Exhibit 10.1
SEPARATION AGREEMENT AND
RELEASE
This Separation Agreement and
Release (“Agreement”) is made by and between Rick
Murphy (“Employee”) and Accelrys, Inc.
(“Company”) (jointly referred to as the
“Parties”).
RECITALS
1) Employee has been employed by the
Company as its Senior Vice President, Worldwide Sales and
Services.
2) In or about October 2006, the
Parties entered into an employment agreement (“Employment
Agreement”).
3) Employee is hereby resigning and
his employment is terminating on July 31, 2008
(“Termination Date”);
4) The Parties wish to set forth the
terms of such termination as set forth herein.
NOW THEREFORE, in consideration of
the promises made herein, the Parties hereby agree as
follows:
AGREEMENT
1. Effective Date . This
Agreement shall become effective and enforceable on the first day
following the expiration of the revocation period set forth in
Section 9, below (the “Effective
Date”).
2. Company’s
Obligations . Provided that, and so long as, Employee abides by
the obligations set forth in Section 7 of the Employment
Agreement, the Company shall pay Employee the aggregate total sum
of $400,000 (four hundred thousand dollars), less applicable
withholdings. This aggregate amount will be paid in 24 equal
installments of $16,666.66 (sixteen thousand six hundred sixty six
dollars and sixty six cents), less applicable withholdings, on each
of the Company’s regular payroll days, commencing on the
Company’s first payroll period after the Effective Date and
ending twelve months thereafter. The Company shall also reimburse
Employee for up to twelve months of premiums paid under COBRA for
medical and dental insurance coverage, at the same level at which
Employee held such coverage prior to the Termination Date, provided
that such reimbursement will cease if Employee obtains other
employment within such period, and further provided that Employee
will notify Company within fifteen (15) days of obtaining such
employment.
3. Bonus Payment . When and
if bonus payments are made to the Company’s executives
pursuant to the Company’s fiscal year 2009 Management
Incentive Plan (the “Plan”). The Company shall tender
to Employee a pro-rata lump sum amount, prorated for the number of
full months in the Company’s 2009 fiscal year during which
Employee had been employed prior to his termination, of the bonus
that would have been payable to Employee had he remained employed
throughout the year. Such bonus will be based upon the percentage
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.
4. Full Satisfaction of Salary,
Benefits and Vesting Obligations . Employee acknowledges and
agrees that, subject to complying with the terms set forth in
Sections 2 and 3 hereof, the Company has 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 have ceased vesting as of the Termination Date, and
that Employee may exercise any vested stock options during a period
of ninety (90) days from the Termination Date, solely in
accordance with the terms of the applicable stock option plans and
grants.
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, 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
1
releases the Company and its officers,
directors, employees, agents, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor
and successor corporations, and assigns (collectively “the
Released parties”) from any duty, obligation or cause of
action relating to any matters of any kind, whether presently known
or unknown, suspected or unsuspected arising from or relating to
any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement. Claims released
hereunder include, without limitation, 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; 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, and any other tortuous
conduct claims; claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the
Civil Rights Act of 1964, the
