ex10_7.htm


    
      

    

    EXHIBIT
      10.7

    


     SYMYX
      TECHNOLOGIES, INC.

    2001
      NONSTATUTORY STOCK OPTION PLAN

    


    OPTION
      AGREEMENT

    (NONSTATUTORY
      STOCK OPTION)

    


    


    Pursuant
      to your Stock Option Grant Notice (“Grant Notice”) and
      this Option Agreement, Symyx Technologies, Inc. (the
“Company”) has granted you an option under
      its
2001 Nonstatutory Stock Option Plan (the
“Plan”) to purchase the number of shares
      of the
      Company’s Common Stock indicated in your Grant Notice at the exercise price
      indicated in your Grant Notice.  Defined terms not explicitly defined
      in this Option Agreement but defined in the Plan shall have the same definitions
      as in the Plan.

    


    The
      details of your option are as follows:

    


    1.           VESTING.  Subject
      to the limitations contained herein, your option will vest as provided in your
      Grant Notice, provided that vesting will cease upon the termination of your
      Continuous Service.

    


    2.           NUMBER
      OF SHARES AND EXERCISE PRICE.  The number of shares of Common
      Stock subject to your option and your exercise price per share referenced in
      your Grant Notice may be adjusted from time to time for capitalization
      adjustments.

    


    3.           EXERCISE
      RESTRICTION FOR NON-EXEMPT EMPLOYEES.  In the event that you
      are an Employee eligible for overtime compensation under the Fair Labor
      Standards Act of 1938, as amended (i.e., a “Non-Exempt
      Employee”), you may not exercise your option until you have
      completed at least six (6) months of Continuous Service measured from the Date
      of Grant specified in your Grant Notice, notwithstanding any other provision
      of
      your option.

    


    4.           METHOD
      OF PAYMENT.  Payment of the exercise price is due in full
      upon exercise of all or any part of your option.  You may elect to
      make payment of the exercise price in cash or by check or in any other manner
      permitted by your Grant Notice, which may
      include the following:

    


    (a)           Provided
      that at the time of exercise the Common Stock is publicly traded and quoted
      regularly in The Wall Street Journal, pursuant to a program developed
      under Regulation T as promulgated by the Federal Reserve Board that, prior
      to
      the issuance of Common Stock, results in either the receipt of cash (or check)
      by the Company or the receipt of irrevocable instructions to pay the aggregate
      exercise price to the Company from the sales proceeds.

    


    5.           WHOLE
      SHARES.  You may exercise your option only for whole shares
      of Common Stock.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    6.           SECURITIES
      LAW COMPLIANCE.  Notwithstanding anything to the contrary
      contained herein, you may not exercise your option unless the shares of Common
      Stock issuable upon such exercise are then registered under the Securities
      Act
      or, if such shares of Common Stock are not then so registered, the Company
      has
      determined that such exercise and issuance would be exempt from the registration
      requirements of the Securities Act.  The exercise of your option also
      must comply with other applicable laws and regulations governing your option,
      and you may not exercise your option if the Company determines that such
      exercise would not be in material compliance with such laws and
      regulations.

    


    7.           TERM.  You
      may not exercise your option before the commencement or after the expiration
      of
      its term.  The term of your option commences on the Date of Grant and
      expires upon the earliest of the following:

    


    (a)           three
      (3) months after the termination of your Continuous Service for any reason
      other
      than your Disability or death, provided that if during any part of such three
      (3) month period your option is not exercisable solely because of the condition
      set forth in the section above relating to “Securities Law Compliance,” your
      option shall not expire until the earlier of the Expiration Date or until it
      shall have been exercisable for an aggregate period of three (3) months after
      the termination of your Continuous Service;

    


    (b)           twelve
      (12) months after the termination of your Continuous Service due to your
      Disability;

    


    (c)           eighteen
      (18) months after your death if you die either during your Continuous Service
      or
      within three (3) months after your Continuous Service terminates;

    


    (d)           the
      Expiration Date indicated in your Grant Notice; or

    


    (e)           the
      day before the [          ]
      anniversary of the Date of Grant.

    


    8.           EXERCISE.

    


    (a)           You
      may exercise the vested portion of your option during its term by delivering
      a
      Notice of Exercise (in a form designated by the Company) together with the
      exercise price to the Secretary of the Company, or to such other person as
      the
      Company may designate, during regular business hours, together with such
      additional documents as the Company may then require.

    


    (b)           By
      exercising your option you agree that, as a condition to any exercise of your
      option, the Company may require you to enter into an arrangement providing
      for
      the payment by you to the Company of any tax withholding obligation of the
      Company arising by reason of (1) the exercise of your option, (2) the lapse
      of
      any substantial risk of forfeiture to which the shares of Common Stock are
      subject at the time of exercise, or (3) the disposition of shares of Common
      Stock acquired upon such exercise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      9.           CORPORATE
        TRANSACTIONS AND CHANGES IN CONTROL.

       

      (a)           Corporate
        Transaction.  Except as provided otherwise in an individual Grant
        Notice, in the event of a Corporate Transaction (as defined below), for the
        portion of each option that is neither Assumed (as defined below) nor Replaced
        (as defined below), such portion of the option shall automatically become
        fully
        vested and exercisable and be released from any repurchase or forfeiture
        rights
        (other than repurchase rights exercisable at Fair Market Value) for all of
        the
        Shares (or other consideration) at the time represented by such portion of
        the
        option, immediately prior to the specified effective date of such Corporate
        Transaction.

       

      (b)           Change
        in Control.  Except as provided otherwise in an individual Grant
        Notice, in the event of a Change in Control (as defined below) other than
        a
        Change in Control which also is a Corporate Transaction, each option which
        is at
        the time outstanding under the Plan automatically shall become fully vested
        and
        exercisable and be released from any repurchase or forfeiture rights (other
        than
        repurchase rights exercisable at Fair Market Value), immediately prior to
        the
        specified effective date of such Change in Control, for all of the Shares
        (or
        other consideration) at the time represented by such option.

       

      (c)           The
        following definitions shall apply as used herein and in the individual Grant
        Notices except as defined otherwise in an individual Grant Notice.  In
        the event a term is separately defined in an individual Grant Notice, such
        definition shall supercede the definition contained in this
        Section.

       

      (i)           “Change
        in Control” means a change in ownership or control of
        the Company effected through either of the following transactions:

       

      (1)           the
        direct or indirect acquisition by any person or related group of persons
        (other
        than an acquisition from or by the Company or by a Company-sponsored employee
        benefit plan or by a person that directly or indirectly controls, is controlled
        by, or is under common control with, the Company) of beneficial ownership
        (within the meaning of Rule 13d-3 of the Exchange Act) of securities
        possessing more than fifty percent (50%) of the total combined voting power
        of
        the Company’s outstanding securities pursuant to a tender or exchange offer made
        directly to the Company’s stockholders which a majority of the continuing
        directors who are not affiliates or associates of the offeror do not recommend
        such stockholders accept, or

       

      (2)           a
        change in the composition of the Board over a period of twelve (12) months
        or
        less such that a majority of the Board members (rounded up to the next whole
        number) ceases, by reason of one or more contested elections for Board
        membership, to be comprised of individuals who are continuing
        directors.

       

      (ii)           “Corporate
        Transaction” means any of the following transactions, provided, however,
        that the Board or any of the Committees appointed to administer the Plan
        shall
        determine whether multiple transactions are related, and its determination
        shall
        be final, binding and conclusive:

       

                                      (1)           a
        merger or consolidation in which the Company is not the surviving entity,
        except
        for a transaction the principal purpose of which is to change the state in
        which
        the Company is incorporated;

       

                                      (2)           the
        sale, transfer or other disposition of all or substantially all of the assets
        of
        the Company;

       

                                      (3)           the
        complete liquidation or dissolution of the Company;

       

                                      (4)           any
        reverse merger or series of related transactions culminating in a reverse
        merger
        (including, but not limited to, a tender offer followed by a reverse merger)
        in
        which the Company is the surviving entity but (A) the shares of Common
        Stock outstanding immediately prior to such merger are converted or exchanged
        by
        virtue of the merger into other property, whether in the form of securities,
        cash or otherwise, or (B) in which securities possessing more than forty
        percent (40%) of the total combined voting power of the Company’s outstanding
        securities are transferred to a person or persons different from those who
        held
        such securities immediately prior to such merger or the initial transaction
        culminating in such merger; or

       

                                      (5)           acquisition
        in a single or series of related transactions by any person or related group
        of
        persons (other than the Company or by a Company-sponsored employee benefit
        plan)
        of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
        Act) of securities possessing more than fifty percent (50%) of the total
        combined voting power of the Company’s outstanding securities but excluding any
        such transaction or series of related transactions that the Board or any
        of the
        Committees appointed to administer the Plan determines shall not be a Corporate
        Transaction.

       

      (iii)           “Assumed”
        means that pursuant to a Corporate Transaction either (i) the option is
        expressly affirmed by the Company or (ii) the contractual obligations
        represented by the option are expressly assumed (and not simply by operation
        of
        law) by the successor entity or its parent in connection with the Corporate
        Transaction with appropriate adjustments to the number and type of securities
        of
        the successor entity or its parent subject to the option and the exercise
        or
        purchase price thereof which at least preserves the compensation element
        of the
        option existing at the time of the Corporate Transaction as determined in
        accordance with the instruments evidencing the agreement to assume the
        option.

       

      (iv)           “Replaced”
        means that pursuant to a Corporate Transaction the option is replaced with
        a comparable stock award or a cash incentive program of the Company, the
        successor entity (if applicable) or parent of either of them which preserves
        the
        compensation element of such option existing at the time of the Corporate
        Transaction and provides for subsequent payout in accordance with the same
        (or a
        more favorable) vesting schedule applicable to such option.  The
        determination of option comparability shall be made by the Board or any of
        the
        Committees appointed to administer the Plan, and its determination shall
        be
        final, binding and conclusive.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    10.           TRANSFERABILITY.  Your
      option is not transferable, except by will or by the laws of descent and
      distribution, and is exercisable during your life only by
      you.  Notwithstanding the foregoing, by delivering written notice to
      the Company, in a form satisfactory to the Company, you may designate a third
      party who, in the event of your death, shall thereafter be entitled to exercise
      your option.  In addition, if permitted by the Company you may
      transfer your option to a trust if you are considered to be the sole beneficial
      owner (determined under Section 671 of the Code and applicable state law) while
      the option is held in the trust, provided that you and the trustee enter into
      a
      transfer and other agreements required by the Company.


    11.           RIGHT
      OF FIRST REFUSAL.  Shares of Common Stock that you acquire
      upon exercise of your option are subject to any right of first refusal that
      may
      be described in the Company’s bylaws in effect at such time the Company elects
      to exercise its right.  The Company’s right of first refusal shall
      expire on the first date upon which any security of the Company is listed (or
      approved for listing) upon notice of issuance on a national securities exchange
      or quotation system.

    


    12.           RIGHT
      OF REPURCHASE.  To the extent provided in the Company’s
      bylaws in effect at such time the Company elects to exercise its right, the
      Company shall have the right to repurchase all or any part of the shares of
      Common Stock you acquire pursuant to the exercise of your option.

    


    13.           OPTION
      NOT A SERVICE CONTRACT.  Your option is not an employment or
      service contract, and nothing in your option shall be deemed to create in any
      way whatsoever any obligation on your part to continue in the employ of the
      Company or an Affiliate, or of the Company or an Affiliate to continue your
      employment.  In addition, nothing in your option shall obligate the
      Company or an Affiliate, their respective stockholders, Boards of Directors,
      Officers or Employees to continue any relationship that you might have as a
      Director or Consultant for the Company or an Affiliate.

    


    14.           WITHHOLDING
      OBLIGATIONS.

    


    (a)           At
      the time you exercise your option, in whole or in part, or at any time
      thereafter as requested by the Company, you hereby authorize withholding from
      payroll and any other amounts payable to you, and otherwise agree to make
      adequate provision for (including by means of a “cashless exercise” pursuant to
      a program developed under Regulation T as promulgated by the Federal Reserve
      Board to the extent permitted by the Company), any sums required to satisfy
      the
      federal, state, local and foreign tax withholding obligations of the Company
      or
      an Affiliate, if any, which arise in connection with the exercise of your
      option.

    


    (b)           Upon
      your request and subject to approval by the Company, in its sole discretion,
      and
      compliance with any applicable legal conditions or restrictions, the Company
      may
      withhold from fully vested shares of Common Stock otherwise issuable to you
      upon
      the exercise of your option a number of whole shares of Common Stock having
      a
      Fair Market Value, determined by the Company as of the date of exercise, not
      in
      excess of the minimum amount of tax required to be withheld by law (or such
      lower amount as may be necessary to avoid classification of your option as
      a
      liability for financial accounting purposes).  If the date of
      determination of any tax withholding obligation is deferred to a date later
      than
      the date of exercise of your option, share withholding pursuant to the preceding
      sentence shall not be permitted unless you make a proper and timely election
      under Section 83(b) of the Code, covering the aggregate number of shares of
      Common Stock acquired upon such exercise with respect to which such
      determination is otherwise deferred, to accelerate the determination of such
      tax
      withholding obligation to the date of exercise of your
      option.  Notwithstanding the filing of such election, shares of Common
      Stock shall be withheld solely from fully vested shares of Common Stock
      determined as of the date of exercise of your option that are otherwise issuable
      to you upon such exercise.  Any adverse consequences to you arising in
      connection with such share withholding procedure shall be your sole
      responsibility.


    (c)           You
      may not exercise your option unless the tax withholding obligations of the
      Company and/or any Affiliate are satisfied.  Accordingly, you may not
      be able to exercise your option when desired even though your option is vested,
      and the Company shall have no obligation to issue a certificate for such shares
      of Common Stock or release such shares of Common Stock from any escrow provided
      for herein unless such obligations are satisfied.

    


    15.           NOTICES.  Any
      notices provided for in your option or the Plan shall be given in writing and
      shall be deemed effectively given upon receipt or, in the case of notices
      delivered by mail by the Company to you, five (5) days after deposit in the
      United States mail, postage prepaid, addressed to you at the last address you
      provided to the Company.

    


    16.           GOVERNING
      PLAN DOCUMENT.  Your option is subject to all the provisions
      of the Plan, the provisions of which are hereby made a part of your option,
      and
      is further subject to all interpretations, amendments, rules and regulations
      which may from time to time be promulgated and adopted pursuant to the
      Plan.  In the event of any conflict between the provisions of your
      option and those of the Plan, the provisions of the Plan shall
      control.

    


     

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