EXHIBIT 10.24


May 25, 2007


Jeryl
L. Hilleman


1263
East Arques Avenue


Sunnyvale, CA 94085


Re:          Separation
Agreement


Dear Jeri:


This letter sets forth our mutual agreement (“Agreement”) with respect
to your employment transition.


1.             Separation.  Your last day of work with
Symyx Technologies, Inc. (the “Company”) and your employment termination date
will be June 1, 2007 (the “Separation Date”).


2.             Accrued Salary and Vacation.  On
the Separation Date, the Company will pay you all accrued salary and all
accrued and unused vacation earned through the Separation Date, subject to
standard payroll deductions and withholdings. 
You are entitled to these payments regardless of whether or not you sign
this Agreement.


3.             Severance Benefits. 
Although the Company has no policy or procedure for providing severance
benefits, the Company will make severance payments to you in the form of
continuation of your base salary in effect on the Separation Date for nine (9)
months following the Separation Date.  If
you have not obtained alternative employment as a chief financial officer or
equivalent by such date, the Company will continue your base salary in effect
on the Separation date until the earlier of six (6) additional months from such
nine-month date, or the date on which you obtain such alternative
employment.  All such salary continuation
payments are collectively referred to as “Severance Payments”.  Severance Payments will be made on the
Company’s ordinary payroll dates, and will be subject to standard payroll
deductions and withholdings.  Severance
Payments will commence on the first regular payday following the Effective
Date, as defined in paragraph 14 below.


4.             Health Insurance.  To
the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, you will be
eligible to continue your group health insurance benefits at your own
expense.  Later, you may be able to
convert to an individual policy through the provider of the Company’s health insurance,
if you wish.  If you timely elect
continued coverage under COBRA, the Company, as part of this Agreement, will
reimburse you for your COBRA premium payments for so long as you are receiving
Severance Payments under Section 3 above (“COBRA Premiums”).


5.             Stock Options and Restricted Stock Units.  Your
stock options and restricted stock units are not affected by this Agreement and
will be governed by the terms and conditions of the applicable grant documents
and plans.


6.             Other Compensation or Benefits.  You
acknowledge that, except as expressly provided in this Agreement, you will not
receive any additional compensation, severance or benefits after the 













Separation Date, including, without
limitation, pursuant to the Company’s 2007 Executive Change in Control and
Severance Benefit Plan, which you acknowledge does not apply to your
separation.


7.             Expense Reimbursements.  You
agree that, within ten (10) days of the Separation Date, you will submit your
final documented expense reimbursement statement reflecting all business
expenses you incurred through the Separation Date, if any, for which you seek
reimbursement.  The Company will
reimburse you for these expenses pursuant to its regular business practice.


8.             Return of Company Property.  By
the Separation Date, you agree to return to the Company all Company documents
(and all copies thereof) and other Company property that you have had in your
possession at any time, including, but not limited to, Company files, notes,
drawings, records, business plans and forecasts, financial information,
specifications, computer-recorded information, tangible property (including,
but not limited to, computers), credit cards, entry cards, identification
badges and keys; and, any materials of any kind that contain or embody any
proprietary or confidential information of the Company (and all reproductions
thereof).


9.             Proprietary Information Obligations.  Both
during and after your employment you acknowledge your continuing obligations
under your Proprietary Information and Inventions Agreement not to use or
disclose any confidential or proprietary information of the Company.  A copy of your Proprietary Information and
Inventions Agreement is attached hereto as Exhibit A.


10.          Cooperation.  You agree to cooperate with the
Company in making yourself reasonably available to the Company and its counsel
in connection with the prosecution or defense of any action or potential action
brought by or against the Company or any person(s) affiliated or formerly
affiliated with the Company.  Should you
be contacted by any person in connection with any such action or potential
action you will immediately notify the Company and provide it with any
communications received by you (including, without limitation, any subpoenas or
legal notices).


11.          Nondisparagement.  You agree not to disparage the
Company or the Company’s officers, directors, employees, shareholders, parents,
subsidiaries, affiliates, and agents, in any manner likely to be harmful to
them or their business, business reputation or personal reputation; provided that you may respond accurately
and fully to any question, inquiry or request for information when required by
legal process.


12.          Release of Claims.  In exchange for the Severance
Payments and COBRA Premiums, and other consideration provided to you by this
Agreement that you are not otherwise entitled to receive, you hereby generally
and completely release the Company and its current and former directors,
officers, employees, shareholders, partners, agents, attorneys, predecessors,
successors, parent and subsidiary entities, insurers, affiliates, and assigns
from any and all claims, liabilities and obligations, both known and unknown,
that arise out of or are in any way related to events, acts, conduct, or
omissions occurring prior to your signing this Agreement.  This general release includes, but is not
limited to:  (1) all claims arising
out of or in any way related to your employment with the Company, or the
termination of that employment; (2) all claims related to your compensation
or benefits from the Company, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company; (3) all claims
for breach of contract, wrongful 



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termination, and breach of the implied
covenant of good faith and fair dealing; (4) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (5) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys’ fees,
or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the
California Fair Employment and Housing Act (as amended), provided
that you are not releasing any claim that cannot be waived under
applicable state or federal law, and you are not releasing any rights that you
have to be indemnified (including any right to reimbursement of expenses)
arising under applicable law, the certificate of incorporation or by-laws (or
similar constituent documents of the Company), any indemnification agreement
between you and the Company, or any directors’ and officers’ liability
insurance policy of the Company. The foregoing notwithstanding, nothing in this
Agreement shall prevent you from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that you acknowledge and agree that you shall not recover any
monetary benefits in connection with any such claim, charge or proceeding with
regard to any claim released herein.


13.          ADEA Waiver.  You acknowledge that you are
knowingly and voluntarily waiving and releasing any rights you may have under
the ADEA (“ADEA Waiver”).  You also
acknowledge that the consideration given for the ADEA Waiver is in addition to
anything of value to which you were already entitled.  You further acknowledge that you have been
advised by this writing, as required by the ADEA, that:  (a) your ADEA Waiver does not apply to any
rights or claims that arise after the date you sign this Agreement; (b) you
should consult with an attorney prior to signing this Agreement; (c) you
have twenty-one (21) days to consider this Agreement (although you may choose
to voluntarily sign it sooner); (d) you have seven (7) days following the
date you sign this Agreement to revoke the ADEA Waiver; and (e) the ADEA Waiver
will not be effective until the date upon which the revocation period has
expired unexercised, which will be the eighth day after you sign this Agreement
(“Effective Date”).


14.          Section 1542 Waiver.  YOU
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.  In giving the release herein,
which includes claims which may be unknown to you at present, you acknowledge
that you have read and understand Section 1542 of the California Civil Code,
which reads as follows:


“A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.”


You hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
other jurisdiction of similar effect with respect to your release of any
unknown or unsuspected claims herein.



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15.          Representations.  You hereby represent that you
have been paid all compensation owed and for all hours worked, have received
all the leave and leave benefits and protections for which you are eligible,
pursuant to the Family and Medical Leave Act or otherwise, and have not
suffered any on-the-job injury for which you have not already filed a claim.


16.          General.  This Agreement, including Exhibit A,
constitutes the complete, final and exclusive embodiment of the entire
agreement between you and the Company with regard to this subject matter.  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.  This Agreement may not
be modified or amended except in a writing signed by both you and a duly
authorized officer of the Company.  This
Agreement will bind the heirs, personal representatives, successors and assigns
of both you and the Company, and inure to the benefit of both you and the
Company, 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 by the court so as to be rendered enforceable to the fullest extent
permitted by law, consistent with the intent of the parties.  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.


If this Agreement is acceptable to you, please sign below and return
the original to me.


I wish you good luck in your future endeavors.


Sincerely,


SYMYX TECHNOLOGIES, INC.


 




	
  By:

  	
   

  	
   

  
	
   

  	
  Isy Goldwasser

  	
   

  
	
   

  	
  President

  	
   

  






 


Exhibit A - Proprietary Information and Inventions Agreement


AGREED:




	
  

  	
   

  
	
  Jeryl L. Hilleman

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  






 



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