**Exhibit10.32**

# FY08 Management IncentivePlan

The FY08 Management Incentive Plan (the “Plan”) applies to employees ofAccelrys for achievement of Objectives as defined in this plan.  The plan is designed to support the growthand profitability of the organization.

**Definitions**
| The Plan:          | The FY08 Management Incentive Plan.                                                                                                                                                                                                                                                                    |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                   |
| The Company:       | Refers to Accelrys Inc. and its affiliates,  including Accelrys Ltd, Accelrys SARL, Accelrys GmbH, Accelrys KK.                                                                                                                                                                                        |
|               |                                                                                                                                                                                                                                                                                                   |
| Plan Participant:  | A regular employee of the Company in the following  levels, CEO, Vice President, Director and eligible members of the Marketing  Organization; who are not already participating in an alternative commission  or incentive plan and is employed by the Company prior to the commencement of  Q4 FY08. |
|               |                                                                                                                                                                                                                                                                                                   |
| Orders Bookings:   | The aggregate of completed customer purchase orders  approved and accepted by the Company as binding commitments to purchase its  product and/or services within FY08.                                                                                                                                 |
|               |                                                                                                                                                                                                                                                                                                   |
| Non-GAAP Operating |                                                                                                                                                                                                                                                                                                   |
| Income:            | Earnings before Interest and Taxes, excluding  certain GAAP items as detailed by the Company in its filings                                                                                                                                                                                            |

 

**Eligibility & Applicability**

To be eligible forparticipation in the Plan, a Plan Participant must be regular employee of thecompany:

Plan participants who arepartial year employees must be employed by the Company prior to thecommencement of Q4 of the fiscal year in order to receive a pro rated paymentunder the plan for FY08.

**Term**

This plan is effectivefor the period ending March 31, 2008.

**Plan Structure**

Each Plan Participant iseligible to earn a target incentive equal to a percentage of base salary.

Funding of the Plan, allor in part, is gated upon the achievement of breakeven non-GAAP operatingincome.  Thereafter, earnings under thePlan result from successful performance against a combination of two FinancialMetrics (Orders Bookings and non-GAAP operating income Targets) and againstIndividual Performance Objectives.

The Financial MetricsComponent of the plan is weighted as follows:

·                  Orders Bookings Target = 50% ofeligible amount

·                  Non-GAAPoperating income Target = 50% of eligible amount

Specific participation inthe plan is accordance with the following:

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**Vice President-level Participants:**funding achievement under the Plan is tied to the two Financial Metrics(non-GAAP operating income and Orders Bookings Target) upon which 80% of targetbonus is earned. The remaining 20% of target bonus is subject to individualperformance objectives and may be awarded at the sole discretion of Accelrys’CEO.

**Director-level Plan Participants:**50% of funding achievement under the Plan is tied to the two Financial Metrics(non-GAAP operating income and Orders Bookings Target) upon which 50% of targetbonus is earned. The remaining 50% of target bonus is subject to individualperformance objectives and may be awarded at the sole discretion of Accelrys’CEO

**Marketing Organization Plan Participants:**50% of funding achievement under the Plan is tied to the two Financial Metrics(non-GAAP operating income and Orders Bookings Target) upon which 50% of targetbonus is earned. The remaining 50% of target bonus is subject to individualperformance objectives which may be awarded at the sole discretion of Accelrys’CEO and which will include a minimum of 50% of the individual component tied tothe orders of the participant’s product area or region.

The plan provideseligible participants with the opportunity to earn from 0% to 200% of targetincentive.

**Payment Schedule**

Incentives shall beearned for the applicable fiscal year and shall be paid in the quarter thatfollows the year in which the incentives are earned.

Payments under this planare contingent upon signature on the Acknowledgement (provided at the end ofthis plan) signifying acceptance 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 2008. In addition, a Plan Participant who becomes eligible for participationfollowing the effective date of the Plan and remains employed continuously ingood standing with the Company during fiscal year 2008 will receive paymentagainst achievement under the plan on a pro-rata basis.

**General Provisions**

A Plan Participant shallnot assign nor give any part of an incentive to any agent, customer orrepresentative of the customer, or any other person, as an inducement inobtaining an order.  Unless expresslyapproved in advance by the CEO of the Company, a Plan Participant shall notaccept any compensation from third parties related to sales of third partyproducts or services made by the Company.

In the event that anyPlan Participant compensated in accordance with this plan owes any sum of moneyto the Company, including without limitation draw payments, charge backs, andtravel advances, the Company shall have the right at any time to offset suchobligations against the employee’s base salary, commissions, or bonuses.

The Company reserves theright without advance notice to:

1. Accept, reject,or cancel any order;

2. Make any adjustments or revisions to incentiverates, quotas, salaries, or any other matters pertaining to this Plan; and

3. Resolve, in its soleand absolute discretion, any matters of interpretation under the Plan andmatters not covered by the provisions of the Plan.

4. Modify or terminatethis Plan at any time.

The contents of this Planare Company Proprietary and Confidential, and are not to be disclosed by anyPlan Participant to any person who is not an employee of the Company.  Any legal action brought concerning this Planshall be brought only in the state or federal courts of the country in whichthe Plan Participant is employed and both parties submit to venue and 

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jurisdiction in thesecourts.  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.

**Acknowledgement**

I herebyacknowledge that I have received, read, and accepted the FY08 Management IncentivePlan and agree to be bound by its terms.
| Signature:  |
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|        | DATE |
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| Print Name: |
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