SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between R. William Taylor (“Employee”) and
Accelrys, Inc. (“Company”) (jointly referred to as the “Parties”).
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:
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 sum of $346,080 (three hundred forty six thousand and eighty
dollars), less applicable withholdings. Such amount will be paid in equal installments 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 with medical coverage within such period, and further provided
that Employee will notify Company within fifteen (15) days of obtaining such coverage.
3. Bonus Payment . When and if bonus payments are made to the Company’s executives pursuant to the Company’s
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 2008 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 achievement against objectives as determined by the