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Exhibit 10.22
[GENENCOR LOGO]
MEMORANDUM
DATE: 16 July, 1999
TO: Carl Copeland
FROM: W. Thomas Mitchell
RE: Employment Agreement
CC: Richard J. Ranieri
As you know we have evaluated the current organization as it relates to
the future direction of the Company and will be restructuring Genencor
International, Inc. ("GCI" or the "Company"). As a result, you are being
offered a position of Senior Advisor with GCI. This memorandum will
describe the terms and conditions of your new employment and will
constitute an employment agreement ("Agreement") between GCI and you
("Employee").
a) The term of this agreement will be through December 31, 2000 ("Agreement
Period").
b) You will be required to perform such duties consistent with your new title
and position as reasonably assigned by the Chief Executive Officer of GCI.
Your employment with GCI will terminate at the end of the Agreement Period
with no additional compensation except as outlined below.
c) You will receive your current base salary of $ 203,700 through December
31, 2000. These payments will be payable through the normal biweekly
payroll and subject to all customary payroll deductions.
d) If a Variable Pay Plan ("VPP") bonus is awarded for the 1999 performance
year, you will receive a cash payment based on your base salary as
reflected in section (c) above and the applicable percentage set by the
Company as if you remained in your now current position of Senior Vice
President, Global Supply. If a VPP bonus is awarded for the 2000
performance year, your cash payment will be based on 20% of your base
salary as reflected in (c) above adjusted up or down in a manner similar
to other Senior Vice Presidents based on Company performance. Any payments
made for VPP will be made at such time and in the same manner as paid to
all US based employees.
e) In recognition of the circumstances surrounding your new position and
continued assistance to GCI, you will participate in a Long Term Bonus
Program ("LTBP") based on the future performance of the Company. You will
be a participant in this program until December 31, 2003. Your
participation in LTBP will be extended to December 31, 2004 if the Company
has not completed an Initial Public Offering ("IPO") by December 31, 2003.
If employees of GCI are able to retain their then current level of
participation in the Equity Value Plan ("EVP")
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replacement plan upon retirement or their voluntary separation by the
terms of the EVP replacement plan document, your participation in the LTBP
will be extended to the shorter of (1) December 31, 2005 (2 years) or (2)
the term specified in the EVP replacement plan for similar circumstances.
This extension provision applies only in the case of retirement and
voluntary separation and not to other termination provisions set forth in
the EVP replacement plan.
The LTBP will entitle you to a cash payment equal to 40% of the cash value
of all stock options (or equivalent) granted (vested or unvested) to the
Senior Vice President, Global Supply. The provisions of the LTBP will be
documented in writing to you in a timely fashion following the GCI Board
of Directors approval of the plan document for any EVP replacement
program. The interpretation of this section (e) of this Agreement shall be
at the sole discretion of the Chief Executive Officer and shall be binding
on all parties. You will not be eligible to participate in any EVP
replacement program.
The provisions of this section (e) will remain in effect regardless of
your employment status with GCI or whether you complete the terms of this
Agreement except in the case any of the provisions of section (h) of this
Agreement shall apply.
f) The Employee will remain an active participant in the Genencor
International, Inc. Employee Retirement Investment Plan ("the Savings
Plan") and the Genencor International, Inc. Income Replacement Plan ("the
Pension Plan") during the Agreement Period. Additionally, during this
Agreement Period, the Employee will remain eligible for all GCI welfare
benefits including, but not limited to the health, retiree medical,
dental, vision and flexible spending accounts and the current life
insurance plans and the GCI contribution to the MetLife Group Universal
Life side investment fund.
Inclusion of the Employee in the above plans is based on the Company's
interpretation of eligibility for participation in the plans. It is
understood that GCI will do nothing to jeopardize the legal or tax status
of these plans. If, at its sole discretion, GCI determines that any such
plan is put at risk by your participation in the plan, whether or not due
to GCI's action, omission or inaction, your participation will be
terminated and GCI's payments to you in lieu will be limited to that which
the Company pays on your behalf to maintain these plans. Any such
payments, if required, will not be grossed up to cover any applicable
taxes. Your service accrual may also be affected at that time. The Company
will provide timely notice to you of any such action.
g) The Employee agrees to remain bound by the previously executed Employee
Confidentiality, Non-Disclosure, Non-Competition Agreement; the Invention
Disclosure/Assignment Agreement and Form of Confidentiality Agreement and
whether employed or not, agrees to execute the Form of Confidentiality
Agreement at the direction of the Chief Executive Officer or Board of
Directors of GCI to avoid disclosure of confidential information.
h) This Agreement may be terminated by GCI before the expiration of the term
provided if, during the term of this Agreement, the Employee (1)
materially violates the provisions of the Agreements listed in (g) above
or (2) refuses to execute the Form of Confidentiality; (3) is convicted in
a court of law of a felony or any crime involving misuse or
misappropriation of money or other property of
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GCI; (4) exhibits repeated willful or wanton failure or refusal to perform
his duties in furtherance of GCI'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 GCI's Chief Executive Officer;
(5) commits an intentional tort against GCI; (6) commits any flagrant act
of dishonesty or disloyalty or any act involving gross moral turpitude
which materially adversely affects the business of GCI; or (7) exhibits
immoderate use of alcohol or drugs which, in the opinion of any
independent physician, impairs the Employee's ability to perform his
duties hereunder (all of the foregoing clauses (1) through (7)
constituting reasons of termination "for cause") provided that
unsatisfactory business performance of GCI, 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, GCI may on ten (10) days notice then terminate
the employment of the Employee and, in that event, GCI shall be obligated
only to pay the Employee the compensation due him up to the date of
termination and all accrued, vested or earned benefits under the
applicable benefit plans ending on the date of the Employee's termination.
i) If the Employee wishes to voluntarily terminate this Agreement or if the
Employee accepts employment with another company not in violation of the
Employee Confidentiality, Non-Disclosure, Non-Competition Agreement, the
Employee's employment with GCI will end on the date of the Employee's
resignation. GCI's only obligation will be to continue payment of the base
salary through the end of the Agreement Period. Participation in all
benefit plans, except as required by COBRA, will cease at that time.
Employment, for the purposes of interpretation of this clause regarding
other employment, shall be any paid employment which requires your
services for two or more weeks during any four (4) week period. During the
Agreement Period, the Employee is required to notify the Chief Executive
Officer, in writing, of any paid employment prior to accepting said
employment. Failure to provide timely written notice may constitute
termination for cause as outlined in section (h) above.
j) This Agreement shall be construed and performed in accordance with the
laws of the State of New York.
k) All notices provided for or permitted to be given pursuant to the
Agreement must be in writing. All notices shall be personally delivered or
sent by registered mail to GCI or the Employee at the last known permanent
residence. Any such notice so sent by mail shall be deemed made or given
by mailing.
l) This agreement contains the sole and entire agreement of the parties and
supersedes all prior agreements and understandings between the Employee
and GCI 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 GCI until such written modification has been approved in
writing by the Chief Executive Officer.
m) 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
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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.
n) If any provisions of the 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.
o) The provisions hereof, including without limitation those incorporated
herein pursuant to sections (e) and (g) 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 respect
thereto shall survive the termination of this Agreement and be effective
according to their terms.
p) All 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.
q) This Agreement, including its existence and the terms thereof, is
considered confidential business information by GCI and the Employee
agrees for the period of his employment hereunder and for twelve (12)
months thereafter not to disclose same to any other person or entity. The
foregoing confidentiality restriction shall be subject to the same
exceptions as set forth in Section 1 of the Confidentiality,
Non-Disclosure and Non-Competition Agreement.
r) The Agreement, and the rights and benefits contained herein, may not be
assigned by either party hereto.
s) Subsequent to your signing of this Agreement you will be asked to review
and execute a standard Waiver and Release document. Failure to execute
that document will render this Agreement null and void and the terms of
your employment with GCI will be governed solely by your existing
Employment Agreement.
IN WITNESS WHEREOF, GCI has caused this Agreement to be executed by its
President and CEO, and the Employee has hereunto set his hand as of the
day and year first above written.
GENENCOR INTERNATIONAL, INC.
By: W. Thomas Mitchell
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President and CEO
Date: 7/16/99
By: Carl D. Copeland
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Employee
Date: 8/4/99
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