Exhibit 99.1
SYMYX TECHNOLOGIES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
Dear Optionee:
As you know, on November 30, 2004, (the "Closing Date") Symyx
Technologies, Inc. ("Symyx") acquired IntelliChem, Inc. ("IntelliChem") through
a merger transaction (the "Merger") in accordance with the terms and conditions
of that certain Agreement and Plan of Merger by and among Symyx, Orion
Acquisition Corporation ("Orion"), and IntelliChem (the "Merger Agreement"). On
the Closing Date, you held one or more outstanding unvested options to purchase
shares of IntelliChem common stock granted to you under the IntelliChem 2003
Stock Option Plan, (the "Plan") and documented with a Stock Option Agreement
(the "Option Agreement") issued to you under the Plan (the "IntelliChem
Options"). In accordance with the Merger Agreement, on the Closing Date Symyx
assumed all obligations of IntelliChem under the IntelliChem Options. This
Agreement evidences the assumption of the IntelliChem Options, including the
necessary adjustments to the unvested IntelliChem Options required by Section
2.2.2 of the Merger Agreement.
Your unvested Options immediately before and after the Merger are as
follows:
INTELLICHEM STOCK OPTIONS SYMYX ASSUMED OPTIONS
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No. of Shares of IntelliChem Exercise No. of Shares of Symyx Exercise
IntelliChem Price Symyx Price
Common Stock Per Share Common Stock Per Share
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Unless the context otherwise requires, any references in the Plan
and the Option Agreement (i) to the "Company" or the "Corporation" mean Symyx,
(ii) to "Stock," "Common Stock" or "Shares" means shares of Symyx Common Stock,
(iii) to the "Board of Directors" or the "Board" means the Board of Directors of
Symyx and (iv) to the "Committee" means the Compensation Committee of the Symyx
Board of Directors. All references in the Option Agreement and the Plan relating
to your status as an employee of IntelliChem will continue to refer to your
status as an employee of IntelliChem. To the extent the Option Agreement allowed
you to deliver shares of IntelliChem common stock as payment for the exercise
price, shares of Symyx common stock may be delivered in payment of the adjusted
exercise price, and the period for which such shares were held as IntelliChem
common stock prior to the Merger will be taken into account.
The grant date, vesting commencement date, vesting schedule and the
expiration date of your assumed IntelliChem Options remain the same as set forth
in your Option Agreement, but the number of shares subject to each vesting
installment has been adjusted to reflect the Option Exchange Ratio contemplated
in the Merger Agreement and the number of vested shares as of
the Closing were automatically exercised pursuant to the terms of the Merger
Agreement. All other provisions which govern either the exercise or the
termination of the assumed IntelliChem Option remain the same as set forth in
your Option Agreement, and the provisions of the Option Agreement (except as
expressly modified by this Agreement and the Merger) will govern and control
your rights under this Agreement to purchase shares of Symyx common stock. Upon
your termination of employment with Symyx or any of its present or future
subsidiaries, you will have the limited time period specified in your Option
Agreement to exercise your assumed IntelliChem Options to the extent outstanding
at the time, after which time your IntelliChem Options will expire and NOT be
exercisable for Symyx common stock.
Nothing in this Agreement or your Option Agreement interferes in any
way with your rights and Symyx's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason, except to the extent
expressly provided otherwise in a written agreement executed by both you and
Symyx. Any future options, if any, you may receive from Symyx will be governed
by the terms of the applicable Symyx stock option plan, and such terms may be
different from the terms of your assumed IntelliChem Options, including, but not
limited to, the time period in which you have to exercise vested options after
your termination of employment.
Please sign and date this Agreement and return it promptly to the
address listed above. If you have any questions regarding this Agreement or your
assumed IntelliChem Options, please contact [______________] by phone at [( )
xxx-xxxx] or by mail at ______________, _______, California, _________.
SYMYX TECHNOLOGIES, INC.
By: ____________________________________
ACKNOWLEDGMENT
The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her IntelliChem Options hereby assumed by Symyx are as
set forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.
DATED: __________________, 2004 ___________________________________
<>, OPTIONEE
