0001104659-05-041606 Sample Contracts

ACCELRYS, INC. SAR AWARD AGREEMENT (AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN)
Sar Award Agreement • August 26th, 2005 • Accelrys, Inc. • Services-prepackaged software • Delaware

Pursuant to its Amended and Restated 2004 Stock Incentive Plan (the “Plan”), ACCELRYS, INC. (the “Company”), hereby grants to you (the “Participant”) a stock appreciation right upon the terms and conditions set forth below (the “SAR”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Plan, a copy of which is attached hereto as Attachment 1.

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ACCELRYS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN)
Restricted Stock Unit Award Agreement • August 26th, 2005 • Accelrys, Inc. • Services-prepackaged software • Delaware

Pursuant to its Amended and Restated 2004 Stock Incentive Plan (the “Plan”), ACCELRYS, INC. (the “Company”), hereby grants to you (the “Participant”) that number of restricted units of Common Stock (the “Restricted Stock Unit Award”) subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Plan, a copy of which is attached hereto as Attachment 1.

ACCELRYS, INC. STOCK OPTION AGREEMENT (AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN)
Stock Option Agreement • August 26th, 2005 • Accelrys, Inc. • Services-prepackaged software • Delaware

Pursuant to its Amended and Restated 2004 Stock Incentive Plan (the “Plan”), ACCELRYS, INC. (the “Company”), hereby grants to you (the “Participant”) an option to purchase that number of shares of the Company’s Common Stock set forth below (the “Option”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Plan, a copy of which is attached hereto as Attachment 1.

ACCELRYS, INC. RESTRICTED STOCK AWARD AGREEMENT (AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN)
Restricted Stock Award Agreement • August 26th, 2005 • Accelrys, Inc. • Services-prepackaged software • Delaware

Pursuant to its Amended and Restated 2004 Stock Incentive Plan (the “Plan”), ACCELRYS, INC. (the “Company”), hereby grants to you (the “Participant”) that number of restricted shares of Common Stock (the “Restricted Stock Award”) subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Plan, a copy of which is attached hereto as Attachment 1.

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