Exhibit 10.26


 





FY06 Management Incentive Plan Form


 


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, 2006.


 


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 of the fiscal year in order to receive a payment
under the plan for FY06.


 


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
FY06 Operating Target, Revenue Goal, and Individual Goals as may be appropriate
in accordance with the following:


 


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


 


Director-level  and All
Additional Plan Participants: 50% of plan achievement is tied to
the two main financial metrics of the plan (Revenue Goal and Operating Target) 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.


 


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


 


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


 


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Payment
Schedule


 


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 2006, 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;


 


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; and


 


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.


 


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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