Exhibit 10.5
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the
day of
(the "Effective Date"), by and between
Accelrys, Inc., a Delaware corporation (hereinafter, the "Company"), and
, an individual (hereinafter, "Executive").
RECITALS
WHEREAS, Executive has been employed by Company as
.
The Company and Executive desire to continue the
employment relationship on the terms set forth herein.
NOW, THEREFORE, in consideration of their mutual promises and intending to be
legally bound, the parties agree as follows:
1.
EMPLOYMENT.
(A)
TITLE AND LOCATION.
THE COMPANY SHALL CONTINUE TO EMPLOY EXECUTIVE AS ITS
UPON THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT, AND EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT.
EXECUTIVE WILL BE
BASED IN SAN DIEGO, CALIFORNIA.
(B)
DUTIES AND RESPONSIBILITIES.
EXECUTIVE'S DUTIES, POWERS AND
RESPONSIBILITIES IN SUCH CAPACITY SHALL BE THOSE WHICH ARE CUSTOMARY FOR SUCH
POSITION, AS MAY BE DETERMINED FROM TIME TO TIME AND ASSIGNED BY EXECUTIVE'S
SUPERVISOR.
EXECUTIVE AGREES TO PERFORM AND DISCHARGE SUCH DUTIES WELL AND
FAITHFULLY AND TO BE SUBJECT TO THE SUPERVISION AND DIRECTION OF EXECUTIVE'S
SUPERVISOR.
(C)
NO CONFLICTS.
EXECUTIVE'S POSITION UNDER THIS AGREEMENT IS A FULL-TIME
POSITION.
EXECUTIVE AGREES TO DEVOTE EXECUTIVE'S FULL BUSINESS TIME, EFFORT,
ATTENTION AND ENERGIES TO THIS POSITION.
EXECUTIVE WILL NOT RENDER ANY
PROFESSIONAL SERVICES OR ENGAGE IN ANY ACTIVITY THAT MIGHT BE COMPETITIVE WITH,
ADVERSE TO THE BEST INTEREST OF, OR CREATE THE APPEARANCE OF A CONFLICT OF
INTEREST WITH, THE COMPANY.
EXECUTIVE AGREES TO ABIDE BY THE POLICIES, RULES
AND REGULATIONS OF THE COMPANY AS THEY MAY BE AMENDED FROM TIME TO TIME.
(D)
NO OTHER AGREEMENT.
EXECUTIVE REPRESENTS AND WARRANTS THE EXECUTIVE IS NOT
BOUND BY ANY EMPLOYMENT, CONSULTING, NONCOMPETITION, CONFIDENTIALITY, FINDERS,
MARKETING OR OTHER AGREEMENT OR ARRANGEMENT THAT WOULD, OR MIGHT REASONABLY BE
EXPECTED TO, PROHIBIT OR RESTRICT EXECUTIVE IN ANY MANNER FROM PERFORMING
EXECUTIVE'S DUTIES AND OBLIGATIONS HEREUNDER.
2.
TERM.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND
SHALL CONTINUE THEREAFTER UNTIL THE EFFECTIVE DATE OF TERMINATION SET FORTH IN
SECTION 13, BELOW ("TERM").
3.
COMPENSATION.
AS COMPENSATION FOR EXECUTIVE'S SERVICES UNDER THIS
AGREEMENT:
(A)
BASE SALARY.
THE COMPANY WILL PAY EXECUTIVE AN INITIAL BASE SALARY OF
$
PER YEAR ("BASE SALARY"), TO BE PAID SEMI-MONTHLY IN EQUAL
INSTALLMENTS, LESS NORMALLY APPLICABLE PAYROLL DEDUCTIONS.
EXECUTIVE'S BASE
SALARY WILL BE SUBJECT TO ANNUAL REVIEW AND ADJUSTMENT BY THE BOARD OR A DULY
APPOINTED COMMITTEE THEREOF, IN EITHER CASE IN ITS SOLE DISCRETION.
(B)
INCENTIVE BONUS.
EXECUTIVE SHALL BE ELIGIBLE TO PARTICIPATE IN THE
COMPANY'S MANAGEMENT INCENTIVE PLAN, AS MAY BE IMPLEMENTED AND MODIFIED BY THE
COMPANY AT ITS SOLE DISCRETION.
THE COMPANY AND EXECUTIVE AGREE THAT
EXECUTIVE'S INITIAL BONUS TARGET PERCENTAGE WILL BE
% OF
EXECUTIVE'S INITIAL BASE SALARY.
SUCH AMOUNTS, PAYABLE TO EXECUTIVE UNDER THIS
PLAN OR ANY OTHER BONUS PROGRAM, SHALL BE REFERRED TO HEREIN AS THE "INCENTIVE
BONUS."
THE INCENTIVE BONUS FOR ANY YEAR WILL BE PAID AFTER THE CONCLUSION OF
THE APPLICABLE FISCAL YEAR, BASED UPON THE BOARD OF