Exhibit 10.3
ACCELRYS, INC.
PERFORMANCE-BASED RESTRICTED
STOCK UNIT AWARD AGREEMENT
(AMENDED AND RESTATED 2004 STOCK
INCENTIVE PLAN)
1. Pursuant to its Amended and Restated 2004 Stock
Incentive Plan (the “ Plan ”), ACCELRYS, INC.
(the “ Company ”), hereby grants to you (the
“ Participant ”) that number of restricted units
of Common Stock (the “ Restricted Stock Unit Award
”) subject to the terms and conditions below. The Restricted
Stock Unit Award is based on your achievement of certain
performance targets as set forth below and is intended to satisfy
the requirements for “performance-based compensation”
within the meaning of Section 162(m) of the Code. 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 .
2. 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.
3. DETAILS OF RESTRICTED STOCK UNIT AWARD.
The details of your Restricted Stock Unit Award are as
follows:
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Number of
Shares of common Stock Subject to Award:
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______________
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Award Date:
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______________
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Number of Performance Periods:
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______1_______
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Performance Target(s)
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Fiscal Year 2009 revenue
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4. PERFORMANCE CRITERIA. Your Restricted
Stock Unit Award will vest, and you will receive shares of Common
Stock based on successful performance by the Company during the
performance period(s) set forth in Attachment 2 (each, a “
Performance Period ”) as compared to the Target(s)
(the “ Performance Target(s) ”) set forth on
Attachment 2 , such Performance Target(s) being subject to
adjustment and/or partial vesting as set forth therein. Achievement
of the applicable Performance Target(s) for the Performance
Period(s) will be determined based on the Company’s reported
results for such Performance Target(s) as set forth in its Annual
Reports on Form 10-K filed with the Securities and Exchange
Commission (each such date, a “ Measurement Date
”) relating to the then-completed Performance Period(s) or as
otherwise set forth on Attachment 2.
5. VESTING.
(a) The Restricted Stock Unit Award will vest such
that up to 100% of the total number of shares of Common Stock
subject to the Restricted Stock Unit Award will vest on the
Measurement Date(s), based on the extent to which each Performance
Target(s) is/are achieved (as set forth in
Section 5(b)).
(b) The actual number of shares of Common Stock that
will vest on any Measurement Date will be determined by the level
of achievement of the applicable Performance Target(s) in
accordance with the matrix set forth in Attachment 2.
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6. SATISFACTION OF VESTING RESTRICTIONS. If
any portion of your Restricted Stock Unit Award vests based on the
level of achievement of each Performance Target on each applicable
Measurement Date as set forth in Section 5(b), then on each
such Measurement Date, the Company will issue to you, free from
further vesting restrictions, uncertificated shares in book entry
form or certificates representing such vested whole shares of
Common Stock. Unless otherwise expressly set forth in Attachment 2,
any portion of your Restricted Stock Unit Award which does not vest
on an applicable Measurement Date shall be
