ex10_5.htm


    
      

    

    Exhibit
10.5

    


    June 14,
2007

    


    


    Gerard
Abraham

    3603
Alcorn Bend Drive

    Sugar
Land, Texas 77479

    


    Dear
Gerard:

    


    This
replaces the letter dated May 31, 2007.  I am pleased to offer you a
position with Symyx Technologies, Inc. (“Symyx”) as President, Tools reporting
to Isy Goldwasser. You will receive a monthly salary of $22,917 (twenty-two
thousand, nine hundred and seventeen dollars) which will be paid semi-monthly in
accordance with the Symyx normal payroll procedures, less applicable withholding
taxes. Beginning in 2008, provided
satisfactory individual personal achievement, company performance coming in on
budget, and upon full achievement of Symyx Tools goals, including reaching
product development milestones, revenue and allocated contribution, you are
eligible for an annual bonus of up to 50% of annual earned salary. For the
remainder of calendar year 2007, Symyx will guarantee 50% of your bonus
equivalent to half of your 2007 salary ($68,750.)  Your
participation in this plan is subject to the terms of the bonus plan, including
that you must be an employee at the time the bonus is paid in order to receive
the bonus.

    


    We will
provide you with a one-time payment of $50,000 (fifty thousand dollars,) minus
applicable taxes, in your first Symyx paycheck, as a sign-on
bonus.  This bonus will be repayable to Symyx in full should you
resign from Symyx within the first twelve months of your
employment.

    


    In
addition, subject to approval by the Board of Directors or its appropriately
appointed committee, you will be granted an option to purchase 15,000 (fifteen
thousand) shares of Symyx Common Stock priced at the closing sale price of Symyx
Common Stock on the Nasdaq National Market on the date of grant. Such options
shall be subject to the terms and conditions of the Company's Stock Option Plan
and applicable stock option agreement, and will vest over a one year
period.

    


    It is our
intent to present you with a long term incentive plan in the near future. At
this time we are in the process of creating this plan that will properly reward
and retain our leadership team.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    To
facilitate your relocation to the Bay Area, we will provide relocation
assistance in accordance with the enclosed relocation guidelines, provided that
those relocation expenses are incurred within one year of commencement of your
employment. These relocation expenses will be grossed-up for tax purposes as
described in the attached policy.

    


    To assist
in your relocation and transition to the Bay Area, Symyx will provide you with a
monthly housing allowance in accordance with the following
schedule:

    


    
      	
               
      

            	
              ·

            	
              0-11
      months following home purchase or rental agreement in Bay Area, Symyx will
      provide you with a taxable housing allowance of $3,000 per
      month.

            


    

    
      	
               
      

            	
              ·

            	
              12-23
      months following home purchase or rental agreement in Bay Area, Symyx will
      provide you with a taxable housing allowance of $2,000 per
      month.

            


    

    
      	
               
      

            	
              ·

            	
              24-35
      months following home purchase or rental agreement in Bay Area, Symyx will
      provide you with a taxable housing allowance of $1,000 per
      month.

            


    

    


    This
housing allowance is contingent upon your continuous employment with Symyx.
Reimbursed relocation costs, including any gross-up payments, and the relocation
assistance payment are repayable to Symyx should you resign from Symyx within
twelve months of when those payments were made to you. Your signature below
authorizes Symyx to deduct the full amount paid toward your relocation from your
final pay.  Should your final pay be less than the amount paid toward your
relocation, you understand that you will be responsible for repayment of the
difference.

    


    As part
of your employment you will be eligible to participate in the Executive Change
of Control and Severance Benefit Plan.  The plan is to provide
severance benefits and/or change of control benefits to certain eligible
executive employees of the Company.  See attachment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    As a
Symyx employee, you are eligible to receive certain employee benefits. Please
review the enclosed Benefits Summary which summarizes our current benefits
offering. You should note that Symyx may modify its compensation and benefits
from time to time as it deems necessary, including, without limitation, the
ability to amend and terminate such plans at any time.

    


    You
should be aware that your employment with Symyx is not for a specified period
and constitutes at will employment. As a result, you are free to resign at any
time, for any or no reason.  Similarly, Symyx is free to conclude its
employment relationship with you at any time, with or without cause, and with or
without notice.  Symyx reserves the right to conduct background
investigations and/or reference checks on all of its potential
employees.  Your job offer, therefore, is contingent upon a clearance
of such a background investigation and/or reference check, if any.

    


    For
purposes of federal immigration law, you will be required to provide to Symyx
documentary evidence of your identity and eligibility for employment in the
United States.  Such documentation must be provided to us within three
(3) business days of your date of hire, or our employment relationship with you
may be terminated.

    


    You agree that, during the term of your
employment with Symyx, you will not engage in any other employment, occupation,
consulting or business activity directly related to the business in which Symyx
is now involved or becomes involved during the term of your employment, nor will
you engage in any other activities that conflict with your obligations to
Symyx.  As a Symyx employee, you will be expected to sign and comply
with the enclosed At-Will, Confidential Information, Invention Assignment and
Arbitration Agreement, which requires (among other things) the assignment of
patent rights to any invention made during your employment at Symyx and
non-disclosure of proprietary information.

    


    To
indicate your acceptance of Symyx’s offer, please sign and date this letter in
the space provided below and return it to me, along with the signed code of
conduct and confidentiality agreement.  A duplicate original is
enclosed for your records.  This offer of employment expires June
21, 2007 unless accepted
prior to that date, and requires Board approval prior to your commencement of
employment. This letter, along with the agreement relating to proprietary
rights between you and Symyx, set forth the terms of your employment with Symyx
and supersede any prior representations and/or agreements, whether written or
oral. This letter may not be modified or amended except by a written agreement,
signed by an officer of Symyx and by you.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    We look
forward to working with you at Symyx.

    


    Sincerely,

    
      
        	 
      	
                /s/ Rex Jackson

              
	 
      	
                Rex
      Jackson

              
	 
      	
                Executive
      Vice President,

              
	 
      	
                General
      Counsel

              


      

    

    ACCEPTED
AND AGREED TO this

    
      
        
          	
                  19th

                	
                  day
      of

                	
                  June

                	
                  ,
      2007.

                


        

      

    

    


    
      
        
          
            
              
                	
                        By:

                      	
                        /s/ Gerard A. Abraham

                      	 
      
	
                        Start
      date:

                      	
                        July 1st, 2007

                      	 
      


              

            

          

        

      

    

    


    Enclosures


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Relocation
Guidelines

    


     

    
      	
               
      

            	
              o

            	
              A
      house-hunting trip of up to 5 days for you and your
      spouse.  Covered expenses include coach airfare from Texas to
      Bay Area, hotel and rental car.

            


    

    


    
      	
               
      

            	
              o

            	
              Packing,
      unpacking & physical move of household goods up to $25,000, including
      up to 2 automobiles, up to 60 days storage and insurance as provided by
      storage and moving companies, or a lump-sum payment of
      $15,000.

            


    

    


    
      	
               
      

            	
              o

            	
              Temporary
      living at company provided housing, up to 60
  days.

            


    

    


    
      	
               
      

            	
              o

            	
              Home
      finding assistance, including a half day tour by relocation specialist and
      membership to an agreed upon service to facilitate home search
      process.

            


    

     

    
      	
               
      

            	
              o

            	
              For
      purchase of new home, the Company
will:

            


    

    


    
      	
               
      

            	
              1.

            	
              Reimburse
      loan origination fee;

            


    

    
      	
               
      

            	
              2.

            	
              Reimburse
      closing costs up to 2% of the purchase price, not to exceed $25,000
      (including escrow fees, abstracts, title insurance, recording fees, notary
      fees, inspections).

            


    

    
      	
               
      

            	
              3.

            	
              No
      reimbursement for points.

            


    

     

    
      	
               
      

            	
              o

            	
              For
      final move, coach airfare for you and your family from Texas to the Bay
      Area.

            


    

     

    
      	
               
      

            	
              o

            	
              To
      assist with taxes, Company will gross-up by 50% approved relocation
      expenses considered taxable income under the IRS code.  This
      will be reported as taxable income on employee's W2 and the gross-up
      portion will be withheld. No guarantee it will cover the amount of taxes
      due for relocation.