2011 Management Incentive Plan



 Exhibit 10.1 
 CY11 Management Incentive Plan 
 The CY11 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 the growth and profitability of the organization. 
 Definitions  
  

			
	The Plan:	  	The CY11 Management Incentive Plan.
		
	The Company:	  	Refers to Accelrys Inc. and its affiliates.
		
	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 through the completion of CY11.
		
	Orders:	  	The aggregate value of orders (as defined by the Company in its orders policy) as determined and achieved for the calendar year ending December 31, 2011.
		
	Non-GAAP Operating Income	  	Total non-GAAP operating income achieved by the Company in the calendar year ending December 31, 2011 as disclosed in the Company’s SEC filings.


Eligibility & Applicability 
 To
be eligible for participation in the Plan, a Plan Participant must be employed by the Company prior to and through the completion of the calendar year. 
 Plan participants who are partial year employees must be employed by the Company prior to and through the completion of the calendar year in order to receive a pro-rated payment under the Plan.

 Term 
 This Plan is effective
for the calendar year ending December 31, 2011. 
 Plan Structure 
 Each Plan Participant is eligible to earn a target incentive equal to his/her annual bonus target percentage multiplied by his/her annual base salary. 

Earnings under the Plan result from successful performance against a combination of two Financial Metrics (Orders and Non-GAAP Operating Income Targets)
and against Individual Performance Objectives. 
 The two Financial Metrics of the Plan are equally weighted and specific participation in the
Plan is in accordance with the following: 
 Vice President-level Participants: funding achievement under the Plan is tied
to the two Financial Metrics (non-GAAP Operating Income and Orders Target) upon which 80% of target bonus is earned. The remaining 20% of target bonus is subject to individual performance objectives and may be awarded at the sole discretion of
Accelrys’ CEO. Such participants may achieve up to 200% of target incentive. 50% of the target incentive for the Executive Vice President of Sales, Marketing & Services shall be based upon the Management Incentive Plan (and 50% of the
target incentive shall be based upon achievement of annual worldwide orders target as set forth and subject to the Company’s Sales Compensation Plan). 30% of the target incentive for the Vice President of Worldwide Professional Services shall
be based upon the Management Incentive Plan (and 70% of the target incentive shall be based upon achievement of annual worldwide orders target as set forth and subject to the Company’s Sales Compensation Plan). 







 All Other Plan Participants: 50% of funding achievement under the Plan is tied to the
two Financial Metrics (non-GAAP Operating Income and Orders Target) upon which 50% of target bonus is earned. The remaining 50% of target bonus is subject to individual performance objectives and may be awarded at the sole discretion of
Accelrys’ CEO. Such participants may achieve up to 150% of the target incentive. 
 Payment Schedule 

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

 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. 

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 of the country in which the Plan Participant is employed and 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.