Exhibit
10.1


SYMYX TECHNOLOGIES, INC. 1997 STOCK PLAN


RESTRICTED STOCK UNIT AGREEMENT


1.             Issuance
of Units.  Symyx Technologies, Inc.,
a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”)
named in the Notice of Restricted Stock Unit Award (the “Notice”) an award (the
“Award”) of the Total Number of Restricted Stock Units Awarded set forth in the
Notice (the “Units”), subject to the Notice, this Restricted Stock Unit
Agreement (the “Agreement”) and the terms and provisions of the Company’s 1997
Stock Plan, as amended from time to time (the “Plan”), which is incorporated
herein by reference.  Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Agreement.


2.             Transfer Restrictions.  The Units may not be transferred in any
manner other than by will or by the laws of descent and distribution.


3.             Conversion of Units and Issuance of Shares.


(a)           General.  Subject to Section 3(b), upon the
vesting of a Unit, one share of Common Stock shall be issuable for each Unit
that vests on a particular date (the “Shares”), subject to the terms and
provisions of the Plan and this Agreement.  Thereafter, the Company will transfer such
Shares to the Grantee upon satisfaction of any required tax or other withholding
obligations.  Any fractional Unit
remaining after the Award is fully vested shall be discarded and shall not be
converted into a fractional Share.


(b)           Delay of Conversion.  The conversion of the Units to Common Stock
upon the vesting of a Unit shall be delayed in the event the Company reasonably
anticipates that the issuance of Common Stock would constitute a violation of federal
securities laws or other applicable law. If the conversion of the Units to
Common Stock is delayed by the provisions of this Section 3(b), the conversion
of the Units to Common Stock shall occur at the earliest date at which the
Company reasonably anticipates issuing the Common Stock will not cause a
violation of federal securities laws or other applicable law.  For purposes of this Section 3(b), the
issuance of Common Stock that would cause inclusion in gross income or the
application of any penalty provision or other provision of the Code is not
considered a violation of applicable law.


(c)           Delay of Issuance of Shares.  The Company shall have the authority to delay
the issuance of any shares of Common Stock under this Section 2 to the extent
it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of
the Code (relating to payments made to certain “key employees” of certain
publicly-traded companies); in such event, any shares of Common Stock to which
the Grantee would otherwise be entitled during the six (6) month period
following the date the Grantee ceases to be a Service Provider will be issued on
the first business day following the expiration of such six (6) month period.



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4.             Change in Control.


(a)           Notwithstanding Section 14 of
the Plan, in the event of a Change in Control, the Award shall automatically
become fully vested with respect to all of the Units at the time represented by
the Award, immediately prior to the specified effective date of such Change in
Control, provided that the Grantee has not ceased to be a Service Provider
prior to such date.  Effective upon the
consummation of a Change in Control, the Award shall terminate.  ]


(b)           “Change in Control” means the
occurrence of any change in ownership of the Company, change in effective
control of the Company, or change in the ownership of a substantial portion of
the assets of the Company, applied in a manner consistent with those terms as
defined in Code Section 409A(a)(2)(A)(v), the regulations thereunder, and any
other published interpretive authority, as issued or amended from time to time.


5.             Right to Shares.  The Grantee shall not have any right
in, to or with respect to any of the Shares (including any voting rights or
rights with respect to dividends paid on the Common Stock) issuable under the
Award until the Award is settled by the issuance of such Shares to the Grantee.


6.             Taxes.


(a)           Tax Liability.  The Grantee is ultimately liable and
responsible for all taxes owed by the Grantee in connection with the Award,
regardless of any action the Company or
any Parent or Subsidiary of the Company takes with respect to any tax
withholding obligations that arise in connection with the Award.  Neither the Company nor any Parent or Subsidiary of the
Company makes any representation or undertaking regarding the treatment of any
tax withholding in connection with the grant or vesting of the Award or the
subsequent sale of Shares subject to the Award. 
The Company does not commit and is under no obligation to structure the
Award to reduce or eliminate the Grantee’s tax liability.


(b)           Payment of Withholding Taxes.  Prior to any event in connection with the
Award (e.g., vesting) that the Company determines may result in any tax
withholding obligation, whether United States federal, state, local or
non-U.S., including any employment tax obligation (the “Tax Withholding
Obligation”), the Grantee must arrange for the satisfaction of the minimum
amount of such Tax Withholding Obligation in a manner acceptable to the
Company.


(i)            By Share Withholding.  The
Grantee authorizes the Company to, upon the exercise of its sole discretion,
withhold from those Shares issuable to the Grantee the whole number of Shares
sufficient to satisfy the minimum applicable Tax Withholding Obligation.  The Grantee acknowledges that the withheld
Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding
Obligation.  Accordingly, the Grantee
agrees to pay to the Company or any Parent or Subsidiary of the Company as soon
as practicable, including through additional payroll withholding, any amount of
the Tax Withholding Obligation that is not satisfied by the withholding of
Shares described above.


(ii)           By Sale of Shares.  Unless the Grantee determines to satisfy the
Tax Withholding Obligation by some other means in accordance with clause (iii)
below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction
and authorization to the Company and any brokerage firm determined acceptable
to the Company for such purpose to sell



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on the Grantee’s
behalf a whole number of Shares from those Shares issuable to the Grantee as
the Company determines to be appropriate to generate cash proceeds sufficient
to satisfy the minimum applicable Tax Withholding Obligation.  Such Shares will be sold on the day such Tax
Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as
practicable.  The Grantee will be
responsible for all broker’s fees and other costs of sale, and the Grantee
agrees to indemnify and hold the Company harmless from any losses, costs,
damages, or expenses relating to any such sale. 
To the extent the proceeds of such sale exceed the Grantee’s minimum Tax
Withholding Obligation, the Company agrees to pay such excess in cash to the
Grantee.  The Grantee acknowledges that
the Company or its designee is under no obligation to arrange for such sale at
any particular price, and that the proceeds of any such sale may not be
sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to the
Company or any Parent or Subsidiary of the Company as soon as practicable,
including through additional payroll withholding, any amount of the Tax
Withholding Obligation that is not satisfied by the sale of Shares described
above.


(iii)          By Check, Wire Transfer or Other Means. At
any time not less than five (5) business days (or such fewer number of business
days as determined by the Administrator) before any Tax Withholding Obligation
arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s
Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient to satisfy the Tax Withholding Obligation by
(x) wire transfer to such account as the Company may direct,
(y) delivery of a certified check payable to the Company, or (z) such
other means as specified from time to time by the Administrator.


7.             Entire Agreement: Governing Law.  The Notice, the Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Grantee with respect to the subject matter
hereof, and may not be modified adversely to the Grantee’s interest except by
means of a writing signed by the Company and the Grantee.  These agreements are to be construed in
accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the
State of California to the rights and duties of the parties.  Should any provision of the Notice or this
Agreement be determined to be illegal or unenforceable, the other provisions
shall nevertheless remain effective and shall remain enforceable.


8.             Construction. 
The captions used in the Notice and this Agreement are inserted for
convenience and shall not be deemed a part of the Award for construction or
interpretation.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural
shall include the singular.  Use of the
term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


9.             Administration and Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement
shall be submitted by the Grantee or by the Company to the Administrator.  The resolution of such question or dispute by
the Administrator shall be final and binding on all persons.



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10.           Venue.  The parties agree that any suit, action, or
proceeding arising out of or relating to the Notice, the Plan or this Agreement
shall be brought in the United States District Court for the Northern District
of California (or should such court lack jurisdiction to hear such action, suit
or proceeding, in a California state court in the County of Santa Clara) and
that the parties shall submit to the jurisdiction of such court.  The parties irrevocably waive, to the fullest
extent permitted by law, any objection the party may have to the laying of
venue for any such suit, action or proceeding brought in such court.  If any one or more provisions of this
Section 10 shall for any reason be held invalid or unenforceable, it is
the specific intent of the parties that such provisions shall be modified to
the minimum extent necessary to make it or its application valid and
enforceable.


11.           Notices.  Any notice required or permitted hereunder
shall be given in writing and shall be deemed effectively given upon personal
delivery, upon deposit for delivery by an internationally recognized express
mail courier service or upon deposit in the United States mail by certified
mail (if the parties are within the United States), with postage and fees
prepaid, addressed to the other party at its address as shown in these
instruments, or to such other address as such party may designate in writing
from time to time to the other party.


12.           Amendment to Meet the Requirements
of Section 409A.  The Grantee
acknowledges that the Company, in the exercise of its sole discretion and
without the consent of the Grantee, may amend or modify this Agreement in any
manner and delay the payment of any amounts payable pursuant to this Agreement to
the minimum extent necessary to meet the requirements of Section 409A of
the Code as amplified by any Internal Revenue Service or U.S. Treasury
Department regulations or guidance as the Company deems appropriate or
advisable.


END OF AGREEMENT



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