Exhibit 10.35


 





 


FY07 Management Incentive Plan


 


The Management Incentive Plan (the “Plan”) applies to
Employees of Accelrys for achievement of Objectives as defined in this plan. The
plan 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 be
regular employees of one of the following group companies (“Group Company”) through
the year end in which the incentive is earned: Accelrys Inc., Accelrys Ltd, Accelrys
SARL, Accelrys India PVT, Accelrys KK, or SciTegic Inc.


 


Participants include the following levels of employees, CEO, Vice
President, Director and Members of the Product Marketing and Marketing Programs
Management organization.


 


Eligible participants must not already be participating in an
alternative 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 the
relevant fiscal year in order to receive a payment under the plan for FY07.


 


Plan
Structure


 


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


 


Earnings against the target incentive are based upon the successful
achievement of the FY07 Orders Bookings Target, Revenue Target, Operating
Profit Margin Target (EBIT), and Individual Goals as may be appropriate in
accordance with the following:


 


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


 


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


 


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


 


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


 


Payments under this plan are contingent upon
signature on the Acknowledgement (provided at the end of this plan) signifying
acceptance of the plan terms. To be eligible for an award pursuant to this
plan, a Plan Participant must remain employed continuously in good standing
with the Company during fiscal year 2007, provided that a Plan Participant who
commences employment after the Plan becomes effective shall be eligible for a
pro-rata award, if such employee has been continuously employed in good standing
after commencing employment with a Group Company.


 


General
Provisions


 


A Plan Participant shall not assign nor give
any part of an incentive to 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 Plan Participant
shall not accept any compensation from third parties related to sales of third
party products or services made by the Company.


 


This Plan does not constitute a contract of
employment for a definite term with any employee and confers no employment
rights. Except to the extent provided by applicable law or individual written
employment agreements, either the Company or the Plan Participant may terminate
employment at any time, and for any reason whatsoever, with or without cause,
and with or without advance notice. In the event that any Plan Participant
compensated 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 against
the 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 any adjustments or revisions
to incentive rates, quotas, salaries, or any other matters pertaining to this
Plan; and


 


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


 


4. Modify or terminate this Plan at
any time.


 


The contents of this Plan are Company
Proprietary and Confidential, and are not to be disclosed by any Plan
Participant to any person who is not an employee of the Company. Any legal
action brought concerning this Plan shall be brought only in the state or
federal courts located in San Diego, California in the case of all United
States employees, or in the country in which the Plan Participant is employed
if the Plan Participant is employed outside the United States. Both parties
submit to venue and jurisdiction in these courts. This Plan contains the entire
agreement of the parties with respect to the matters addressed herein, and
supersedes all other representations, statements and understandings concerning
this subject matter.


 


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Acknowledgement


 


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


 


	
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