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Exhibit
10.1
SEPARATION AGREEMENT
AND RELEASE
This Separation Agreement and Release
(“Agreement”) is made by and between Nic Austin
(“Employee”) and Accelrys Limited and its affiliates
and associated companies, including Accelrys, Inc. (collectively
“Company”). Employee and the Company are sometimes
collectively referred to as the “Parties”.
RECITALS
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1) |
Employee has been employed by the Company as its Vice
President, Research and Development. |
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2) |
In or about October, 2006, the Parties entered into an
employment agreement (“U.S. Employment Agreement”), as
amended in or about January, 2007 upon Employee’s relocation
to Cambridge, England (“Amendment” and, collectively,
the “Employment Agreement”). |
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3) |
The employee’s employment is terminating effective
June 30, 2008 (“Termination Date”), and the
parties desire to set forth the terms of such
termination; |
NOW THEREFORE, in
consideration of the promises made herein, the Parties hereby agree
as follows:
AGREEMENT
1. Transition Period .
Employee is hereby resigning as the Company’s Vice President,
Research and development, and from all other offices which he holds
for the Company. Employee is also resigning as an employee of the
Company with effect from the Termination Date. Between the date of
this agreement and the Termination Date, Employee will continue to
be employed by the Company, shall be entitled to all benefits,
including his salary and benefits at the level at which he
currently receives such benefits and will continue to engage in
work for the company as requested by the Company. The Company will
pay to the Employee within 14 days of the Termination Date all
salary and benefits due to the Termination Date and will also pay
to the Employee 12 days’ accrued but untaken vacation and the
Employee’s expenses claim subject to the provisions of the
Company’s Travel and Entertainment policy, excepting the time
limit provisions. Except as set out in this section and Sections 2,
3 and 4 of this Agreement, Employee’s entitlement to all
Company benefits shall cease on the Termination Date.
2. Company’s
Obligations .
2.1 Besides the obligations
on the Company set out elsewhere in this Agreement, on or about
June 30, 2008, the Company shall pay Employee the amount of
ninety four thousand (£94,000) British pounds, less
applicable withholdings.
3. Bonus Payment .
When and if bonus payments are made to the Company’s
executives pursuant to the Company’s fiscal year 2008
Management Incentive Plan (the “Plan”), the Company
shall tender to Employee a lump sum amount based upon the
achievement against objectives as determined by the Company’s
board of directors at the conclusion of the fiscal year to have
been earned pursuant to the terms of the Plan. No bonus or other
incentive payment shall be due Employee for the Company’s
fiscal year 2009.
4. Full Satisfaction of
Salary, Benefits and Vesting Obligations . Employee
acknowledges and agrees that, subject to the Company complying with
the terms set forth in Sections 1, 2, 3 and 4 hereof, the Company
will have complied with its obligations under the Employment
Agreement and will have paid all salary, wages, accrued vacation
and any and all other benefits due to Employee. Employee further
acknowledges and agrees that any options to purchase the
Company’s stock, restricted stock units or other equity
rights will cease vesting on the Termination Date. The Company
confirms and Employee acknowledges and agrees that Employee
may
exercise any stock options vested prior
to the Termination Date during a period of ninety (90) days
from the Termination Date, (with the exception of option number
A001830 which may be exercised within thirty (30) days of the
Termination Date) solely in accordance with the terms of the
applicable stock option plans and grants and confirms that the
circumstances of the Employee’s leaving the Company’s
employment do not disqualify or prevent the vesting of the
restricted stock due to vest prior to the Termination Date (in
particular the restricted stock from those granted on 6/20/06 and
6/1/07) and do not disqualify the Employee from exercising his
rights under the terms of the applicable stock and stock option
plans and grants. Any sums due from Employee to the Company will be
deducted from his final salary payment or, in the event the cut off
date for administering salary and benefits has passed, the Payments
referred to in Section 2 of this Agreement.
5. Release of Claims .
Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee
by the Company and its affiliates, associated companies, officers,
managers, supervisors, agents and employees. Employee, on his own
behalf, and on behalf of his respective heirs, family members,
executors, agents, and assigns, hereby fully and forever releases
the Company and its officers, directors, employees, agents,
investors, shareholders, administrators, affiliates, associated
companies, divisions, subsidiaries, predecessor and successor
corporations, and assigns (collectively the “Released
Parties”) from any duty, obligation, cause of action or
claims relating to any matters of any kind, whether known or
unknown, suspected or unsuspected at the date of this Agreement or
which may occur in the future arising from or relating to any
omissions, acts or facts that have occurred up until and including
the Termination Date, save for any failure to comply with any
obligations under this agreement. Claims released hereunder
include, without limitation (save for the limitation specified in
this agreement and save for any further matters arising between the
date of this agreement and the Termination Date), claims relating
to Employee’s employment and the termination of employment;
claims relating to the Employment Agreement, claims relating to, or
arising from, wrongful or constructive termination/dismissal;
claims relating to the right to purchase, or actual purchase or
exercise of Company stock; claims relating to fraud,
misrepresentation, breach of duty, securities claims; breach of
contract, infliction of emotional distress, misrepresentation,
unfair business practices, defamation, libel, slander, negligence,
personal injury, discrimination and any other tortious conduct
claims; claims for violation of any claims or rights of action
under any law or statute, whether in England, Wales or the United
States, including, but not limited to, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with
Disabilities Act of 1990, the Fair Labor Standards Act, the
Employee Retirement Income Security Act of 1974, The Worker
Adjustment and Retraining Notification Act, the Older Workers
Benefit Protection Act, the Family and Medical Leave Act, the
California Family Rights Act, the California Fair Employment and
Housing Act, the California Labor Code and the Protection from
Harassment Act of 1997, claims for unfair dismissal, for a
statutory or other type of redundancy payment, in relation to
unauthorised deductions from wages, for unlawful detriment under
the Employment Rights Act 1996, for working time or holiday pay
under the Working Time Regulations 1998 or contractually, for equal
pay, less favourable treatment or detriment, direct or indirect
discrimination, harassment or victimisation on any unlawful ground,
including,
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