This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 5th th day of August, 2008 (the
“Effective Date”), by and between Accelrys, Inc. , a Delaware corporation (hereinafter, the “Company”), and Ilene Vogt, an
individual (hereinafter, “Executive”).
WHEREAS, Executive is commencing employment with the Company on the terms set forth herein.
NOW, THEREFORE, in consideration of their mutual promises and intending to be legally bound, the parties agree as follows:
1. EMPLOYMENT .
(a) Title and Location . The Company shall employ Executive as Senior Vice President, Worldwide Sales, upon the
terms and conditions set forth in this Agreement, and Executive hereby accepts such employment. Executive will be based
in San Diego, California.
(b) Duties and Responsibilities . Executive’s duties, powers and responsibilities in such capacity shall be those which
are customary for such position, as may be determined from time to time and assigned by Executive’s supervisor, as
designated by the Company at its sole discretion. Executive agrees to perform and discharge such duties well and
faithfully and to be subject to the supervision and direction of Executive’s supervisor.
(c) No Conflicts . Executive’s position under this Agreement is a full-time position. Executive agrees to devote
Executive’s full business time, effort, attention and energies to this position. Executive will not render any professional
services or engage in any activity that might be competitive with, adverse to the best interest of, or create the appearance
of a conflict of interest with, the Company. Executive agrees to abide by the policies, rules and regulations of the Company
as they may be amended from time to time.
(d) No Other Agreement . Executive represents and warrants the Executive is not bound by any employment,
consulting, noncompetition, confidentiality, finders, marketing or other agreement or arrangement that would, or might
reasonably be expect