**Exhibit 10.35**

 

 

# **FY07 Management Incentive Plan**

#  

The Management Incentive Plan (the “Plan”) applies toEmployees of Accelrys for achievement of Objectives as defined in this plan. Theplan is designed to support both the growth and profitability of the organization.

 

**Term**

 

This plan is effective for the one-year period ending March 31, 2007.

 

**Eligibility**

 

To be eligible for participation in the Plan, Participants must beregular employees of one of the following group companies (“Group Company”) throughthe year 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.

 

Eligible participants must not already be participating in analternative commission or incentive plan and must be employed with one of Accelrys’Group Companies prior to the commencement of Q4 and through the end of therelevant fiscal year in order to receive a payment under the plan for FY07.

 

**PlanStructure**

 

Each Plan Participant is eligible to earn a target incentive equal to apercentage of base salary.

 

Earnings against the target incentive are based upon the successfulachievement of the FY07 Orders Bookings Target, Revenue Target, OperatingProfit Margin Target (EBIT), and Individual Goals as may be appropriate inaccordance with the following:

 

**Vice President-level Participants**: 100% of plan achievement is tied to the threefinancial metrics of the plan (Orders Bookings Target, Revenue Target,Operating Profit Margin Target (EBIT)) as outlined in the sample matrix below.

 

**Director-level  and AllAdditional Plan P****articipants**: 50% of plan achievement is tied tothe three main financial metrics of the plan (Orders Bookings Target, Revenue Target, Operating Profit Margin Target(EBIT)) and 50% tied tothe participant’s achievement against his/her individual MBOs, as determined by the Plan Participant’ssupervisor at his/her sole discretion.

 

1

----

 

The plan provides eligible participants with theopportunity to earn from 0% to 200% of target incentive against the componenttied to the three financial metrics, and from 0 to 100% of target incentiveagainst the component tied to achievement against individual MBOs.

 

Incentives shall be earned for the applicablefiscal year and shall be paid in the quarter that follows the year in which theincentives are earned.

 

Payments under this plan are contingent uponsignature on the Acknowledgement (provided at the end of this plan) signifyingacceptance of the plan terms. To be eligible for an award pursuant to thisplan, a Plan Participant must remain employed continuously in good standingwith the Company during fiscal year 2007, provided that a Plan Participant whocommences employment after the Plan becomes effective shall be eligible for apro-rata award, if such employee has been continuously employed in good standingafter commencing employment with a Group Company.

 

**GeneralProvisions**

 

A Plan Participant shall not assign nor giveany part of an incentive to any agent, customer or representative of thecustomer, or any other person, as an inducement in obtaining an order. Unlessexpressly approved in advance by the CEO of the Company, a Plan Participantshall not accept any compensation from third parties related to sales of thirdparty products or services made by the Company.

 

This Plan does not constitute a contract ofemployment for a definite term with any employee and confers no employmentrights. Except to the extent provided by applicable law or individual writtenemployment agreements, either the Company or the Plan Participant may terminateemployment at any time, and for any reason whatsoever, 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 withoutadvance notice to:

 

1.Accept,reject, or cancel any order;

 

2.Make any adjustments or revisionsto incentive rates, quotas, salaries, or any other matters pertaining to thisPlan; and

 

3.Resolve, in its sole and absolutediscretion, any matters of interpretation under the Plan and matters not coveredby the provisions of the Plan.

 

4.Modify or terminate this Plan atany time.

 

The contents of this Plan are CompanyProprietary and Confidential, and are not to be disclosed by any PlanParticipant to any person who is not an employee 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 entireagreement of the parties with respect to the matters addressed herein, andsupersedes all other representations, statements and understandings concerningthis subject matter.

 

2

----

 

**Acknowledgement**

 

I hereby acknowledge that I have received, read, and accepted the FY06Management Incentive Plan and agree to be bound by its terms.

 
| Signature:  |   |   |   |   |
|-------------|--------|--------|--------|--------|
|        |   |   |   |   |
|        |   |   |   |   |
|        |   | DATE   |   |   |
|        |   |   |   |   |
| Print Name: |   |   |   |   |

 

3

----