venue selection in
accordance with Section 12 of the Agreement.
The Grantee further agrees to
notify the Company upon any change in the residence address indicated in this
Notice.
Dated:
Signed:
3
Award Number:
SYMYX TECHNOLOGIES, INC. 1997 STOCK PLAN
RESTRICTED STOCK BONUS AWARD AGREEMENT
1.
ISSUANCE OF 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 SHALL HAVE THE SAME DEFINED MEANINGS IN THIS AGREEMENT.
ALL SHARES ISSUED
HEREUNDER WILL BE DEEMED ISSUED TO THE GRANTEE AS FULLY PAID AND NONASSESSABLE
SHARES, AND THE GRANTEE WILL HAVE THE RIGHT TO VOTE THE SHARES AT MEETINGS OF
THE COMPANY'S STOCKHOLDERS.
THE COMPANY SHALL PAY ANY APPLICABLE STOCK TRANSFER
TAXES IMPOSED UPON THE ISSUANCE OF THE SHARES TO THE GRANTEE HEREUNDER.
2.
TRANSFER RESTRICTIONS.
THE SHARES
ISSUED TO THE GRANTEE HEREUNDER MAY NOT BE SOLD, TRANSFERRED BY GIFT, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF BY THE GRANTEE PRIOR TO
THE DATE WHEN THE SHARES BECOME VESTED PURSUANT TO THE VESTING SCHEDULE SET
FORTH IN THE NOTICE.
ANY ATTEMPT TO TRANSFER RESTRICTED SHARES IN VIOLATION OF
THIS SECTION 2 WILL BE NULL AND VOID AND WILL BE DISREGARDED.
3.
ESCROW OF STOCK.
FOR PURPOSES OF
FACILITATING THE ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT, THE GRANTEE
AGREES, IMMEDIATELY UPON RECEIPT OF THE CERTIFICATE(S) FOR THE RESTRICTED
SHARES, TO DELIVER SUCH CERTIFICATE(S), TOGETHER WITH AN ASSIGNMENT SEPARATE
FROM CERTIFICATE IN THE FORM ATTACHED HERETO AS EXHIBIT A, EXECUTED IN BLANK BY
THE GRANTEE WITH RESPECT TO EACH SUCH STOCK CERTIFICATE, TO THE SECRETARY OR
ASSISTANT SECRETARY OF THE COMPANY, OR THEIR DESIGNEE, TO HOLD IN ESCROW FOR SO
LONG AS SUCH RESTRICTED SHARES HAVE NOT VESTED PURSUANT TO THE VESTING SCHEDULE
SET FORTH IN THE NOTICE, WITH THE AUTHORITY TO TAKE ALL SUCH ACTIONS AND TO
EFFECTUATE ALL SUCH TRANSFERS AND/OR RELEASES AS MAY BE NECESSARY OR APPROPRIATE
TO ACCOMPLISH THE OBJECTIVES OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS
HEREOF.
THE GRANTEE HEREBY ACKNOWLEDGES THAT THE APPOINTMENT OF THE SECRETARY
OR ASSISTANT SECRETARY OF THE COMPANY (OR THEIR DESIGNEE) AS THE ESCROW HOLDER
HEREUNDER WITH THE STATED AUTHORITIES IS A MATERIAL INDUCEMENT TO THE COMPANY TO
MAKE THIS AGREEMENT AND THAT SUCH APPOINTMENT IS COUPLED WITH AN INTEREST AND IS
ACCORDINGLY IRREVOCABLE.
THE GRANTEE AGREES THAT THE RESTRICTED SHARES MAY BE
HELD ELECTRONICALLY IN A BOOK ENTRY SYSTEM MAINTAINED BY THE COMPANY'S TRANSFER
AGENT OR OTHER THIRD PARTY AND THAT ALL THE TERMS AND CONDITIONS OF THIS SECTION
3 APPLICABLE TO CERTIFICATED RESTRICTED SHARES WILL APPLY WITH THE