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Exhibit 10.25


ACCELRYS, INC.

EMPLOYMENT AGREEMENT

        This EMPLOYMENT AGREEMENT (the " Agreement ") is entered into as of September 13, 2004 and effective as of the Effective Time as defined in the Merger Agreement (as defined below) (the " Effective Date ") by and between Accelrys, Inc. (the " Company ") and Mathew Hahn (" Employee ").

        WHEREAS, prior to the Effective Date, Employee was the Chief Executive Officer of Scitegic, Inc. (" Scitegic ");

        WHEREAS, at the Effective Time (as defined in the Merger Agreement), Nashville Acquisition Company, a California corporation (" Merger Sub "), will be merged with and into Scitegic (the " Merger ") pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of September 13, 2004, by and among the Company, Merger Sub, Scitegic, Employee and the other parties thereto (the " Merger Agreement ");

        WHEREAS, as a condition precedent to its obligations pursuant to the Merger Agreement, the Company has required the execution and delivery of this Agreement by Employee; and

        WHEREAS, following the Effective Time, the Company desires to retain Employee's services to facilitate the conduct of the Company's business.

        NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

        1.     Position and Duties.     

        a.     As of the Effective Date, Employee will serve as a Vice President of the Company. As of the Effective Date, Employee shall also serve as General Manager of the Scitegic business division. Employee will render such business and professional services in the performance of his duties, consistent with Employee's position within the Company, as shall reasonably be assigned to him by Employee's then current direct manager or the Company's Chief Executive Officer (as of the date hereof, Mark Emkjer). Employee acknowledges that Employee's duties and responsibilities may be changed by the Company to other duties and responsibilities typically reserved for executives of the Company, which change(s) shall not give rise to any rights to Employee in connection with any Employee resignation for Good Reason (as defined below). The period of Employee's employment under this Agreement is referred to herein as the " Employment Term ."

        b.     During the Employment Term, Employee will devote Employee's full business time and best efforts to the performance of Employee's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Company's Chief Executive Officer (as of the date hereof, Mark Emkjer); provided , however , that nothing herein shall preclude Employee from (i) performing his responsibilities as the Shareholder Representative as contemplated under the Merger Agreement, or (ii) subject to the prior approval of the Company's Chief Executive Officer (as of the date hereof, Mark Emkjer), accepting appointment to any board of directors or trustees of any business corporation; provided further , in each case, and in the aggregate, that such activities do not conflict or interfere in any material respect with the performance of Employee's duties hereunder or under the Confidential Information Agreement (as defined below) or Protective Covenant Agreement (as defined below).

        2.     Base Salary.     From the Effective Date through March 31, 2005, the Company shall pay Employee a base salary at the annual rate of $209,000, payable in regular installments in accordance with the Company's usual payment practices and be subject to the usual, required withholding. From April 1, 2005 to the end of the Employment Term, the Company shall pay Employee a base salary at the annual rate of $230,000, subject to any increase or decrease as determined by the Company,


payable in regular installments in accordance with the Company's usual payment practices and be subject to the usual, required withholding; provided , however that from April 1, 2005 through the earlier of (i) the end of the Employment Term or (ii) September 30, 2006, Employee's base salary shall be no less than an annual rate of $230,000. Employee's annual base salary, as in effect from time to time, is hereinafter referred to as the " Base Salary ."

        3.     Annual Bonus.     

        a.     For the period from the Effective Date to December 31, 2004 (the " 2004 Bonus Period "), Employee shall be eligible to earn a bonus award equal to the product of (X) $100,500 multiplied by (Y) the quotient obtained by dividing (i) the dollar amount of bookings in calendar year 2004 by customers of the Scitegic business division for Scitegic products and services by (ii) $[10,400,000] [get exact number from Scitegic Board Plan—this number will be the target amount of bookings for calendar year 2004].

        b.     For the period from January 1, 2005 to March 31, 2005 (the " Q4 2004 Period " and together with the 2004 Bonus Period, the " Periods "), Employee shall be eligible to earn a bonus award equal to the product of (X) $37,500 multiplied by (Y) the quotient obtained by dividing (i) the dollar amount of bookings in the Q4 2004 Period by customers of the Scitegic business division for Scitegic products and services by (ii) a target dollar amount of bookings in the Q4 2004 Period, determined by the Company in its sole discretion, by customers of the Scitegic business division for Scitegic products and services.

        c.     With respect to each full fiscal year of the Company commencing on April 1, 2005, Employee shall be eligible to earn an annual bonus award (an " Annual Bonus ") in an amount to be determined by the Company; each Annual Bonus shall be in a target amount of 30% of Employee's then current Base Salary. In addition, Employee may, subject to the Company's determination, earn an additional amount up to 25% of the Annual Bonus for each such fiscal year. Currently, the Company's bonus plan is based upon the achievement of corporate objectives and any payments thereunder are determined in the sole discretion of the Board of Directors of the Company (the " Board "). Employee must be continuously employed by the Company during each Period and fiscal year to receive the bonus award for each such Period or fiscal year, respectively; no bonus award will be earned in the event Employee is not so continuously employed during such Period or fiscal year, respectively.

        4.     Stock Option.     Subject to Board approval, Employee will be granted a stock option to purchase 50,000 shares of the Company's Common Stock at an exercise price equal to the then current fair market value per share, as reflected in the closing price quoted on the Nasdaq Stock Market on the date of grant (the " Option "). The Option will vest twenty five percent twelve months after the Effective Date, and as to 1/48th of the shares subject to the Option monthly thereafter, so that the Option will be fully vested and exercisable four (4) years from the date of grant, subject to Employee's continued service to the Company through each of the relevant vesting dates. The Option will be subject to the terms, definitions and provisions of the Company's Employee New Hire Stock Plan and the stock option agreement by and between Employee and the Company (the " Option Agreement "), which documents are incorporated herein by reference. In addition, the Company will request, as soon as administratively possible, approval of its Board of Directors, to the extent necessary, to permit Employee to exercise the Option and sell shares thereunder pursuant to and in compliance with Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended, if possible.

        5.     Employee Benefits.     During the Employment Term, Employee shall be eligible to participate in and receive benefits under the Company's employee


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