Exhibit 99.1
ACCELRYS, INC.
DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
(AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN)
Pursuant to its Amended and Restated 2004 Stock
Incentive Plan (the “Plan” ), ACCELRYS,
INC. (the “Company” ), hereby grants
to you, as a director of the Company (the “Participant” ), that
number of restricted units of Common Stock (the “Restricted Stock Unit
Award” ) subject to the terms and conditions
below. Capitalized terms used and not otherwise defined
herein shall have the meanings given to such terms in the Plan, a
copy of which is attached hereto as Attachment 1
.
1.
GOVERNING PLAN DOCUMENT . Your Restricted Stock Unit
Award is subject to all of the provisions of the Plan, which
provisions are hereby made a part of this Restricted Stock Unit
Award Agreement. In the event of any conflict between the
provisions of this Restricted Stock Unit Award Agreement and the
provisions of the Plan, the provisions of the Plan shall control in
all respects.
2.
DETAILS OF RESTRICTED STOCK AWARD . The details of your
Restricted Stock Award Unit are as follows:
Number of Shares of
Common Stock Subject to Award:
Award Date:
Vesting Commencement Date:
Vesting Schedule:
1/12th of the shares of Common Stock subject to your Restricted
Stock Award Unit shall vest at the end of the third month following
the month in which the Vesting Commencement Date occurs and an
additional 1/12th of such shares shall vest at the end of
every third month thereafter so that all shares shall be fully
vested on the third anniversary of the Vesting Commencement
Date.
3.
SATISFACTION OF VESTING RESTRICTIONS; ACCOUNT . No shares
of Common Stock will be issuable to you pursuant to your Restricted
Stock Unit Award until such shares vest in accordance with the
Vesting Schedule indicated in Section 2. As soon as
practicable after the date on which any shares of Common Stock
subject to your Restricted Stock Unit Award vest, the Company will
credit to a bookkeeping account (the “Account” ) maintained by
the Company for your benefit such vested shares of Common Stock
(collectively, the “Deferred
Awards” ), which shall be maintained in the Account
until such time as such Deferred Awards are to be paid to you
pursuant to Section 4. Prior to the time of such payment,
whenever any cash dividends are declared on the Deferred Awards, on
the date such dividend is paid, the Company will credit to the
Account a number of additional shares of Common Stock equal to the
quotient of: (i) the product of the total number of shares of
Common Stock credited to the Account on the record date for such
dividend, multiplied by and the per share amount of such dividend;
divided by (ii) the Fair Market Value of one share of Common
Stock on the date such dividend is paid by the Company.
4.
PAYMENTS OF DEFERRED AWARDS. The Company shall make a
payment to you of the Deferred Awards credited to the Account as
provided in Section 3 upon the earlier to occur of: (i) the
cessation of your service as a director of the Company for any
reason; and (ii) the three-year anniversary of the date of this
Agreement. Notwithstanding the foregoing, you may elect to
change the payment event set forth in clause (ii) of the
preceding sentence by
written notice delivered to the Company at least 12 months prior to
the such payment event, provided that the new payment event must be
at least five years after the previously applicable payment
event.
5.
TERMINATION OF SERVICE WITH THE COMPANY . If, at any time
prior to the vesting in full of the shares of Common Stock subject
to your Restricted Stock Unit Award, your service with the Company
terminates for any reason, the unveste
