Employment Separation Agreement And Release

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


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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 hereun ...