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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