Exhibit
10.32





FY08 Management Incentive
Plan


The FY08 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 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 for
participation in the Plan, a Plan Participant must be regular employee of the
company:


Plan participants who are
partial year employees must be employed by the Company prior to the
commencement of Q4 of the fiscal year in order to receive a pro rated payment
under the plan for FY08.


Term


This plan is effective
for the period ending March 31, 2008.


Plan Structure


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


Funding of the Plan, all
or in part, is gated upon the achievement of breakeven non-GAAP operating
income.  Thereafter, earnings under the
Plan result from successful performance against a combination of two Financial
Metrics (Orders Bookings and non-GAAP operating income Targets) and against
Individual Performance Objectives.


The Financial Metrics
Component of the plan is weighted as follows:


·                  Orders Bookings Target = 50% of
eligible amount


·                  Non-GAAP
operating income Target = 50% of eligible amount


Specific participation in
the plan is 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 Bookings 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.


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 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


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 target
bonus is earned. The remaining 50% of target bonus is subject to individual
performance 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 to
the orders of the participant’s product area or region.


The plan provides
eligible participants with the opportunity to earn from 0% to 200% of target
incentive.


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 2008. 
In addition, a Plan Participant who becomes eligible for participation
following the effective date of the Plan and remains employed continuously in
good standing with the Company during fiscal year 2008 will receive payment
against achievement under the plan on a pro-rata basis.


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.


Acknowledgement


I hereby
acknowledge that I have received, read, and accepted the FY08 Management Incentive
Plan and agree to be bound by its terms.


	
  Signature:

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DATE

  
	
   

  
	
  Print Name: