**Exhibit 10.26**

 

# **FY06 Management Incentive Plan Form**

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TheManagement Incentive Plan (the “Plan”) applies to Employees of Accelrys forachievement of Objectives as defined in this plan.  The plan is designed to support both thegrowth and profitability of the organization.

 

**Term**

 

Thisplan is effective for the one-year period ending March 31, 2006.

 

**Eligibility**

 

Tobe eligible for participation in the Plan, Participants must be regularemployees of one of the following group companies (“Group Company”) through theyear end in which the incentive is earned: Accelrys Inc., Accelrys Ltd, AccelrysSARL, Accelrys India PVT, Accelrys KK, or SciTegic Inc.

 

Participants include the following levels of employees; CEO, VicePresident, Director and Members of the Product Marketing and Marketing ProgramsManagement organization.

 

Eligibleparticipants must not already be participating in an alternative commission orincentive plan and must be employed with one of Accelrys’ Group Companies priorto the commencement of Q4 of the fiscal year in order to receive a paymentunder the plan for FY06.

 

**PlanStructure**

 

EachPlan Participant is eligible to earn a target incentive equal to a percentageof base salary.

 

Earningsagainst the target incentive are based upon the successful achievement of theFY06 Operating Target, Revenue Goal, and Individual Goals as may be appropriatein accordance with the following:

 

**Vice President-level Participants**: 100% of plan achievement is tied to the twofinancial metrics of the plan (Revenue Goal and Operating Target).

 

**Director-level  and AllAdditional Plan P****articipants**: 50% of plan achievement is tied tothe two main financial metrics of the plan (Revenue Goal and Operating Target) and 50% tied to the participant’sachievement against his/her individual MBOs,as determined by the Plan Participant’s supervisor at his/her sole discretion.

 

Funding for the component of plan achievement tied to the two financialmetrics (Revenue Goal and Operating Target) and funding for the component ofplan achievement tied to individual MBOs will be gated by a minimum level offinancial performance as approved by the Board of Directors.

 

Theplan provides eligible participants with the opportunity to earn from 0% to200% of target incentive against the component tied to the two financialmetrics, and from 0 to 100% of target incentive against the component tied toachievement against individual MBOs.

 

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**PaymentSchedule**

 

Incentives shall be earned for the applicable fiscal year and shall bepaid in the quarter that follows the year in which the incentives are earned.

 

Payments under this plan are contingent upon signature on theAcknowledgement (provided at the end of this plan) signifying acceptance of theplan terms.  To be eligible for an awardpursuant to this plan, a Plan Participant must remain employed continuously ingood standing with the Company during fiscal year 2006, provided that a PlanParticipant who commences employment after the Plan becomes effective shall beeligible for a pro-rata award, if such employee has been continuously employedin good standing after commencing employment with a Group Company.

 

**GeneralProvisions**

 

A Plan Participant shall not assign nor give any part of an incentiveto any agent, customer or representative of the customer, or any other person,as an inducement in obtaining an order. Unless expressly approved in advance by the CEO of the Company, a PlanParticipant shall not accept any compensation from third parties related tosales of third party products or services made by the Company.

 

This Plan does not constitute a contract of employment for a definiteterm with any employee and confers no employment rights.  Except to the extent provided by applicablelaw or individual written employment agreements, either the Company or the PlanParticipant may terminate employment at any time, and for any reasonwhatsoever, with or without cause, and with or without advance notice.  In the event that any Plan Participantcompensated in accordance with this plan owes any sum of money to the Company,including without limitation draw payments, charge backs, and travel advances,the Company shall have the right at any time to offset such obligations againstthe employee’s base salary, commissions, or bonuses.

 

The Company reserves the right without advance notice to:

 

1. Accept, reject, or cancel any order;

 

2. Make anyadjustments or revisions to incentive rates, quotas, salaries, or any othermatters pertaining to this Plan;

 

3. Resolve, inits sole and absolute discretion, any matters of interpretation under the Planand matters not covered by the provisions of the Plan; and

 

4. Modify orterminate this Plan at any time.

 

The contents of this Plan are Company Proprietary and Confidential, andare not to be disclosed by any Plan Participant to any person who is not anemployee of the Company.  Any legalaction brought concerning this Plan shall be brought only in the state orfederal courts located in San Diego, California in the case of all UnitedStates employees, or in the country in which the Plan Participant is employedif the Plan Participant is employed outside the United States. Both partiessubmit to venue and jurisdiction in these courts.  This Plan contains the entire agreement ofthe parties with respect to the matters addressed herein, and supersedes allother representations, statements and understandings concerning this subjectmatter.

 

**Acknowledgement**

 

Ihereby acknowledge that I have received, read, and accepted the FY06 ManagementIncentive Plan and agree to be bound by its terms.

 
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