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EXHIBIT 10.18
[Genencor International, Inc. Logo]
SENIOR EXECUTIVE RELOCATION POLICY
CUSTOMARY PRACTICES AND PROVISIONS
OBJECTIVE
Provide customary guidelines and provisions for relocation of employees that
support fair and equitable treatment of employees while meeting the business
objectives of Genencor International, Inc.
PROVISIONS
Pre-Move:
Residence Hunting: Reimbursement of expenses for up to three (3) house
hunting trips for employee and spouse (round trip coach air, lodging,
meals, tips, auto rental covered at 100%; baby-sitting reimbursed at
50%). Additional trips may be made with approval of the Sr. Vice
President of Human Resources.
Move:
Household Goods: Covered expenses include: packing, shipping,
unpacking, insurance at replacement cost. NOT COVERED: boats,
trailers, plants, hobby items not shippable by van or requiring
special crating.
Cars: Shipment of up to two (2) cars covered. Shipment of additional
car(s) requires advance approval of Sr. Vice President of Human
Resources.
Pets: Shipment of up to two (2) pets covered.
Furniture Storage: Household goods storage charges may be
reimbursable depending on individual situation. (Subject to advance
approval of Sr. Vice President of Human Resources).
Travel to New Location:
Coach air, taxi, tips and meals for employee and dependents, or personal
car including mileage, meals lodging and tips covered.
Temporary Living Expense:
Depends on individual situation and requires advance approval of Sr.
Vice President of Human Resources if over 90 days. In most cases, should
not exceed 90 days lodging and car rental if car has not been
pre-shipped.
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SENIOR EXECUTIVE RELOCATION POLICY
CUSTOMARY PRACTICES AND PROVISIONS
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Miscellaneous Expense Allowance:
One month's salary to cover miscellaneous expenses such as installation
of appliances, drapes, cleaning payable upon confirmation of settlement
on your new residence. Itemization of expenses is not required. (Amount
will be grossed up for federal and state taxes and included in
employee's wages).
Sale of Primary Home:
Reimbursement of seller's reasonable and customary closing costs,
providing that home is sold within one (1) year of employee's
effective transfer date. This provision will be provided via an
external relocation service. Does not include buyer's points or
expenses incurred resolving title problems or repairs to correct
conditions identified in appraisal or engineer's inspection
reports. (See Senior Executive Relocation Policy - Palo Alto
Addendum.)
Home Purchase:
Reimbursement of buyer's reasonable and customary closing costs,
including mortgage placement fees, legal fees, transfer taxes,
recording fees, loan origination fees, and up to two (2) mortgage
points involved with the purchase of a new residence in the new
location. Reimbursement does not include mortgage insurance fees
(PMI or FHA premiums), tax escrows, prepaid insurance or prepaid
taxes.
Bridge Loan:
If employee is selling home in original location, Genencor
International, Inc. may provide a bridge loan to facilitate
employee purchase of a home in the new location. Bridge loan is
limited to 90% of the equity in present home. The loan is to be
repaid upon closing the sale of the original residence. The loan
will be interest free for six (6) months, with interest
thereafter set at 2 points above the prime interest rate as
published in the Wall Street Journal. The maximum bridge loan
period is one (1) year.
Tax Consultation & Considerations:
Senior Executives will be provided with tax consultation by Price
Waterhouse, Coopers. Any required tax gross-up on any relocation
reimbursements, will be completed initially by PwC in December
and will be reflected in your final paycheck and year-end W-2.
PwC will complete an equalization calculation and settlement
sheet at the time your annual state and federal returns are
completed and filed.
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[Genencor International, Inc. Logo]
SENIOR EXECUTIVE RELOCATION POLICY
PALO ALTO ADDENDUM
OBJECTIVE
Provide guidelines for permanent relocation of senior executives to our Palo
Alto facility that supports fair and equitable treatment and recognizes the
additional needs of the executives while meeting the business objectives of
Genencor International, Inc. (GCI or the Company). The provisions below are
designed to assist the transition to the new location. The goal of the plan is
to facilitate a timely move and quick and integrated adjustment to the new
location to insure the senior executive remains fully productive at all times.
This policy replaces the Housing Supplement Policy.
KEY PROVISIONS
Down Payment Assistance and Home Price Guarantee
The relocating executive will be eligible for a repayable
loan as outlined below to be used exclusively as a down
payment on a home in Palo Alto or surrounding area. To be
eligible for the loan, the executive must contribute at
least the lesser of $100,000 or the full equity proceeds
from the sale of the executive's Rochester home towards the
purchase of the new residence.
Upon execution of a promissory note (which may require
certain security), GCI will provide the executive with a
five-year interest free loan. The amount of the loan will be
determined by the President/CEO based on the prevailing
market conditions and may be up to 50% of the purchase price
of the home. If the employee continues employment with GCI
in the Palo Alto area beyond the initial 5-year period, the
terms of the loan will be reexamined by the Company prior to
the fifth anniversary.
Repayment Terms Upon Termination
O If the employee should voluntarily leave GCI or is
terminated for cause, the employee is responsible to
repay the loan no later than the earlier of 6 months from
termination, or the sale of the home.
O If the employee leaves GCI under a mutually agreeable
arrangement, including retirement, the employee is
responsible to repay the loan no later than the earlier
of 2 years from termination, or the sale of the home.
Home Price Guarantee If Employee Sells Palo Alto Home to
Satisfy Loan
O If the employee leaves GCI under a mutually agreeable
arrangement, the Company will guarantee the difference
between the then current home price, as determined by
the average of two independent appraisals, and the
original purchase price up to 100% of the loan
O If the employee retires from GCI (i.e. leaves GCI at age
55 or later with at least 10 years of service), the
Company will guarantee a percentage of the difference
between the then current home price, as determined by the
average of two independent appraisals, and the original
purchase price where the percentage is calculated as the
ratio of the loan amount and the original purchase price.
O If the employee should voluntarily leave GCI or is
terminated for cause, there is no home price guarantee.
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GCI will gross up the executive's salary for all taxes
related to any imputed income created by the interest on the
loan for the shorter of the first five (5) years of this
loan or as long as the executive is an employee of GCI.
Additional Loan
The relocating executive will be eligible for an additional
repayable loan as outlined below to help them deal with
added expenses such as the private tuitions, club initiation
fees, etc.
Upon execution of a separate promissory note, GCI will
provide the executive with a five-year interest free loan up
to a maximum of $200,000. If the employee continues
employment with GCI in the Palo Alto area beyond the initial
5-year period. The Company prior to the fifth anniversary
will reexamine the terms of the loan.
The relocating executive will be responsible for all taxes
related to any imputed income created by the interest on the
loan.
Repayment Terms Upon Termination
O If the employee should voluntarily leave GCI or is
terminated for cause, the employee is responsible to
repay the loan no later than 60 days from termination.
O If the employee leaves GCI under a mutually agreeable
arrangement, including retirement, the employee is
responsible to repay the loan no later than the earlier
of 6 months from termination, or the sale of the home.
Rochester Home Purchase Price Guarantee
The home purchase price guarantee will be based on the
greater of (1) the executive's initial purchase price of the
home as documented by the closing papers plus the cost of
approved major capital improvements as documented or (2) the
current appraised value. To the extent any of the home
purchase price guarantee creates a taxable event, the
taxable amount will be grossed up to cover the additional
taxes.
Housing Cost Supplement
In order to defray the impact of increased expenses in the
high cost of housing area (i.e.: Palo Alto/San Francisco
area) vs. Rochester, NY the employee will receive the
following payments in the years noted below provided that
the employee remains in the employ of GCI in the high cost
of housing area during the time period. The payments are
based on a percent of the employees base salary as stated in
the offer letter. Payments will be made via the normal
payroll process. The employee will be responsible for all
personal taxes related to this benefit and the payments are
not benefit eligible.
<TABLE>
<CAPTION>
Percent of Base Salary as
Year of Transfer Stated in the Offer Letter
---------------- --------------------------
<S> <C>
One 20%
Two 16%
Three 12%
Four 8%
Five 4%
</TABLE>
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