ex10_6.htm


    
      

    

    Exhibit
10.6

    


    Symyx
Technologies

    415
Oakmead Parkway

    Sunnyvale
CA  94085

    


    October
1, 2007

    


    


    Trevor
Heritage

    


    Dear
Trevor,

    


    I am
pleased to extend to you a warm welcome to Symyx Technologies, Inc. (“Symyx” or
the “Company”).  As you know, Symyx recently entered into an agreement
to acquire MDL Information Systems, Inc. (“MDL”).  This letter
outlines the terms of your employment with the Symyx MDL subsidiary (or as an
employee of Company if this subsidiary is subsequently merged into Symyx),
following, and conditioned upon, the successful closing of the Symyx-MDL
acquisition (the “Closing”).

    


    Immediately
after the Closing, you will continue to perform your current job duties as Senior Vice President
Science, Symyx Software, reporting to Tim Campbell.  You will
receive a monthly salary of $23,144.73, which will be paid semi-monthly, in
accordance with Symyx’s normal payroll procedures, less applicable withholdings
and deductions.  You will also be eligible to participate in the Symyx
Technologies Inc. Company Performance Bonus Program, pursuant to which you will
be eligible to receive annual bonus compensation based on the Company’s
performance and your individual performance.  You will receive
additional information about this program as it becomes available.

    


    As soon as practicable after the
Closing, you will be eligible to participate in all  employee benefit
plans offered to Symyx employees on the terms and conditions governing those
plans.   Symyx reserves the right to modify your job title,
duties, and compensation from time to time as it deems necessary, and reserves
the right to amend and/or terminate its employee benefit plans at any
time.

    


    You
should be aware that your employment 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
or advance notice.  Symyx reserves the right to conduct employee
background and/or reference checks, including on employees of a
subsidiary.  Your continued employment, therefore, is contingent upon
results, satisfactory to the Company, of any required background investigation
and/or reference check, if any.  Enclosed you will find a two page
authorization form in this regard.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    During your employment with Symyx, you
must 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
activities that conflict with your obligations to the Company.  In
addition, you must sign and comply with the Company’s standard At-Will,
Confidential Information, Invention Assignment and Arbitration Agreement (the
“Confidentiality Agreement”), which requires (among other things) that you
maintain in strict confidence all Symyx confidential and proprietary
information.

    


    To
indicate your acceptance of the terms of your continued employment as set forth
in this letter, please sign and date this letter in the space provided below and
return it to me, along with the signed code of conduct, background
authorization, insider trading policy and Confidentiality
Agreement.  A duplicate original of this letter is enclosed for your
records.  This letter, along with the Confidentiality Agreement, sets
forth the terms governing your employment with Symyx and supersedes any prior
representations and/or agreements, whether written or oral.  Except
for changes reserved to the Company’s discretion as described above, the terms
set forth in this letter may not be modified or amended except in a written
agreement signed by an authorized officer of Symyx.

    


    We look forward to working with you as
we move forward and integrate two great companies.

    


    
      
        	 
      	
                Sincerely,

              
	 
      	
                /s/Rex
      Jackson

              
	 
      	
                Rex
      Jackson

              
	 
      	
                Executive
      Vice President,

              
	 
      	
                General
      Counsel

              


      

    

    


    ACCEPTED
AND AGREED TO this

    
      
        	
                22

              	
                day
      of

              	
                Oct.

              	
                ,
      2007.

              


      

    

    


    
      
        	
                By:

              	
                /s/ Trevor Heritage