Unassociated Document



    
      

    

    Exhibit
10.41

     

    November
2, 2009

    


    Mr. John
Senaldi

    42
Remington Court

    Danville,
CA 94526

    


    Re:  Employment
Offer

    


    Dear
John:

    


    I am
pleased to offer you a position with Symyx Technologies, Inc. (“Symyx”) as
President, High Productivity Research (HPR), reporting to Isy Goldwasser,
CEO.  In this position, we expect you will be a Section 16 reporting
officer; therefore, this offer in its entirety is subject to formal approval
from Symyx’s Board of Directors.

     
 

    You will
receive a monthly salary of $25,000 (twenty-five thousand dollars), payable
semi-monthly in accordance with our normal payroll procedures and subject to
applicable withholdings.  In addition, based upon achievement of
Company and HPR division financial objectives and of individual goals you and
Isy Goldwasser will define together, you will be eligible to receive an
on-target annual bonus of 65% of your annual salary starting in fiscal
2010.  Your participation in this plan is subject to the bonus plan’s
terms, which include a requirement that you be an employee in good standing at
the time the bonus is paid. The amount of any actual bonus paid will be
determined in the sole discretion of the CEO and will be subject to the approval
of the Compensation Committee of the Board of Directors.

    


    In
addition, subject to approval by Symyx’ Board of Directors or its appropriately
appointed committee or designee, you will be granted an option to purchase one
hundred thousand (100,000) 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, typically the first trading day of the calendar month following your
first day of employment. These stock options will be governed by Symyx’ 2007
Stock Incentive Plan and the applicable stock option agreement, and will vest
over 3 years as follows: 33% on the first anniversary of your date of hire, and
quarterly thereafter (subject to your continued employment through these
dates).

    


     We
will provide you with a one-time payment of $80,000 (eighty 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.

    


    As a Symyx employee, you are eligible
to receive certain employee benefits. Please review the enclosed Benefits
Summary which summarizes our current benefits offerings. Symyx reserves the
right at all times to modify or terminate its compensation and benefits as it
deems necessary.

    


    As you
are aware Symyx is exploring different business opportunities for the HPR
division you are being hired to lead, which may include spinning off or selling
the group to outside investors. As a result of these actions, your employment
may be terminated. You should also be aware that your employment with Symyx is
not for a specified period and is at will. Accordingly, 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. If, however,   you experience
a Covered Termination of your employment (as  defined in Symyx’s
Executive Change in Control and Severance Benefit Plan (the “Plan”)), provided
you execute and deliver a full and comprehensive release in a form reasonably
acceptable to Symyx, you will be entitled to the severance set forth in the
Plan. A copy of the Plan is enclosed for your review.  For purposes of
your participation in the Plan, we would also specify that if Symyx sells all or
a majority interest in the HPR division to a third party, that sale will be
considered a “Change in Control” under the Plan, and if you then experience a
Change in Control Termination as defined under the Plan, you would receive cash
severance and health continuation coverage as described in Sections 4(a) and
4(b) of the Plan for a Coverage Period of fifteen (15) months;  in
such event, however, the benefits in Section 4(c) of the Plan would not
apply.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Symyx
reserves the right to conduct background investigations and/or reference checks
on all potential employees.  Your job offer, therefore, is contingent
upon clearance of such a background investigation and/or reference check, if
any.

    


    For
purposes of federal immigration law, you will need to provide Symyx documentary
evidence of your identity and eligibility for employment in the United
States.  This documentation must be provided to us within three (3)
business days of your date of hire.

    


    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 this 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.  This offer of employment expires at
5:00 p.m. on November 9, 2009 unless accepted prior to that
date.

    


    This
letter, along with the agreement relating to proprietary rights between you and
Symyx, sets forth the terms of your employment with Symyx and supersedes 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/ Isy
Goldwasser

    Isy
Goldwasser

    Chief
Executive Officer

    


    ACCEPTED
AND AGREED TO this ____ day of ________, 2009.

    


    
      	
              By:

            	 
      	 
      
	 
      	
              John
      Senaldi

            
	 
      	 
      	 
      
	
              Start
      date:

            	 
      	 
      


    

    


    Enclosures