**Exhibit 10.20**

**SYMYX TECHNOLOGIES, INC. 1997 STOCK PLAN**

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

 

You (the “Grantee”) have been granted shares of CommonStock of the Company (the “Award”), subject to the terms and conditions of thisNotice of Restricted Stock Bonus Award (the “Notice”), the Symyx Technologies,Inc. 1997 Stock Plan (the “Plan”), as amended from time to time, and theRestricted Stock Bonus Award 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                                                             |   |
|                                                                      |   |
| Vesting Commencement  Date                                                |   |
|                                                                      |   |
| Total Number of Shares  of Common Stock Awarded  (the “Shares”) |   |

 

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 Shares will “vest” in accordance with the following schedule:

**[to be determined]**

For the purposes of this Vesting Schedule, “Non-GAAPEPS” shall mean the diluted earnings per share of the Company using UnitedStates generally accepted accounting principles, excluding acquisition-relatedadjustments, but after taking into account any cash bonuses paid to theexecutive officers of the Company under that certain 2007 Annual Cash IncentivePlan for Executive Officers and any shares issued under the Plan subject toperformance-based vesting which shares have vested.

The Compensation Committee of the Company’s Board ofDirectors shall have the authority to make appropriate adjustments in therevenue and Non-GAAP EPS performance goal specified above (the “performancegoals”) to reflect the impact of any changes in accounting standards or treatmentsthat may be required by the Financial Accounting Standards Board after the Dateof Award.  Notwithstanding the foregoingvesting terms, the Shares shall not vest unless and until the CompensationCommittee of the Board has certified in writing that the performance goals havebeen achieved.  Immediately after theCompensation Committee determines the

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degree to which the performance goals have been met,if at all, the remaining Restricted Shares shall be forfeited and deemedreconveyed to the Company and the Company shall thereafter be the legal andbeneficial owner of the Restricted Shares and shall have all rights andinterest in or related thereto without further action by the Grantee.  Notwithstanding anything herein, theCompensation Committee retains the right to reduce or eliminate any vesting ofthe Award for any reason.

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

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,any Restricted Shares held by the Grantee immediately following suchtermination of the Grantee’s status as a Service Provider shall be deemedreconveyed to the Company and the Company shall thereafter be the legal andbeneficial owner of the Restricted Shares and shall have all rights andinterest in or related thereto without further action by the Grantee.  The foregoing forfeiture provisions set forthin this Notice as to Restricted Shares shall apply to the new capital stock orother property (including cash paid other than as a regular cash dividend) receivedin exchange for the Shares in consummation of any transaction described inSection 14 of the Plan and such stock or property shall be deemedAdditional Securities (as defined in the Agreement) for purposes of theAgreement, but only to the extent the Shares are at the time covered by suchforfeiture provisions.  The Award shallbe subject to the provisions of Section 14 of the Plan in the event of amerger or asset sale of the Company.

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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 SHARES SHALL VEST, IF AT ALL, ONLYWHILE THE GRANTEE IS A SERVICE PROVIDER (NOT THROUGH THE ACT OF BEING HIRED,BEING GRANTED 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, THEGRANTEE’S STATUS IS AT WILL.

As a condition to receiving the Shares, the Granteeagrees to refrain from making an election pursuant to Section 83(b) of theCode with respect to the Shares.

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 11 of the Agreement. The Grantee further agrees to the venue selection in accordance withSection 12 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 STOCK PLAN**

**RESTRICTED STOCK BONUS AWARD AGREEMENT**

# 1.                                       Issuanceof Shares.  Symyx Technologies, Inc.,a Delaware corporation (the “Company”), hereby issues to the Grantee (the“Grantee”) named in the Notice of Restricted Stock Bonus Award (the “Notice”),the Total Number of Shares of Common Stock Awarded set forth in the Notice (the“Shares”), subject to the Notice, this Restricted Stock Bonus Award Agreement(the “Agreement”) and the terms and provisions of the Company’s 1997****Stock Plan (the “Plan”), as amended from time to time,which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shallhave the same defined meanings in this Agreement.  All Shares issued hereunder will be deemedissued to the Grantee as fully paid and nonassessable shares, and the Granteewill have the right to vote the Shares at meetings of the Company’sstockholders.  The Company shall pay anyapplicable stock transfer taxes imposed upon the issuance of the Shares to theGrantee hereunder.

# 2.                                       TransferRestrictions.  The Shares issued tothe Grantee hereunder may not be sold, transferred by gift, pledged,hypothecated, or otherwise transferred or disposed of by the Grantee prior tothe date when the Shares become vested pursuant to the Vesting Schedule setforth in the Notice.  Any attempt totransfer Restricted Shares in violation of this Section 2 will be null andvoid and will be disregarded.

# 3.                                       Escrowof Stock.  For purposes offacilitating the enforcement of the provisions of this Agreement, the Granteeagrees, immediately upon receipt of the certificate(s) for the RestrictedShares, to deliver such certificate(s), together with an Assignment Separatefrom Certificate in the form attached hereto as Exhibit A, executedin blank by the Grantee with respect to each such stock certificate, to theSecretary or Assistant Secretary of the Company, or their designee, to hold inescrow for so long as such Restricted Shares have not vested pursuant to theVesting Schedule set forth in the Notice, with the authority to take all suchactions and to effectuate all such transfers and/or releases as may benecessary or appropriate to accomplish the objectives of this Agreement inaccordance with the terms hereof.  TheGrantee hereby acknowledges that the appointment of the Secretary or AssistantSecretary of the Company (or their designee) as the escrow holder hereunderwith the stated authorities is a material inducement to the Company to makethis Agreement and that such appointment is coupled with an interest and isaccordingly irrevocable.  The Granteeagrees that the Restricted Shares may be held electronically in a book entrysystem maintained by the Company’s transfer agent or other third party and thatall the terms and conditions of this Section 3 applicable to certificatedRestricted Shares will apply with the same force and effect to such electronicmethod for holding the Restricted Shares. The Grantee agrees that such escrow holder shall not be liable to anyparty hereto (or to any other party) for any actions or omissions unless suchescrow holder is grossly negligent relative thereto.  The escrow holder may rely upon any letter, noticeor other document executed by any signature purported to be genuine and mayresign at any time.  Upon the vesting ofRestricted Shares, the escrow holder will, without further order orinstruction, transmit to the Grantee the certificate evidencing such Shares; *provided*, *however*,that no

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# transmittal of certificates evidencing the Shares willoccur unless and until the Grantee has satisfied all Tax WithholdingObligations (as defined in Section 5(c) below).

# 4.                                       AdditionalSecurities and Distributions.

## (a)                                  Anysecurities or cash received (other than a regular cash dividend) as the resultof ownership of the Restricted Shares (the “Additional Securities”), including,but not by way of limitation, warrants, options and securities received as astock dividend or stock split, or as a result of a recapitalization orreorganization or other similar change in the Company’s capital structure,shall be retained in escrow in the same manner and subject to the sameconditions and restrictions as the Restricted Shares with respect to which theywere issued, including, without limitation, the Vesting Schedule set forth inthe Notice.  The Grantee shall beentitled to direct the Company to exercise any warrant or option received asAdditional Securities upon supplying the funds necessary to do so, in which eventthe securities so purchased shall constitute Additional Securities, but theGrantee may not direct the Company to sell any such warrant or option.  If Additional Securities consist of aconvertible security, the Grantee may exercise any conversion right, and anysecurities so acquired shall constitute Additional Securities.  In the event of any change in certificatesevidencing the Shares or the Additional Securities by reason of anyrecapitalization, reorganization or other transaction that results in thecreation of Additional Securities, the escrow holder is authorized to deliverto the issuer the certificates evidencing the Shares or the AdditionalSecurities in exchange for the certificates of the replacement securities.

## (b)                                 TheCompany shall disburse to the Grantee all regular cash dividends with respectto the Shares and Additional Securities (whether vested or not), less anyapplicable withholding obligations.

# 5.                                       Taxes.

## (a)                                  NoSection 83(b) Election.  As acondition to receiving the Shares, the Grantee agrees to refrain from making anelection pursuant to Section 83(b) of the Code with respect to the Shares.

## (b)                                 Tax Liability. The Grantee isultimately liable and responsible for all taxes owed by the Grantee inconnection with the Award, regardless of any action the Company or any Subsidiary takes with respectto any tax withholding obligations that arise in connection with theAward.  Neither the Company nor any Subsidiary makes anyrepresentation or undertaking regarding the treatment of any tax withholding inconnection with the grant or vesting of the Award or the subsequent sale ofShares subject to the Award.  The Companyand its Subsidiaries do notcommit and are under no obligation to structure the Award to reduce oreliminate the Grantee’s tax liability.

## (c)                                  Payment of Withholding Taxes.Prior to any event in connection with the Award (e.g., vesting) that theCompany determines may result in any tax withholding obligation, whether UnitedStates federal, state, local or non-U.S., including any employment taxobligation (the “Tax Withholding Obligation”), the Grantee must arrange for thesatisfaction of the minimum amount of such Tax Withholding Obligation in amanner acceptable to the Company.

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### (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 withheld Sharesmay not be sufficient to satisfy the Grantee’s minimum Tax WithholdingObligation.  Accordingly, the Granteeagrees to pay to the Company or any Subsidiaryas soon as practicable, including through additional payroll withholding, anyamount of the Tax Withholding Obligation that is not satisfied by thewithholding of Shares described above.

### (ii)                                  *By Sale of Shares*.  Unless the Grantee determines to satisfy theTax Withholding Obligation by some other means in accordance with clause (iii)below, the Grantee’s acceptance of this Award constitutes the Grantee’sinstruction and authorization to the Company and any brokerage firm determinedacceptable to the Company for such purpose to sell on the Grantee’s behalf awhole number of Shares from those Shares issuable to the Grantee as the Companydetermines to be appropriate to generate cash proceeds sufficient to satisfythe 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 Subsidiary assoon as practicable, including through additional payroll withholding, anyamount of the Tax Withholding Obligation that is not satisfied by the sale ofShares described above.

### (iii)                               *By Check, Wire Transfer or Other Means*. Atany time not less than five (5) business days (or such fewer number of businessdays as determined by the Administrator) before any Tax Withholding Obligationarises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’sTax Withholding Obligation by delivering to the Company an amount that theCompany 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) suchother means as specified from time to time by the Administrator.

### Notwithstandingthe foregoing, the Company also may satisfy any Tax Withholding Obligation byoffsetting any amounts (including, but not limited to, salary, bonus andseverance payments) due to the Grantee by the Company.

# 6.                                       Stop-TransferNotices.  In order to ensurecompliance with the restrictions on transfer set forth in this Agreement, theNotice or the Plan, the Company may issue appropriate “stop transfer”instructions to its transfer agent, if any, and, if the Company transfers itsown securities, it may make appropriate notations to the same effect in its ownrecords.  The Company may issue a “stoptransfer” instruction if the Grantee fails to satisfy any Tax WithholdingObligations.

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# 7.                                       Refusalto Transfer.  The Company shall notbe required (i) to transfer on its books any Shares that have been sold orotherwise transferred in violation of any of the provisions of this Agreementor (ii) to treat as owner of such Shares or to accord the right to vote orpay dividends to any purchaser or other transferee to whom such Shares shallhave been so transferred.

# 8.                                       RestrictiveLegends.  The Grantee understands andagrees that the Company shall cause the legends set forth below or legendssubstantially equivalent thereto, to be placed upon any certificate(s)evidencing ownership of the Shares together with any other legends that may berequired by the Company or by state or federal securities laws:

THE SHARESREPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAINRESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE NAMEDSTOCKHOLDER.  THE SHARES REPRESENTED BYTHIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, ACOPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

# 9.                                       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.

# 10.                                 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.

# 11.                                 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.

# 12.                                 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

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# action, suit or proceeding, in a California statecourt in the County of Santa Clara) and that the parties shall submit to thejurisdiction of such court.  The partiesirrevocably waive, to the fullest extent permitted by law, any objection theparty may have to the laying of venue for any such suit, action or proceeding broughtin such court.  If any one or moreprovisions of this Section 10 shall for any reason be held invalid orunenforceable, it is the specific intent of the parties that such provisionsshall be modified to the minimum extent necessary to make it or its applicationvalid and enforceable.

# 13.                                 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.

## **END OF AGREEMENT**

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**EXHIBIT A**

**STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE**

FOR VALUE RECEIVED,                          herebysells, assigns and transfers unto                                       ,                          (              ) sharesof the Common Stock of Symyx Technologies, Inc., a Delaware corporation (the“Company”), standing in his name on the books of, the Company represented byCertificate No.                                   herewith, and does hereby irrevocably constitute and appoint the Secretary ofthe Company attorney to transfer the said stock in the books of the Companywith full power of substitution.
| DATED: |   |   |   |
|--------|--------|--------|--------|
|   |   |   |   |
|   |   |   |   |

 

**[Please sign this document but donot date it.  The date and information ofthe transferee will be completed if and when the shares are assigned.]**

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