**Exhibit 10.5**

**EMPLOYMENT AGREEMENT**

This **EMPLOYMENTAGREEMENT** (the “Agreement”) is made and entered into as of the    day of                          (the “Effective Date”), by and between Accelrys, Inc.**,** a Delaware corporation (hereinafter, the “Company”), and                             **,** an individual (hereinafter, “Executive”).

**RECITALS**

**WHEREAS,**Executive has been employed by Company as                             .  The Company and Executive desire to continuethe employment relationship on the terms set forth herein.

**NOW,THEREFORE,** in consideration of their mutual promises andintending to be legally bound, the parties agree as follows:

### **1.   EMPLOYMENT**.

#### **(a)  Title and Location.**  TheCompany shall continue to employ Executive as its                              upon the terms and conditions set forth inthis Agreement, and Executive hereby accepts such employment.  Executive will be based in San Diego,California.

#### **(b)  Duties and Responsibilities.** Executive’s duties, powers and responsibilities in such capacity shallbe those which are customary for such position, as may be determined from timeto time and assigned by Executive’s supervisor. Executive agrees to perform and discharge such duties well andfaithfully and to be subject to the supervision and direction of Executive’ssupervisor.

#### **(c)  No Conflicts.** Executive’s position under this Agreement is a full-time position.  Executive agrees to devote Executive’s fullbusiness time, effort, attention and energies to this position.  Executive will not render any professionalservices or engage in any activity that might be competitive with, adverse tothe best interest of, or create the appearance of a conflict of interest with,the Company.  Executive agrees to abideby the policies, rules and regulations of the Company as they may be amendedfrom time to time.

#### **(d)  No Other Agreement.** Executive represents and warrants the Executive is not bound by anyemployment, consulting, noncompetition, confidentiality, finders, marketing orother agreement or arrangement that would, or might reasonably be expected to,prohibit or restrict Executive in any manner from performing Executive’s dutiesand obligations hereunder.

### **2.   TERM.**  Theterm of this Agreement shall commence on the Effective Date and shall continuethereafter until the effective date of termination set forth in Section 13,below (“Term”).

### **3.   COMPENSATION.**  Ascompensation for Executive’s services under this Agreement:

#### **(a)  Base Salary.**  TheCompany will pay Executive an initial base salary of $              per year (“Base Salary”), to be paidsemi-monthly in equal installments, less normally applicable payrolldeductions.  Executive’s Base Salary willbe subject to annual review and adjustment by the Board or a duly appointed committeethereof, in either case in its sole discretion.

#### **(b)  Incentive Bonus.** Executive shall be eligible to participate in the Company’s managementincentive plan, as may be implemented and modified by the Company at its solediscretion.  The Company and Executiveagree that Executive’s initial bonus target percentage will be                % of Executive’s initial Base Salary.  Such amounts, payable to Executive under thisplan or any other bonus program, shall be referred to herein as the “IncentiveBonus.”  The Incentive Bonus for any yearwill be paid after the conclusion of the applicable fiscal year, based upon theBoard of Directors’

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#### determination as to the amount of such bonus earned pursuant to theterms of the management incentive plan, provided Executive is employed by theCompany or its successor on that date.

### **(c)  Vacation and Other Benefits. **Executive shall be entitled to the benefit of paid vacation, holidays,group medical, accident and long-term disability insurance and other fringebenefits and tax qualified retirement plans as the Company shall make availablefrom time to time to its other similarly situated senior executives.  The Company may change or amend its benefitsas it deems appropriate from time to time.

#### **4.   TERMINATION AND EFFECT OF TERMINATION.** Executive’s employment hereunder is **AT WILL** and may beterminated at any time by the Company for any reason.  In the event of termination of Executive’semployment, the Company shall have no liability to Executive for compensationor benefits, except as specified in this Section 4 or as required by theCompany’s benefits policy.

###### **(a)  Termination by the Company for Cause.** Executive’s employment may be terminated by the Company for Cause at anytime upon delivery of written notice to Executive.  Upon such a termination, the Company shallhave no obligation to Executive other than the payment of all accrued, butunpaid, Base Salary and any unpaid expenses or expense reimbursements prior tothe effective date of such termination. For purposes of this Agreement, “Cause” means the occurrence of any oneor more of the following events or conditions:

###### (i)  any material failure on the part of Executive(other than by reason of disability as provided in Section 4(e) below) tofaithfully and professionally carry out Executive’s duties or to comply withany other material provision of this Agreement, which failure continues for ten(10) days after written notice detailing such failure is delivered by theCompany; provided, that the Company shall not be required to provide suchnotice in the event that such failure (A) is not susceptible to remedy or(B) relates to the same type of acts or omissions as to which notice has beengiven on a prior occasion;

###### (ii)  Executive’s dishonesty (which shall includewithout limitation any misuse or misappropriation of the Company’s assets), orother willful misconduct, if such dishonesty or other willful misconduct isintended to or likely to materially injure the business of the Company;

###### (iii)  Executive’s conviction of any felony or ofany other crime involving moral turpitude, whether or not relating to Executive’semployment;

###### (iv)  Executive’s insobriety or use of drugs,chemicals or controlled substances either (A) in the course of performingExecutive’s duties and responsibilities under this Agreement, or (B) otherwiseaffecting the ability of Executive to perform the same;

###### (v)  Executive’s failure to comply with a lawfulwritten direction of the Company or the Board of Directors; or

###### (vi)  Any wanton or willfuldereliction of duties by Executive.

###### The existence of any of theforegoing events or conditions shall be determined by the Company in theexercise of its reasonable judgment.

###### **(b)  Involuntary Termination by the Companywithout Cause or Resignation by Executive with Good Reason.**  TheCompany may involuntarily terminate Executive’s employment under this Agreementat any time during the Term without Cause upon delivery of written notice toExecutive, and Executive may resign at any time during the Term with GoodReason (as defined in Section 4(c), below). Except as provided by Section 4(g) hereof concerning termination inconnection with a Change of Control (as defined in such Section 4(g)), if,during the Term, Executive’s employment is terminated involuntarily by theCompany without Cause pursuant to this Section 4(b) or Executive resigns forGood Reason pursuant to Section 4(c) during the Term, the Company shall:

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(i)  pay Executive all compensation and benefitsaccrued, but unpaid, up to the effective date of termination; and

(ii)  provided that, and for so long as, Executivecomplies with Executive’s obligations set forth in Section 7, below, continueto pay Executive each month (in accordance with the Company’s regular payrollpractices) an amount equal to one twelfth (1/12) Executive’s annual Base Salaryin effect as of the effective date of termination, for a period of twelve (12)months after the effective date of termination;

(iii) payExecutive a pro-rata lump sum amount, prorated for the number of full monthsduring the applicable fiscal year during which Executive had been employed bythe Company prior to his/her termination, of the bonus that would have beenpayable to Executive had she/he remained employed throughout the year.  Such bonus will be based upon the percentageachievement against objectives as determined by the Company’s board ofdirectors at the conclusion of the applicable fiscal year to have been earnedpursuant to the terms of the Company’s management incentive plan; and

(iv) provided that, andfor so long as, Executive complies with his/her obligations set forth inSection 7, below, pay Executive, in twelve equal installments, an amountobtained by multiplying Executive’s target bonus percentage in effect as of theeffective date of termination (expressed as a decimal) times Executive’s annualBase Salary in effect as of such date of termination

#### (v)  Reimburse or otherwise pay Executive’sConsolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) payments formedical and dental insurance under the Company’s applicable plans for thelesser of (x) twelve months from the effective date of termination or (y) thedate upon which Executive becomes eligible for medical coverage from a newemployer.  Executive shall notify theCompany no later than 15 days after becoming eligible for such coverage.

**(c) Termination by Executive for Good Reason.**  Executive may terminate his/her employmentunder this Agreement during the Term for Good Reason upon the provision ofadvance written notice to the Company specifying in reasonable detail theevents or conditions upon which Executive is basing such termination.  The Company will be given the opportunity,but shall have no obligation, to “cure” such events or conditions within thirty(30) days after the provision by Executive of such notice.  Subject to the provisions of Section 4(g)hereof (concerning termination in connection with a Change of Control), if theCompany elects in a written notice to Executive not to cure such events orconditions or otherwise fails to so cure such events or conditions within suchthirty (30) day period, Executive may terminate Executive’s employment with theCompany for Good Reason effective at the end of such 30 day notice period.

###### For purposes of thisAgreement, “Good Reason” means any one or more of the following events orconditions:

(i)  the Company’s breach of any of the materialterms of this Agreement;

(ii)  the Company’s relocating its office at whichExecutive is principally employed on the Effective Date of this Agreement, to alocation which is more than fifty (50) miles from both Executive’s residenceand the offices of the Company at which Executive is principally employed onthe date of execution of this Agreement, and requiring Executive to commute tosuch location without Executive’s written consent;

(iii)  a material diminution in Executive’s title,duties or responsibilities or conditions of his/her employment from those ineffect on the date of execution of this Agreement; or

###### (iv)  a reduction of more than 10% in Executive’sannual Base Salary then-in-effect without Executive’s consent (other than sucha reduction applicable generally to other senior executives of the Company)

Solely forpurposes of Section 4(g) below, “Good Reason” also means a reduction in theExecutive’s target bonus.  For theavoidance of doubt, other than in the event of Change of Control TerminationWithout Cause or Resignation for Good Reason, as set forth in Section 4(g),below, Executive’s bonus target percentage may be modified by the Board or aduly appointed committee thereof at any time at the Board’s or such committee’ssole discretion.

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###### **(d)  Termination by Executive without GoodReason (Voluntary Resignation).**  Executive may voluntarilyresign his position and terminate his/her employment under this Agreementwithout Good Reason at any time.  Uponsuch a termination, the Company shall have no obligation to pay compensationand provide benefits to Executive other than the payment of all accrued, butunpaid, Base Salary and any other unpaid expenses or expense reimbursementsprior to the effective date of such termination.

#### **(e)  Disability.**  IfExecutive becomes disabled for more than one hundred eighty (180) days in anytwelve (12) month period, the Company shall have the right to terminateExecutive’s employment upon written notice to Executive.  Executive shall be deemed disabled forpurposes of this Agreement either (i) if Executive is deemed disabled forpurposes of any long-term disability insurance policy paid for by the Companyand at the time in effect, or (ii) if in the exercise of the Company’sreasonable judgment, due to accident, mental or physical illness, Executivecannot perform Executive’s duties.  Inthe event that during the Term, the Company shall terminate Executive due todisability, as described above, Executive shall be entitled to receive thebenefits set forth in Section 4(b) (i.e., as if Executive were terminated bythe Company without Cause).

#### **(f)  Death.**  Inthe event of the death of Executive, this Agreement shall automaticallyterminate and any obligation to continue to pay compensation and benefits shallcease as of the date of death, except for the payment of all accrued, butunpaid, Base Salary and any other unpaid expenses or expense reimbursement priorto the date of death.

#### **(g)  Change of Control Termination WithoutCause or Resignation for Good Reason.**

#### **(i)  Benefits.  Subject to Section 4(i) below,**in the event, Executive’s employment underthis Agreement is terminated by the Company involuntarily without Cause at anytime during the period commencing two (2) months before and ending eighteen(18) months after the occurrence of a Change of Control during the Term, orExecutive terminates employment with the Company for Good Reason at any timeduring the period commencing two (2) months before and ending eighteen (18)months after the occurrence of a Change of Control during the Term, the Companyshall, in lieu of providing Executive with any amounts or benefits otherwisepayable under this Agreement:

(A)  pay Executive all compensation and benefitsaccrued, but unpaid, up to the effective date of termination; and

(B)  provided that, and for so long as, Executivecomplies with his/her obligations set forth in Section 7, below, continue topay Executive each month in accordance with the Company’s regular payrollpractices an amount equal to two twelfth Executive’s annual Base Salary ineffect as of the effective date of termination; for a period of twelve monthsafter the effective date of termination; and

(C) pay Executivea pro-rata lump sum amount, prorated for the number of full months during theapplicable fiscal year during which Executive had been employed by the Companyprior to his/her termination, of the bonus that would have been payable toExecutive had she/he remained employed throughout the year.  Such bonus will be based upon the percentageachievement against objectives as determined by the Company’s board ofdirectors at the conclusion of the applicable fiscal year to have been earnedpursuant to the terms of the Company’s management incentive plan; and

#### (D)provided that, and for so long as, Executive complies with his/her obligationsset forth in Section 7, below, pay Executive, each month for a period of twelve(12) months, in accordance with the Company’s payroll practices, two twelfths(2/12) of an amount obtained by multiplying Executive’s target bonus percentagein effect as of the effective date of termination (expressed as a decimal)times Executive’s annual Base Salary in effect as of such date of termination .

#### (E)  Reimburse or otherwise pay Executive’s COBRApayments for medical and dental insurance under the Company’s applicable plansfor the lesser of (x) twelve months from the effective date of

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#### terminationor (y) the date upon which Executive becomes eligible for medical coverage froma new employer.  Executive shall notifythe Company no later than 15 days after becoming eligible for such coverage.

#### Anythingcontained in this Section 4(g)(i) to the contrary notwithstanding, Executiveshall not be entitled to any of the benefits set forth in this Section 4(g)(i)if Executive resigns and terminates such employment voluntarily (other than forGood Reason) or is terminated by the Company (including without limitation anyAcquiring Company) for Cause.

#### Forpurposes of Sections 4(g)(i) and (ii) hereof, the term the “Company” shallinclude any Acquiring Company (as defined below) and all obligations of theCompany under such Section shall be assumed by any Acquiring Company.

**(ii) Stock Options.** Subject to Section 4(i) below, in the event Executive’s employment underthis Agreement is terminated by the Company involuntarily without Cause at anytime during the period commencing two (2) months before and ending eighteen(18) months after the occurrence of a Change of Control during the Term or  Executive terminates his employment with theCompany for Good Reason at any time during the period commencing two (2) monthsbefore and ending eighteen (18) months after the occurrence of a Change of Controlduring the Term:

####  (A) notwithstanding anything to the contrarycontained in any stock option or other equity award plan of the Company (“EquityIncentive Plan”), any and all stock options (“Stock Options”), stockappreciation rights (“SARs”), restricted stock units or restricted stock(collectively “Equity Rights”) which were granted by the Company to Executiveprior to the Term or will be granted to Executive during the Term shallimmediately accelerate and become vested and exercisable upon the date oftermination of Executive’s employment. The expiration date of the exercise period for such Stock Options andSARs shall be as set forth in the applicable Stock Option Plan and agreement;provided that any Stock Option or SAR granted after execution of this Agreementmay be exercised during the earlier of (1) one (1) year following the date oftermination or (2) the expiration of the term of the Stock Option or SAR, andthe Company shall take all actions necessary or advisable to give effect tothis Section 4(g)(ii)(A); and

#### (B)all Equity Rights  held by Executivewhich were granted to Executive prior to the execution of this Agreement,including those which have been accelerated as set forth in section4(g)(ii)(A), above, shall be exercisable pursuant to the terms of theagreement(s) under which they were granted, provided that any Stock Optiongranted to Executive prior to the Term which on any date during the Term has **both** i) a shorter exercise period than set forthin Section 4(g)(ii)(A), above, in the event of a Change of Control terminationor resignation for Good Reason as set forth herein, **and** ii) an exerciseprice higher than the closing price of Accelrys common stock, as listed in theNASDAQ National Market at any time after execution of this Agreement, shall beautomatically deemed to be modified on such date so that the Stock Option maybe exercised during the later of (1) December 31st of the year in which such option would haveotherwise expired pursuant to the exercise terms of the applicable agreement,or (2) two and one half months following the date in which such option wouldhave otherwise expired pursuant to the exercise terms of the applicableagreement, but in no event later than the date of the expiration of the term ofthe Stock Option, and the Company shall take all actions necessary or advisableto give effect to this Section 4(g)(ii)(B).

#### Anythingcontained in this Section 4(g)(ii) to the contrary notwithstanding, Executiveshall not be entitled to any of the benefits set forth in this Section 4(g)(ii)if Executive resigns and terminates such employment voluntarily (other than forGood Reason) or is terminated by the Company (including without limitation anyAcquiring Company) for Cause.

**(iii) Definition of “Change of Control.”**  For purposes of this Agreement, a “Change ofControl” of the Company shall mean the occurrence of any of the followingevents or circumstances:

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(A) any “person” (within the meaning of Section 13(d)or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),including a “group” within the meaning of such Section 13(d) but excluding theCompany and any of its subsidiaries and any employee benefit plan sponsored ormaintained by the Company or any subsidiary thereof (a “Person”), shall becomethe “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),directly or indirectly, of securities of the Company representing fifty percent(50%) or more of the combined voting power of the Company’s then outstandingsecurities entitled to vote generally in the election of directors (“CompanyVoting Securities”); or

(B) the consummation of a merger or consolidation ofthe Company, or the acceptance by the stockholders of the Company of shares ina share exchange, where the Persons who were the beneficial owners of CompanyVoting Securities, outstanding immediately prior to such merger, consolidationor share exchange, do not beneficially own, directly or indirectly, immediatelyafter such merger, consolidation or share exchange, securities representingmore than fifty percent (50%) of the combined voting power of the thenoutstanding Company Voting Securities or voting securities of the AcquiringCompany in such merger, consolidation or share exchange, in substantially thesame proportions as their ownership of the Company Voting Securitiesimmediately prior to such merger, consolidation or share exchange; or

(C) a sale, exchange or other disposition or transfer(in one transaction or a series of related transactions) of all orsubstantially all of the assets of the Company; provided, that a Change ofControl shall not be deemed to have occurred where (x) the Company sells,exchanges or otherwise disposes or transfers all or substantially all of itsassets to another corporation which is beneficially owned, directly orindirectly, immediately following such transaction by the holders of CompanyVoting Securities in substantially the same proportions as their ownership ofthe Company Voting Securities immediately prior to such transaction and (y) suchcorporation expressly assumes this Agreement; or

(D) such time as the Continuing Directors (as definedbelow) do not constitute at least a majority of the Board of Directors of theCompany (or, if applicable, of a successor to the Company), where the term “ContinuingDirector” means at any date a member of the Board who was (x) a member of theBoard on the date of this Agreement or (y) nominated or elected subsequent tosuch date by at least a majority of the directors who were Continuing Directorsat the time of such nomination or election or whose election to the Board wasrecommended or endorsed by at least a majority of the directors who wereContinuing Directors at the time of such nomination or election (it beingunderstood that no individual whose initial assumption of office occurred as aresult of an actual or threatened election contest with respect to the electionor removal of directors or other actual or threatened solicitation of proxiesor consents by or on behalf of a Person other than the Board shall be aContinuing Director).

**(iv) Definition of “Acquiring Company.” **For purposes of Section 4of this Agreement, an “Acquiring Company” shall mean the resulting or survivingcorporation, or the company issuing cash or securities (or its ultimate parentcompany), in a merger, consolidation or share exchange involving the Company,or the successor corporation to the Company (whether in any such transaction orotherwise).

**(h)  Section 409A**.  Any cash severance to be paid pursuant toSections 4(b), (c), or (g), or any portion thereof, as well as any payments dueunder section 4(i) hereof, will not be paid during the six-month periodfollowing Executive’s termination of employment, unless the Company reasonablydetermines that paying such amounts immediately following Executive’stermination of employment would not result in the imposition of any tax underSection 409A of the Code (“Section 409A”), in which case such amounts shall bepaid in accordance with normal payroll practices.  If any amount of cash severance is not paidto Executive as a result of the previous sentence, on the first day followingsuch six-month period, the Company will pay Executive a lump-sum amount equalto the cumulative amounts that would have otherwise been paid to Executiveduring such six-month time period pursuant to Sections 4(b), (c), (g) or (i).),but were not paid.  Thereafter, Executivewill receive his/her remaining cash severance payments pursuant to Sections4(b) and (c) or (g) in accordance with the Company’s normal payroll practices.

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## **(i)  Golden Parachute Tax Provisions. **In the event it is determined that any payments by the Company to orfor the benefit of Executive under this Agreement or otherwise pursuant towhich Executive is entitled to receive payments or benefits (such payments andbenefits collectively, the “Payments”) shall be subject to an excise tax byreason of the operation of Section 4999 of the Internal Revenue Code of 1986,as amended (the “Code”), relating to parachute payments, or any interest orpenalties are incurred by Executive with respect to such excise tax (suchexcise tax together with any such interest and penalties collectively, the “Excise****Tax”), then Executive shall receive (i) apayment from the Company sufficient to pay the Excise Tax, and (ii) anadditional payment from the Company sufficient to pay such Excise Tax andfederal and state income taxes arising from the payments made by the Company toExecutive pursuant to this sentence (such additional payments collectively, the“Reimbursement Payments”).  For purposesof determining the amount of the Reimbursement Payments, Executive shall bedeemed to (i) pay federal income taxes at the highest marginal rates offederal income taxation for the calendar year in which the ReimbursementPayments are to be made and (ii) pay applicable state and local incometaxes at the highest marginal rate of taxation for the calendar year in whichthe Reimbursement Payments are to be made, net of the maximum reduction infederal income taxes which could be obtained from deduction of such state andlocal taxes.

#### Notwithstanding theforegoing, if it shall be determined that Executive is entitled toReimbursement Payments under the preceding paragraph, but that the Paymentswould not be subject to the Excise Tax if the Payments were reduced by anamount that is less than 10% of the portion of the Payments that would betreated as parachute payments under Section 280G of the Code, then theamounts payable to Executive under this Agreement shall be reduced (but notbelow zero) to the maximum amount that could be paid to Executive withoutgiving rise to the Excise Tax (the “Safe Harbor Cap”), and no ReimbursementPayments shall be made to Executive.  Thereduction of the amounts payable hereunder, if applicable, shall be made byreducing first the payments under Section 4(g)(i)(D), unless analternative method of reduction is elected by Executive.  For purposes of reducing the Payments to theSafe Harbor Cap, only amounts payable under this Agreement (and no otherPayments) shall be reduced.  If thereduction of the amounts payable hereunder would not result in a reduction ofthe Payments to the Safe Harbor Cap, no amounts payable under this Agreementshall be reduced pursuant to this provision.

#### Unless the Company andExecutive otherwise agree in writing, the determination of Executive’s ExciseTax liability and the amount required to be paid under this paragraph shall bemade in writing by the Company’s accountants or attorneys (the “Advisors”).  In the event that the Excise Tax incurred byExecutive is determined by the Internal Revenue Service to be greater or lesserthan the amount so determined by the Advisors, the Company and Executive agreeto promptly make such payment, including interest and any tax penalties, to theother party as the Advisors reasonably determine is appropriate to ensure thatthe net economic effect to Executive under this paragraph, on an after-taxbasis, is as if the Excise Tax did not apply to Executive.  For purposes of making the calculationsrequired by this paragraph, the Advisors may make reasonable assumptions andapproximations concerning applicable taxes and may rely on interpretations ofthe Code for which there is a “substantial authority” tax reportingposition.  The Company and Executiveshall furnish to the Advisors such information and documents as the Advisorsmay reasonably request in order to make a determination under thisSection.  The Company shall bear allcosts the Advisors may reasonably incur in connection with any calculationscontemplated by this paragraph.

### **(j)  Liquidated Damages/Release. **Executive acknowledges that, upon executing a release as set forthbelow, any payments and benefits resulting from a termination of Executive’semployment under Section 4(b), (c) or (g) of this Agreement which are notrequired by law are in satisfaction of any and all claims that Executive mayhave against the Company or any Acquiring Company (other than benefits underthe Company’s benefit plans that by their terms survive termination ofemployment, benefits under the Consolidated Omnibus Budget Reconciliation Actof 1985, as amended, and rights to indemnification under certainindemnification arrangements for officers of the Company), and representliquidated damages (and not a penalty). The Company will require that Executive execute and not revoke aseparation agreement and a release of all claims in favor of the Company in aform reasonably satisfactory to the Company prior to, and as a condition to,receipt of such payments and benefits.

### **5.  TAXES.** Except as set forth in Section 4(i) above, Executive will be responsiblefor the payment of any tax liability incurred as a result of thisAgreement.  The Company may withhold taxon any payments or benefits provided to Executive as required by law orregulation. The Executive is solely responsible and liable for the satisfactionof all taxes and penalties that may arise under Section 409A of the Code, andthe Company shall not have any obligation to indemnify or otherwise holdExecutive harmless from any or all of such taxes.  The Company shall have the sole discretion tointerpret the requirements of the Code, including Section 409A, for purposes ofthis provision, but shall only act in accordance with written advice from its Advisors

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### Nevertheless, if the Companyor Executive determine that delaying severance payments will avoid subjectingExecutive to Section 409(A) taxes and penalties, the Company shall modify thepayment terms of this Agreement to the limited extent, and for the minimumdeferral period, that the Company reasonably determines is necessary to avoidsubjecting Executive to Section 409A penalties. ..

### **6.**  **CONFIDENTIAL INFORMATION****.** Except as reasonably necessary to perform Executive’s duties hereunder,Executive agrees not to reveal to any other person or entity or use forExecutive’s own benefit any confidential information of or about the Company orits operations, both during and after Executive’s employment under thisAgreement, including without limitation marketing plans, financial information,key personnel, Executives’ capabilities, salaries and benefits, customer lists,pricing and cost structures, operation methods and any other information notavailable to the public, without the Company’s prior written consent.  These obligations are in addition to anysimilar obligations set forth in the Company’s Invention and Non-DisclosureAgreement.

### **7.**  **NON-COMPETITION;NON-SOLICITATION; NON-DISPARAGEMENT****.**

### **(a)  Restrictions.**  Forso long as Executive is receiving benefits pursuant to section 4, above,Executive shall not, directly or indirectly:

#### (i)be employed by, engaged in or participate in the ownership, management,operation or control of, or act in any advisory or other capacity (including asan individual, principal, agent Executive, consultant or otherwise) for, anyCompeting Entity which conducts its business within the Territory (as the termsCompeting Entity and Territory are hereinafter defined); provided, however,that notwithstanding any of the foregoing, Executive may make solely passiveinvestments in any Competing Entity the common stock of which is “publicly held”and of which Executive shall not own or control, directly or indirectly, in theaggregate securities which constitute 5% or more of the voting power of suchCompeting Entity;

#### (ii)solicit or divert any business or any customer or known prospective customerfrom the Company or assist any person or entity in doing so or attempting to doso;

#### (iii)cause or seek to cause any person or entity to refrain from dealing or doingbusiness with the Company or assist any person or entity in doing so; or

#### (iv)solicit for employment, or advise or recommend to any other person or entitythat he, she or it employ or solicit for employment or retention as an Executiveor consultant, any person who is an Executive of, or exclusive consultant to,the Company (provided that this prohibition shall not apply in the event of aChange of Control Termination or Resignation, as set forth in Section 4(g),above).

(v) make any derogatory or disparaging statementregarding the Company, its affiliates, directors, or its employees.

In theevent Executive violates any of the foregoing restrictions, all payments orbenefits being provided pursuant to Sections 4(b) and (c) shall immediatelycease.

**(b)  Definitions.**  For purposes of this Section 7:

(i) “Competing Entity”means any entity which is presently or hereafter engaged in any business of thetype or character engaged in by the Company or any of its subsidiariesincluding, without limitation, (A) the business of developing, marketing orselling software programs which use molecular simulation or analysis to predictchemical or biological activities; (B) the business of developing, marketing orselling software programs that store, manage or analyze chemical or biologicalinformation or (C) any business which is otherwise competitive with a businessconducted by the Company or any of its subsidiaries; and

(ii) “Territory” meansNorth America, Europe and Japan.

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Notwithstanding anything in the above to the contrary,Executive may engage in the activities set forth in Section 10(a) hereof withthe prior written consent of the Company, which consent shall not beunreasonably withheld.  Further, indetermining whether a specific activity by Executive for a Competing Entityshall be permitted, the Company will consider, among other things, the natureand scope of (A) the duties to be performed by Executive and (B) thebusiness activities of the Competing Entity at the time of Executive’s proposedengagement by such entity.

**(c)  Acknowledgement.**  Executive acknowledges and agrees that thecovenants set forth in this Section are reasonable and necessary in allrespects for the protection of the Company’s legitimate business interests (includingwithout limitation the Company’s confidential, proprietary information andtrade secrets and client good-will, which represents a significant portion ofthe Company’s net worth and in which the Company has a property interest).  Executive acknowledges and agrees that, inthe event that Executive breaches any of the covenants set forth in thisSection (other than that provided for in Section 10(a)(i)), the Companyshall be irreparably harmed and shall not have an adequate remedy at law; and, therefore,in the event of such a breach, the Company shall be entitled to injunctiverelief, in addition to (and not exclusive of) any other remedies (includingmonetary damages) to which the Company may be entitled under law.  If any covenant set forth in this Section 7is deemed invalid or unenforceable for any reason, it is the parties’ intentionthat such covenants be equitably reformed or modified to the extent necessary(and only to such extent to) render it valid and enforceable in allrespects.  In the event that the timeperiod and geographic scope referenced above is deemed unreasonable, overbroad,or otherwise invalid, it is the parties’ intention that the enforcing courtshall reduce or modify the time period and/or geographic scope to the extentnecessary (and only to such extent necessary) to render such covenantsreasonable, valid and enforceable in all respects.

**8. ARBITRATION.**

**(a)  General**.In consideration of Executive’s service to the Company, its promise toarbitrate all employment related disputes and Executive’s receipt of thecompensation, pay raises and other benefits paid to Executive by the Company,at present and in the future, Executive agrees that any and all controversies,claims, or disputes with anyone (including the Company and any employee,officer, director, shareholder or benefit plan of the Company in their capacityas such or otherwise) arising out of, relating to, or resulting from Executive’sservice to the Company under this Agreement or otherwise or the termination ofExecutive’s service with the Company, including any breach of this Agreement,will be subject to binding arbitration under the Arbitration Rules set forth inCalifornia Code of Civil Procedure Section 1280 through 1294.2, includingSection 1283.05 (the “Rules”) and pursuant to California law. Disputes whichExecutive agrees to arbitrate, and thereby agrees to waive any right to a trialby jury, include any statutory claims under state or federal law, including,but not limited to, claims under Title VII of the Civil Rights Act of 1964, theAmericans with Disabilities Act of 1990, the Age Discrimination in EmploymentAct of 1967, the Older Workers Benefit Protection Act, the California FairEmployment and Housing Act, the California Labor Code, claims of harassment,discrimination or wrongful termination and any statutory claims. Executivefurther understands that this Agreement to arbitrate also applies to anydisputes that the Company may have with Executive.

**(b)  Procedure**.Executive agrees that any arbitration will be administered by the AmericanArbitration Association (“AAA”) and that a neutral arbitrator will be selectedin a manner consistent with its National Rules for the Resolution of EmploymentDisputes. The arbitration proceedings will allow for discovery according to therules set forth in the *National Rules forthe Resolution of Employment Disputes or California Code of Civil Procedure*.Executive agrees that the arbitrator will have the power to decide any motionsbrought by any party to the arbitration, including motions for summary judgmentand/or adjudication and motions to dismiss and demurrers, prior to anyarbitration hearing. Executive agrees that the arbitrator will issue a writtendecision on the merits. Executive also agrees that the arbitrator will have thepower to award any remedies, including attorneys’ fees and costs, availableunder applicable law. Executive understands the Company will pay for anyadministrative or hearing fees charged by the arbitrator or AAA except thatExecutive will pay the first $125.00 of any filing fees associated with anyarbitration Executive initiates. Executive agrees that the arbitrator willadminister and conduct any arbitration in a manner consistent with the Rulesand that to the extent that the AAA’s National Rules for the Resolution ofEmployment Disputes conflict with the Rules, the Rules will take precedence.

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**(c)  Remedy**.Except as provided by the Rules, arbitration will be the sole, exclusive andfinal remedy for any dispute between Executive and the Company. Accordingly,except as provided for by the Rules, neither Executive nor the Company will bepermitted to pursue court action regarding claims that are subject toarbitration. Notwithstanding, the arbitrator will not have the authority todisregard or refuse to enforce any lawful Company policy, and the arbitratorwill not order or require the Company to adopt a policy not otherwise requiredby law which the Company has not adopted.

**(d)  Availability ofInjunctive Relief**. In addition to the right under theRules to petition the court for provisional relief, Executive agrees that anyparty may also petition the court for injunctive relief where either partyalleges or claims a violation of this Agreement or the ConfidentialityAgreement or any other agreement regarding trade secrets, confidentialinformation, nonsolicitation or Labor Code §2870. In the event either partyseeks injunctive relief, the prevailing party will be entitled to recoverreasonable costs and attorneys’ fees.

**(e)  AdministrativeRelief**. Executive understands that this Agreement doesnot prohibit Executive from pursuing an administrative claim with a local,state or federal administrative body such as the Department of Fair Employmentand Housing, the Equal Employment Opportunity Commission or the workers’compensation board. This Agreement does, however, preclude Executive frompursuing court action regarding any such claim.

**(f)  VoluntaryNature of Agreement**. Executive acknowledges and agreesthat Executive is executing this Agreement voluntarily and without any duressor undue influence by the Company or anyone else. Executive furtheracknowledges and agrees that Executive has carefully read this Agreement andthat Executive has asked any questions needed for Executive to understand theterms, consequences and binding effect of this Agreement and fully understandit, including that Executive is waiving Executive’s right to a jury trial.Finally, Executive agrees that Executive has been provided an opportunity toseek the advice of an attorney of Executive’s choice before signing thisAgreement.

**9.  WAIVER.**  The waiver by the Company of any breach ofany provision of this Agreement shall not operate or be construed as a waiverof any subsequent breach by Executive of any provision of this Agreement.

**10.**  **SEVERABILITY.**  The parties have carefully reviewed theprovisions of this Agreement and agree that they are fair and equitable.  However, in light of the possibility ofdiffering interpretations of law and changes of circumstances, the partiesagree that in the event that any section, paragraph or term of this Agreementshall be determined to be invalid or unenforceable by any competent authorityor tribunal for any reason, the remainder of this Agreement shall be unaffectedthereby and shall remain in full force and effect.  Moreover, if any of the provisions of thisAgreement is determined by a court of competent jurisdiction to be excessivelybroad as to duration, activity, geographic application or subject, it shall beconstrued by limiting or reducing it to the extent legally permitted so as tobe enforceable to the extent compatible with then applicable law.

### **11.**  **SUCCESSORS AND ASSIGNS.**  ThisAgreement shall bind and inure to the benefit of the successors and assigns ofthe Company and the heirs, executors or personal representatives ofExecutive.  This Agreement may not beassigned by Executive.  This Agreementmay be assigned to any successor in interest to the Company (including by wayof merger, consolidation or reorganization, or by way of any assignment of allor substantially all of the Company’s assets, business or properties), andExecutive hereby consents to such assignment.

### **12.**  **ENTIRE AGREEMENT; AMENDMENTS****.**  ThisAgreement, including the recitals (which are a part hereof), together with theapplicable bylaws and policies of the Company, constitutes the entire Agreementbetween the parties hereto and there are no other understandings, agreements orrepresentations, expressed or implied  ThisAgreement supersedes any and all prior or contemporaneous agreements, oral orwritten, concerning Executive’s employment and compensation, except for anyinvention assignment and confidentiality terms of any agreement signed byExecutive, provided that the provisions of this Agreement relating toacceleration and time to exercise vested Stock Options in the event of a Changeof Control are in addition to, not in lieu of, any such similar provisions setforth in any Equity Incentive Plan or other document, and further provided thatany terms set forth in any employment offer letter executed by Executive andthe Company relating to the Company’s payment of relocation expenses, andExecutive’s obligations to repay such expenses, shall survive execution of thisAgreement, solely as and to the extent set forth in such offer letter, andsolely in accordance with its terms. This

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### Agreement may be amended only in writing signed by Executive and theChief Executive Officer or Vice President, Human Resources of the Company.

**13. TERMINATION; SURVIVAL. **The Company may terminatethisAgreement upon written notice delivered to Executive.  Such notice may be delivered to Executive atany time commencing twelve months after the Effective Date, which terminationshall be effective twenty-four months after delivery of such notice toExecutive.  Sections 5 (five) through 14(fourteen), inclusive shall survive the termination of this Agreement.  The obligations of Section 4 (four) shallsurvive only with regards to termination of employment occurring prior to theeffective date of termination of this Agreement or with regards to a Change ofControl occurring prior to the effective date of termination of thisAgreement.  In all other respects theparties’ obligations set forth in Section 4 (four), above, shall terminate upontermination of this Agreement.

### **14.****GOVERNINGLAW****.**  ThisAgreement shall be governed by and construed in accordance with the laws (otherthan conflicts of laws principles) of the State of California applicable tocontracts executed in and to be performed entirely within such State byresidents of such state.

Dated as of                         .
|        |   | ACCELRYS, INC. |
|--------|--------|----------------|
|   |   |           |   |
|   |   | By:            |   |   |
|   |   |           | Mark Emkjer |
|   |   |           | President and Chief Executive Officer |
|   |   |           |   |
|   |   |           |   |
|   |   | EXECUTIVE      |
|   |   |           |
|   |   | By:            |   |   |
|   |   |           | Name: |
|        |        |                |  |  |  |

 

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