 	 
	 	 	 	 	Signature — EMPLOYEE
	 
	 	 	 	 	 	 
	/s/ Sheila Bernstein	 	 	 	 
	 	 	 
	 	 	 	 	Social Security Number
	 
	 	 	 	 	 	 
	Date:

	 	12/20/01
	 	Date:
	 	12/20/01
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	WITNESS:
	 	 	 	 	 	 
	for the EMPLOYEE’S SPOUSE	 	/s/ Anne E. Midler
	 	 	 	 	 
	 	 	 	 	Signature — EMPLOYEE’S SPOUSE
	 
	 	 	 	 	 	 
	/s/ Sheila Bernstein	 	 	 	 
	 	 	 
	 	 	 	 	Social Security Number
	 
	 	 	 	 	 	 
	Date:

	 	12/20/01
	 	Date:
	 	12/20/01
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	GENENCOR INTERNATIONAL, INC.	 	WITNESS:
	 	 	 	 	for the Company
	 
	 	 	 	 	 	 





	 	 	 	 	 
	By:

	 	Debby Jo Blank
	 	/s/ James R. Sjoerdsma
	

	 	 
	 	 
	 
	 	 	 	 
	Title:

	 	CBO
	 	Date: 12/19/01
	

	 	 
	 	 
	 
	 	 	 	 
	Date:

	 	12/19/01	 	 
	

	 	 
	 	 







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