Exhibit 10.34
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the
21st day of May, 2006 (the "Effective Date"), by and between Accelrys, Inc., a
Delaware corporation (hereinafter, the "Company"), and Mark Emkjer, an
individual (hereinafter, "Executive").
RECITALS
WHEREAS, Executive has been employed by Company since 2002, pursuant and in
accordance with the terms of an employment agreement, dated December 3, 2002
("2002 Agreement").
WHEREAS, 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
PRESIDENT AND CHIEF EXECUTIVE OFFICER 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 THE COMPANY'S
BOARD OF DIRECTORS. 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 A BASE SALARY OF FOUR HUNDRED
THOUSAND DOLLARS ($400,000) 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 EIGHTY-FIVE PERCENT (85%) OF EXECUTIVE'S
BASE SALARY. SUCH AMOUNTS, PAYABLE TO EXECUTIVE UNDER THIS PLAN OR