**Exhibit10.8**

**SYMYXTECHNOLOGIES, INC. 1997 STOCK PLAN**

**NOTICE OF RESTRICTED STOCK UNIT AWARD**
| Grantee’s Name: |   |
|----------------------|--------|

 

You (the “Grantee”) have been granted an award ofRestricted Stock Units (the “Award”), subject to the terms and conditions ofthis Notice of Restricted Stock Unit Award (the “Notice”), the SymyxTechnologies, Inc. 1997 Stock Plan, as amended from time to time (the “Plan”)and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, asfollows.  Unless otherwise definedherein, the terms defined in the Plan shall have the same defined meanings inthis Notice.
| Award Number                           |   |
|----------------------------------------|--------|
|                                   |   |
| Date of Award                          |   |
|                                   |   |
| Total Number of  Restricted Stock      |   |
| Units Awarded (the  “Units”) |   |

 

Vesting Schedule:

Subject to the Grantee’s continued status as a ServiceProvider and other limitations set forth in this Notice, the Agreement and thePlan, the Units will “vest” in accordance with the following schedule:

**[to be determined]**

In the event of the Grantee’s change in status fromEmployee, Director or Consultant to any other status of Employee, Director orConsultant, the Award shall remain in effect and the Units shall continue tovest in accordance with the Vesting Schedule.

During any authorized leave of absence, the vesting ofthe Units as provided in this schedule shall be suspended (to the extentpermitted under Section 409A of the Code) after the leave of absenceexceeds a period of three (3) months. The Vesting Schedule of the Units shall be extended by the length of thesuspension.  Vesting of the Units shallresume upon the Grantee’s termination of the leave of absence and return toservice to the Company or a Related Entity; provided, however, that if theleave of absence exceeds six (6) months, and a return to service uponexpiration of such leave is not guaranteed by statute or contract, then(a) the Grantee’s status as a Service Provider shall be deemed toterminate on the first date following such six-month period and (b) theGrantee will forfeit the Units that are unvested on the date the Grantee ceasesto be Service Provider.  An authorizedleave of absence shall include sick leave, military leave, or other bona fideleave of absence (such as temporary employment by the government).

For purposes of this Notice and the Agreement, theterm “vest” shall mean, with respect to any Units, that such Units are nolonger subject to forfeiture to the Company.  If the Grantee would become vested in afraction of a Unit, such Unit shall not vest until the Grantee becomes

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vested in the entire Unit.  Notwithstanding the foregoing, the Unitssubject to this Notice will be subject to the provisions of Section 4 ofthe Agreement relating to the release of forfeiture provisions in the event of aChange in Control (as defined in the Agreement).

Vesting shall cease upon the date the Grantee ceasesto be Service Provider for any reason, including Disability.  Except as provided below, in the event theGrantee ceases to be a Service Provider for any reason, including Disability, anyUnits held by the Grantee immediately following such termination of the Grantee’sstatus as a Service Provider shall be deemed reconveyed to the Company and theCompany shall thereafter be the legal and beneficial owner of the Units andshall have all rights and interest in or related thereto without further actionby the Grantee.  In the event the Granteeceases to be a Service Provider on account of death, the Grantee shall becomevested as of the date of death in the number of Units determined as follows:

**[to be determined]**

IN WITNESS WHEREOF, the Company and the Grantee haveexecuted this Notice and agree that the Award is to be governed by the termsand conditions of this Notice, the Plan, and the Agreement.

Symyx Technologies,Inc.,a Delaware corporation
|        | By:    |   |
|--------|--------|--------|
|   |   |
|   | Title: |
|        |        |        |  |

 

THEGRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY WHILETHE GRANTEE IS A SERVICE PROVIDER (NOT THROUGH THE ACT OF BEING HIRED, BEINGGRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER).  THE GRANTEE FURTHER ACKNOWLEDGES AND AGREESTHAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPONTHE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S STATUS AS ASERVICE PROVIDER, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT ORTHE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S STATUS AS A SERVICE PROVIDER ATANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE.  THE GRANTEE ACKNOWLEDGES THAT UNLESS THEGRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY,THE GRANTEE’S STATUS IS AT WILL.

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The Grantee acknowledges receipt of a copy of the Planand the Agreement and represents that he or she is familiar with the terms andprovisions thereof, and hereby accepts the Award subject to all of the termsand provisions hereof and thereof.  TheGrantee has reviewed this Notice, the Agreement and the Plan in their entirety,has had an opportunity to obtain the advice of counsel prior to executing thisNotice and fully understands all provisions of this Notice, the Agreement andthe Plan.  The Grantee hereby agrees thatall questions of interpretation and administration relating to this Notice, thePlan and the Agreement shall be resolved by the Administrator in accordancewith Section 9 of the Agreement. The Grantee further agrees to the venue selection in accordance withSection 10 of the Agreement.  TheGrantee further agrees to notify the Company upon any change in the residenceaddress indicated in this Notice.
| Dated: |   |   | Signed: |   |
|--------|--------|--------|---------|--------|

 

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| **Award Number:** | ** ** |
|-------------------|------------|

 

**SYMYX TECHNOLOGIES, INC. 1997 STOCKPLAN**

**RESTRICTED STOCK UNIT AGREEMENT**

# 1.                                       Issuanceof 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”) anaward (the “Award”) of the Total Number of Restricted Stock Units Awarded setforth in the Notice (the “Units”), subject to the Notice, this Restricted StockUnit Agreement (the “Agreement”) and the terms and provisions of the Company’s1997 Stock Plan, as amended from time to time (the “Plan”), which isincorporated herein by reference.  Unlessotherwise defined herein, the terms defined in the Plan shall have the samedefined meanings in this Agreement.

# 2.                                       TransferRestrictions.  The Units may not betransferred in any manner other than by will or by the laws of descent anddistribution.

# 3.                                       Conversionof 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 foreach Unit that vests on a particular date (the “Shares”), subject to the termsand provisions of the Plan and this Agreement. Thereafter, the Company will transfer such Shares to the Grantee uponsatisfaction of any required tax or other withholding obligations.  Any fractional Unit remaining after the Awardis fully vested shall be discarded and shall not be converted into a fractionalShare.

## (b)                                 Delay of Conversion.  Theconversion of the Units to Common Stock upon the vesting of a Unit shall bedelayed in the event the Company reasonably anticipates that the issuance ofCommon Stock would constitute a violation of federal securities laws or otherapplicable law.  If the conversion of theUnits 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 atwhich the Company reasonably anticipates issuing the Common Stock will notcause a violation of federal securities laws or other applicable law.  For purposes of this Section 3(b), theissuance of Common Stock that would cause inclusion in gross income or theapplication of any penalty provision or other provision of the Code is notconsidered a violation of applicable law.

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

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# 4.                                       Changein Control.

## (a)                                  Notwithstanding Section 14 of the Plan,in the event of a Change in Control, the Award shall automatically become fullyvested 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 suchdate.  Effective upon the consummation ofa Change in Control, the Award shall terminate. ]

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

# 5.                                       Rightto Shares.  The Grantee shall nothave any right in, to or with respect to any of the Shares (including anyvoting 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 Sharesto the Grantee.

# 6.                                       Taxes.

## (a)                                  Tax Liability.  TheGrantee is ultimately liable and responsible for all taxes owed by the Granteein connection with the Award, regardless of any action the Company or anyParent or Subsidiary of the Company takes with respect to any tax withholdingobligations that arise in connection with the Award.  Neither the Company nor any Parent orSubsidiary of the Company makes any representation or undertaking regarding thetreatment of any tax withholding in connection with the grant or vesting of theAward or the subsequent sale of Shares subject to the Award.  The Company does not commit and is under noobligation to structure the Award to reduce or eliminate the Grantee’s taxliability.

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

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

### (ii)                                  *By Sale of Shares*. Unless the Grantee determines to satisfy the Tax Withholding Obligationby some other means in accordance with clause (iii) below, the Grantee’sacceptance of this Award constitutes the Grantee’s instruction andauthorization to the

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### Company and any brokeragefirm determined acceptable to the Company for such purpose to sell on theGrantee’s behalf a whole number of Shares from those Shares issuable to theGrantee as the Company determines to be appropriate to generate cash proceedssufficient to satisfy the minimum applicable Tax Withholding Obligation.  Such Shares will be sold on the day such TaxWithholding Obligation arises (e.g., a vesting date) or as soon thereafter aspracticable.  The Grantee will beresponsible for all broker’s fees and other costs of sale, and the Granteeagrees 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 TaxWithholding Obligation, the Company agrees to pay such excess in cash to theGrantee.  The Grantee acknowledges thatthe Company or its designee is under no obligation to arrange for such sale atany particular price, and that the proceeds of any such sale may not besufficient to satisfy the Grantee’s minimum Tax Withholding Obligation.  Accordingly, the Grantee agrees to pay to theCompany or any Parent or Subsidiary of the Company as soon as practicable,including through additional payroll withholding, any amount of the TaxWithholding Obligation that is not satisfied by the sale of Shares describedabove.

### (iii)                               *By Check, Wire Transfer orOther Means*. At any time notless than five (5) business days (or such fewer number of business days asdetermined by the Administrator) before any Tax Withholding Obligation arises(e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s TaxWithholding Obligation by delivering to the Company an amount that the Companydetermines 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) suchother means as specified from time to time by the Administrator.

# 7.                                       EntireAgreement: Governing Law.  TheNotice, the Plan and this Agreement constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in theirentirety all prior undertakings and agreements of the Company and the Granteewith respect to the subject matter hereof, and may not be modified adversely tothe Grantee’s interest except by means of a writing signed by the Company andthe Grantee.  These agreements are to beconstrued in accordance with and governed by the internal laws of the State ofCalifornia without giving effect to any choice of law rule that would cause theapplication of the laws of any jurisdiction other than the internal laws of theState of California to the rights and duties of the parties.  Should any provision of the Notice or thisAgreement be determined to be illegal or unenforceable, the other provisionsshall nevertheless remain effective and shall remain enforceable.

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

# 9.                                       Administrationand Interpretation.  Any question ordispute regarding the administration or interpretation of the Notice, the Planor this Agreement shall be submitted by the Grantee or by the Company to theAdministrator.  The resolution of suchquestion or dispute by the Administrator shall be final and binding on allpersons.

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

# 11.                                 Notices.  Any notice required or permitted hereundershall be given in writing and shall be deemed effectively given upon personaldelivery, upon deposit for delivery by an internationally recognized expressmail courier service or upon deposit in the United States mail by certifiedmail (if the parties are within the United States), with postage and feesprepaid, addressed to the other party at its address as shown in theseinstruments, or to such other address as such party may designate in writingfrom time to time to the other party.

# 12.                                 Amendmentto Meet the Requirements of Section 409A.  The Grantee acknowledges that the Company, inthe exercise of its sole discretion and without the consent of the Grantee, mayamend or modify this Agreement in any manner and delay the payment of anyamounts payable pursuant to this Agreement to the minimum extent necessary tomeet the requirements of Section 409A of the Code as amplified by anyInternal Revenue Service or U.S. Treasury Department regulations or guidance asthe Company deems appropriate or advisable.

**END OFAGREEMENT**

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