ex10_4.htm


    
      

    

    Exhibit
10.4

    


    SYMYX
TECHNOLOGIES

    


    1999
EMPLOYEE STOCK PURCHASE PLAN

    


    As Amended and Restated on April 12, 2007 and May 4, 2009

    


    The
following constitute the provisions of the 1999 Employee Stock Purchase Plan of
Symyx Technologies.

    


    1.         
    Purpose.  The
purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the
Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the
Code.

    


    2.         
    Definitions.

    


    (a)       
    “Board” shall mean the
Board of Directors of the Company or any committee thereof designated by the
Board of Directors of the Company in accordance with Section 14 of the
Plan.

    


    (b)        
   “Code” shall mean the
Internal Revenue Code of 1986, as amended.

    


    (c)         
  “Common Stock” shall
mean the common stock of the Company.

    


    (d)          
 “Company” shall mean
Symyx Technologies, a Delaware corporation,
and any Designated Subsidiary of the Company.

    


    (e)           
“Compensation” shall
mean all base straight time gross earnings and commissions, but exclusive of
payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses and other compensation.

    


    (f)            
“Designated
Subsidiary” shall mean any Subsidiary that has been designated by the
Board from time to time in its sole discretion as eligible to participate in the
Plan.

    


    (g)           
“Employee” shall mean
any individual who is an Employee of the Company for tax purposes whose
customary employment with the Company is at least twenty (20) hours per week and
more than five (5) months in any calendar year. For purposes of the Plan, the
employment relationship shall be treated as continuing intact while the
individual is on sick leave or other leave of absence approved by the Company.
Where the period of leave exceeds 90 days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship shall be deemed to have terminated on the 91st day of such
leave.

    


    (h)           
“Enrollment
Date” shall mean the first Trading Day of each Offering
Period.

    


    (i)            
“Exercise
Date” shall mean the last Trading Day of each Purchase
Period.

    


    (j)            
“Fair Market
Value” shall mean, as of any date, the value of Common Stock determined
as follows:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (i)        
    If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation The NASDAQ Global Market or
The NASDAQ Capital Market of The NASDAQ Stock Market
LLC, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the last market trading day prior to the date of determination, as
reported in The Wall Street
Journal or such other source as the Board deems reliable;

    


    (ii)       
    If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock prior to the date of determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable; or

    


    (iii)          In
the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board.

    


    (k)    
       “Offering Periods”
shall mean the periods of approximately twenty-four (24) months during which an
option granted pursuant to the Plan may be exercised, commencing on the first
Trading Day on or after May 1 and November 1 of each year and terminating on the
last Trading Day in the periods ending twenty-four (24) months later; provided, however, that commencing on and after May 1, 2007, an “Offering
Period” shall mean the periods of approximately twelve (12) months during with
an option granted pursuant to the Plan may be exercised, commencing on
the first Trading Day on or after May 1 and
November 1 of each year and terminating on the last Trading Day in the periods
ending twelve (12) months later. The duration and timing of Offering Periods
may be changed pursuant to Section 4 of this Plan.

    


    (l)        
    “Plan” shall mean this
1999 Employee Stock Purchase Plan.

    


    (m)           “Purchase Period”
shall mean the approximately six month period commencing after one Exercise Date
and ending with the next Exercise Date, except that the first Purchase Period of
any Offering Period shall commence on the Enrollment Date and end with the next
Exercise Date.

    


    (n)        
   “Purchase Price” shall
mean 85% of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower; provided however, that the
Purchase Price may be adjusted by the Board pursuant to Section 20.

    


    (o)          
 “Reserves” shall mean
the number of shares of Common Stock covered by each option under the Plan which
have not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but not yet placed under
option.

    


    (p)         
  “Subsidiary” shall
mean a corporation, domestic or foreign, of which not less than 50% of the
voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or a
Subsidiary.

    


    (q)          
 “Trading
Day” shall mean a day on which national stock exchanges and The NASDAQ Stock Exchange LLC are open for
trading.

    


    3.          
   Eligibility.

    


    (a)           
Any Employee who shall be employed by the Company on a given Enrollment
Date shall be eligible to participate in the Plan.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (b)      
     Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) to
the extent that, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding options
to purchase such stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

    


    4.           
  Offering
Periods.  The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after May 1 and November 1 each year, or on such other date as
the Board shall determine, and continuing thereafter until terminated in
accordance with Section 20 hereof.  The Board shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareholder approval if such
change is announced at least five (5) days prior to the scheduled beginning of
the first Offering Period to be affected thereafter.

    


    5.             
Participation.

    


    (a) 
          An eligible
Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deductions in the form of Exhibit A to this Plan
and filing it with the Company’s payroll office prior to the applicable
Enrollment Date.

    


    (b)  
         Payroll deductions
for a participant shall commence on the first payroll following the Enrollment
Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as
provided in Section 10 hereof.

    


    6.         
   Payroll
Deductions.

    


    (a)    
       At the time a participant files
his or her subscription agreement, he or she shall elect to have payroll
deductions made on each pay day during the Offering Period in an amount not
exceeding ten (10%) of the Compensation which he or she receives on each pay day
during the Offering Period.

    


    (b)     
      All payroll deductions made for a
participant shall be credited to his or her account under the Plan and shall be
withheld in whole percentages only.  A participant may not make any
additional payments into such account.

    


    (c)      
     A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, or may increase or
decrease the rate of his or her payroll deductions during the Offering Period by
completing or filing with the Company a new subscription agreement authorizing a
change in payroll deduction rate. The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period. The change in
rate shall be effective with the first full payroll period following five (5)
business days after the Company’s receipt of the new subscription agreement
unless the Company elects to process a given change in participation more
quickly. A participant’s subscription agreement shall remain in effect for
successive Offering Periods unless terminated as provided in Section 10
hereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (d)       
    Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof,
a participant’s payroll deductions may be decreased to zero percent (0%) at any
time during a Purchase Period.  Payroll deductions shall recommence at
the rate provided in such participant’s subscription agreement at the beginning
of the first Purchase Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 10
hereof.

    


    (e)       
    At the time the option is exercised, in whole or
in part, or at the time some or all of the Company’s Common Stock issued under
the Plan is disposed of, the participant must make adequate provision for the
Company’s federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common
Stock.  At any time, the Company may, but shall not be obligated to,
withhold from the participant’s compensation the amount necessary for the
Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits
attributable to sale or early disposition of Common Stock by the
Employee.

    


    7.           
  Grant of
Option.  On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company’s Common
Stock determined by dividing such Employee’s payroll deductions accumulated
prior to such Exercise Date and retained in the Participant’s account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period more than 5,000
shares of the Company’s Common Stock (subject to any adjustment pursuant to
Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b) and 12 hereof.  The Board may,
for future Offering Periods, increase or decrease, in its absolute discretion,
the maximum number of shares of the Company’s Common Stock an Employee may
purchase during each Purchase Period of such Offering
Period.  Exercise of the option shall occur as provided in Section 8
hereof, unless the participant has withdrawn pursuant to Section 10
hereof.  The option shall expire on the last day of the Offering
Period.

    


    8.             
Exercise of
Option.

    


    (a) 
          Unless a
participant withdraws from the Plan as provided in Section 10 hereof, his or her
option for the purchase of shares shall be exercised automatically on the
Exercise Date, and the maximum number of full shares subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account.  No fractional
shares shall be purchased; any payroll deductions accumulated in a participant’s
account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Purchase Period or Offering Period,
subject to earlier withdrawal by the participant as provided in Section 10
hereof. Any other monies left over in a participant’s account after the Exercise
Date shall be returned to the participant.  During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable
only by him or her.

    


    (b)  
         If the Board
determines that, on a given Exercise Date, the number of shares with respect to
which options are to be exercised may exceed (i) the number of shares of Common
Stock that were available for sale under the Plan on the Enrollment Date of the
applicable Offering Period, or (ii) the number of shares available for sale
under the Plan on such Exercise Date, the Board may in its sole discretion (x)
provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Enrollment Date or Exercise Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Exercise Date, and continue
all Offering Periods then in effect, or (y) provide that the Company shall make
a pro rata allocation of the shares available for purchase on such Enrollment
Date or Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and terminate any or all Offering Periods then in effect pursuant
to Section 20 hereof. The Company may make pro rata allocation of the shares
available on the Enrollment Date of any applicable Offering Period pursuant to
the preceding sentence, notwithstanding any authorization of additional shares
for issuance under the Plan by the Company’s shareholders subsequent to such
Enrollment Date.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    9.         
    Delivery.  As
promptly as practicable after each Exercise Date on which a purchase of shares
occurs, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option.

    


    10.           Withdrawal.

    


    (a)       
    A participant may withdraw all but not less than
all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice
to the Company in the form of Exhibit B to this Plan. All of the participant’s
payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such
participant’s option for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of shares shall be made for
such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering
Period unless the participant delivers to the Company a new subscription
agreement.

    


    (b)      
     A participant’s withdrawal from an Offering
Period shall not have any effect upon his or her eligibility to participate in
any similar plan which may hereafter be adopted by the Company or in succeeding
Offering Periods which commence after the termination of the Offering Period
from which the participant withdraws.

    


    11.           Termination of
Employment.  Upon a participant’s ceasing to be an Employee,
for any reason, he or she shall be deemed to have elected to withdraw from the
Plan and the payroll deductions credited to such participant’s account during
the Offering Period but not yet used to exercise the option shall be returned to
such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 15 hereof, and such participant’s option shall be
automatically terminated. The preceding sentence notwithstanding, a participant
who receives payment in lieu of notice of termination of employment shall be
treated as continuing to be an Employee for the participant’s customary number
of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.

    


    12.           Interest.  No
interest shall accrue on the payroll deductions of a participant in the
Plan.

    


    13.           Stock.

    


    (a)      
     Subject to adjustment upon changes in
capitalization of the Company as provided in Section 19 hereof, the maximum
number of shares of the Company’s Common Stock which shall be made available for
sale under the Plan shall be three hundred thousand (300,000) shares plus an
annual increase to be added on the first day of the Company’s fiscal year
beginning in 2000 and ending after the increase effective on January 1, 2009,
equal to the lesser of (i) 350,000 shares, (ii) 1% of the outstanding shares on
such date or (iii) a lesser amount determined by the Board.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (b)       
    The participant shall have no interest or voting
right in shares covered by his option until such option has been
exercised.

    


    (c)       
    Shares to be delivered to a participant under the
Plan shall be registered in the name of the participant or in the name of the
participant and his or her spouse.

    


    14.           Administration.  The
Plan shall be administered by the Board or a committee of members of the Board
appointed by the Board. The Board or its committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims filed under the
Plan. Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and binding upon
all parties.

    


    15.           Designation of
Beneficiary.

    


    (a)     
      A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any, from
the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such shares and cash. In addition, a
participant may file a written designation of a beneficiary who is to receive
any cash from the participant’s account under the Plan in the event of such
participant’s death prior to exercise of the option. If a participant is married
and the designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.

    


    (b)        
   Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may
designate.

    


    16.           Transferability.  Neither
payroll deductions credited to a participant’s account nor any rights with
regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in Section 15
hereof) by the participant. Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in accordance
with Section 10 hereof.

    


    17.           Use of
Funds.  All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll
deductions.

    


    18.           Reports.  Individual
accounts shall be maintained for each participant in the
Plan.  Statements of account shall be given to participating Employees
at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

    


    19.           Adjustments Upon Changes in
Capitalization, Dissolution, Liquidation, Merger or Asset
Sale.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (a)        
   Changes in
Capitalization.  Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period (pursuant to Section 7), as well
as the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.”  Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an
option.

    


    (b)       
    Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the “New Exercise Date”), and shall
terminate immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board.  The New Exercise
Date shall be before the date of the Company’s proposed dissolution or
liquidation.  The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant’s option has been changed to the New Exercise Date and
that the participant’s option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

    


    (c)      
     Merger or Asset
Sale.  In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  In the event that the successor corporation
refuses to assume or substitute for the option, any Purchase Periods then in
progress shall be shortened by setting a new Exercise Date (the “New Exercise
Date”) and any Offering Periods then in progress shall end on the New Exercise
Date. The New Exercise Date shall be before the date of the Company’s proposed
sale or merger.  The Board shall notify each participant in writing,
at least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant’s option has been changed to the New Exercise
Date and that the participant’s option shall be exercised automatically on the
New Exercise Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof.

    


    20.           Amendment or
Termination.

    


    (a)         
  The Board may at any time and for any reason terminate or
amend the Plan.  Except as provided in Section 19 hereof, no such
termination can affect options previously granted, provided that an Offering
Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Offering Period or the Plan is in the
best interests of the Company and its shareholders.  Except as
provided in Section 19 and this Section 20 hereof, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant.  To the extent necessary to comply with Section 423
of the Code (or any successor rule or provision or any other applicable law,
regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.

    


    (b)       
    Without shareholder consent and without regard to
whether any participant rights may be considered to have been “adversely
affected,” the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts
withheld in a currency other than U.S. dollars, permit payroll withholding in
excess of the amount designated by a participant in order to adjust for delays
or mistakes in the Company’s processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant’s Compensation, and establish such other limitations or
procedures as the Board (or its committee) determines in its sole discretion
advisable which are consistent with the Plan.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (c)        
   In the event the Board determines that the ongoing
operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or
desirable, modify or amend the Plan to reduce or eliminate such accounting
consequence including, but not limited to:

    


    (i)     
       altering the Purchase Price for
any Offering Period including an Offering Period underway at the time of the
change in Purchase Price;

    


    (ii)           shortening
any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action;
and

    


    (iii)          allocating
shares.

    


    Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.

    


    21.           Notices.  All
notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

    


    22.           Conditions Upon Issuance of
Shares.  Shares shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended,
the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

    


    As a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.

    


    23.           Term of
Plan.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the shareholders of
the Company.  It shall continue in effect until it
is  terminated under Section 20 hereof.

    


    24.           Plan History.  On April 12, 2007, the Board approved an
amendment and restatement of the Plan, effective for Offering Periods commencing
on and after May 1, 2007, to provide (i) that all Offering Periods commencing on
and after May 1, 2007 will be twelve (12) months in duration rather than
twenty-four (24) months, and (ii) to remove the provision of the Plan that
allows automatic transfers of participants in low purchase price Offering
Periods to be re-enrolled in the next following Offering Period.  This
amendment and restatement of the Plan is not subject to shareholder
approval.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    On May 4,
2009 the Board approved an amendment and restatement of the Plan to eliminate
the “evergreen” increase of the shares reserved pursuant to Section 13(a) of the
Plan, effective after the January 1, 2009 increase in such reserved share pool;
and second, to provide that the Plan shall have an indefinite term. This amendment and restatement of the Plan is not
subject to shareholder approval.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    SYMYX
TECHNOLOGIES

    


    1999
EMPLOYEE STOCK PURCHASE PLAN

    


    SUBSCRIPTION
AGREEMENT

    


    
      
        	 
      	
                 Original
      Application

              	
                Enrollment
      Date:

              	 
      	 
      
	  
      	
                 Change
      in Payroll Deduction Rate

              	 
      	 
      	 
      
	 
      	
                 Change
      of Beneficiary(ies)

              	 
      	 
      	 
      


      

    

     

     

    ____________________
hereby elects to participate in the Symyx Technologies Employee Stock Purchase
Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of
the Company’s Common Stock in accordance with this Subscription Agreement and
the Employee Stock Purchase Plan.

    


    I hereby
authorize payroll deductions from each paycheck in the amount of ____% of my
Compensation on each payday (from 1 to _____%) during the Offering Period in
accordance with the Employee Stock Purchase Plan.  (Please note that
no fractional percentages are permitted.)

    


    I
understand that said payroll deductions shall be accumulated for the purchase of
shares of Common Stock at the applicable Purchase Price determined in accordance
with the Employee Stock Purchase Plan. I understand that if I do not withdraw
from an Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.

    


    I have
received a copy of the complete Employee Stock Purchase Plan. I understand that
my participation in the Employee Stock Purchase Plan is in all respects subject
to the terms of the Plan. I understand that my ability to exercise the option
under this Subscription Agreement is subject to shareholder approval of the
Employee Stock Purchase Plan.

    


    Shares
purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of (Employee or Employee and Spouse only).

    


    I
understand that if I dispose of any shares received by me pursuant to the Plan
within 2 years after the Enrollment Date (the first day of the Offering Period
during which I purchased such shares) or one year after the Exercise Date, I
will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were purchased by me
over the price which I paid for the shares.   I hereby agree to
notify the Company in writing within 30 days after the date of any disposition
of my shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common
Stock.  The Company may, but will not be obligated to, withhold from
my compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by me.  If I dispose of such shares at any time after the
expiration of the 2-year and 1-year holding periods, I understand that I will be
treated for federal income tax purposes as having received income only at the
time of such disposition, and that such income will be taxed as ordinary income
only to the extent of an amount equal to the lesser of (1) the excess of the
fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market value
of the shares on the first day of the Offering Period. The remainder of the
gain, if any, recognized on such disposition will be taxed as capital
gain.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    I hereby
agree to be bound by the terms of the Employee Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to
participate in the Employee Stock Purchase Plan.

    


    In the
event of my death, I hereby designate the following as my beneficiary(ies) to
receive all payments and shares due me under the Employee Stock Purchase
Plan:

    


    
      
        
          
            
              
                	
                        NAME:
      (Please print)

                      	 
      	 
      	 
      	 
      
	 
      	
                        (First)

                      	
                        (Middle)

                      	
                        (Last)

                      	 
      


              

            

          

        

      

    

     

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
      	 
      	 
      
	
                                    Relationship

                                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                    (Address)

                                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                    Employee’s
      Social

                                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                    Security
      Number:

                                  	 
      	 
      	 	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                    Employee’s
      Address:

                                  	 
      	 
      	 	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

    


    
      
        
          
            
              	
                      Dated:

                    	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                      Signature
      of Employee

                    	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	
                      Spouse’s
      Signature (If beneficiary other than spouse)

                    	 


            

          

        

      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    SYMYX
TECHNOLOGIES

    


    1999
EMPLOYEE STOCK PURCHASE PLAN

    


    NOTICE
OF WITHDRAWAL

    


    


    


    The
undersigned participant in the Offering Period of the Symyx Technologies
Employee Stock Purchase Plan which began on ____________, ______ (the
“Enrollment Date”) hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period will be
automatically terminated.  The undersigned understands further that no
further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Name
      and Address of Participant:

                                
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  Signature:

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  Date: