8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2014

ASPEN TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24786	04-2739697
(State or Other Jurisdiction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

200 Wheeler Road, Burlington MA	01803
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 221-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 23, 2014, we approved an Executive Annual Incentive Bonus Plan (Fiscal Year 2015) for Antonio J. Pietri, our President and Chief Executive Officer, and for certain other members of our senior management, including each of our other executive officers: Mark P. Sullivan, our Executive Vice President and Chief Financial Officer; Manolis E. Kotzabasakis, our Executive Vice President, Products; and Frederic G. Hammond, our Senior Vice President and General Counsel. Each such plan was identical, except for the amount of the executive’s target award.

The purpose of these fiscal 2015 plans is to motivate and reward performance for the achievement of the company’s performance objectives for fiscal 2015. Payments under each plan are based upon the achievement of annual corporate financial metrics. Each of the target amounts is established by the board and is weighted at 50% for purposes of determining each executive’s bonus. In order for any bonus to be payable under a plan, we must achieve at least 70% of each of the target amounts.

Performance against the corporate financial metrics will be evaluated mid-year and at year-end. Each executive has the potential for a mid-year payment, in an amount not to exceed 25% of the executive’s annual bonus target, based on performance against mid-year target amounts for the corporate performance metrics. The year-end payment is based on total annual performance against the annual performance targets, less any payment received at mid-year. If an executive’s employment terminates prior to the end of the performance period, eligibility for any payment will be subject to the retention agreement then in effect between us and the executive.

Under the plans, the compensation committee of the board of directors may make a discretionary award to an executive in such amount as the compensation committee determines to be appropriate and in the best interests of our company.

A copy of the form of the Executive Annual Incentive Bonus Plan (Fiscal Year 2015) is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Aspen Technology, Inc. Executive Annual Incentive Bonus Plan (Fiscal Year 2015)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPEN TECHNOLOGY, INC.
Date: July 25, 2014	By:	/s/ Frederic G. Hammond
		Frederic G. Hammond Senior Vice President and General Counsel

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EX-10.1

Exhibit 10.1

Aspen Technology, Inc.

Executive Annual Incentive

Bonus Plan

FY 2015

For

“NAME”

I.Purpose

The purpose of Aspen Technology’s (“Company”) Executive Annual Incentive Plan (the “Plan”) is to motivate and reward performance that results in the achievement of key Company objectives.  Awards made pursuant to this Plan are intended to constitute Performance Cash Awards under the 2010 Equity Incentive Plan.

II.Effective Date of Plan

The Plan operates on a fiscal year basis (“Plan Year”), and is effective from the first business day of the fiscal year, July 1, 2014, through the last business day of the fiscal year, June 30, 2015.

III.Eligibility

Eligibility is afforded to those Executives whose positions are determined by Aspen Technology to have significant impact on the operating results of the Company.

Eligibility for the Plan does not guarantee payment of an award and does not guarantee continuation of employment.  If employment ends prior to the end of the performance period any payment eligibility is subject to the Executive Retention Agreement then in force. Should an Executive voluntarily resign after the completion of the performance period, he/she is eligible to receive the earned bonus in accordance with the Plan.

In FY 2015, there is potential for a mid-year payment as well as a final year-end payment. To qualify for a mid-year payout, Executives must have been employed prior to October 1, 2014.  Executives who start employment after October 1, 2014 will not receive a mid-year payment, but will receive a pro-rated bonus payment calculated based on the number of days worked for the entire fiscal year if final year end payments are made to all employees. To qualify for a year-end payout, executives must have been employed continuously since prior to April 1, 2015. Payment will be calculated on the number of days worked for the entire fiscal year if final year end payments are made to all employees.

IV.Target Award

The Plan is based on the “Target Award” concept, which bases the award on the Company’s overall performance.  In order to achieve the Target Award amount, the Company must achieve 100% of its pre-established objectives by the end of the Plan Year. The actual award paid to the participant, if any, for a

July 1, 2014

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given Plan Year will be based on the Company’s overall performance, as adjusted for the overall level of bonus pool funding.

The Target Award for each position is the incentive award as defined when 100% of all Plan objectives are met and the Company attains the necessary level of performance to fund the bonus pool at 100%.

V.Components of Award

“Company Metric Performance” for Plan purposes is based on the accomplishment of one or more predetermined annual Company financial objectives, selected each year based on their critical importance to the Company’s success.  Company Metric Performance for FY 2015 will be measured based on the achievement of the FY 2015 Growth in Total License Contract Value “TLCV”, and Cash Flow from Operations.

The following summarizes the weighting for the various incentive components for FY 2015.

FY 2015 Plan Components	Overall Bonus Weighting		On Target Metric
Growth in TLCV	50	%	Determined by the Board
Cash Flow from Operations	50	%	Determined by the Board

Company Metric Performance (Growth in TLCV & Cash Flow)

The achievement level will then correspond to a bonus plan funding/weighting percentage by individual metric according to the following table:

Company Metric Performance	Funding Level of Metric Based on Performance
< 70% of Target	0	%
70% of Target	50	%
80% of Target	70	%
90% of Target	90	%
100% of Target	100	%

The funding is based on a minimum achievement of 70% of the target metric.  At 70% achievement, the plan funds at 50% of target and increases at a 2:1 ratio until 89% achievement.  Achievement between 90% and 100% funds at a 1:1 ratio.  Each metric is measured and funded independently. This Plan is capped at 100% funding.

VI.Plan Funding Allocation and Achievement

For FY 2015, Plan funding is based on the attainment of Board-approved specified levels of Growth in Total License Contract Value and Cash Flow from Operations.  In FY15 there is a potential for a mid-year payment. The mid-year payment is based on mid-year performance against mid-year targets and will not exceed 25% of the annual bonus target.

The year-end payment is based on total annual performance against the annual performance targets less any payment received at mid-year.

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Should the mid-year bonus earned be less than the target of 25% of bonus potential, the unrealized difference (up to the 25% mid-year potential) can be made up at year-end based on annual achievement against annual goals.

VII.Bonus Calculation

A.Bonus calculation takes into account three components:

·Growth in TLCV and corresponding funding percentage (Section V);

·Cash Flow from Operations and corresponding funding percentage (Section V); and

·Target Bonus ($) level (as defined in Appendix A).

B.The bonus will be measured on first half performance at mid-year and on annual performance at year end.

First Half (H1) Calculation (Maximum payout of 25% of annual bonus target)

Growth in TLCV
Annual Bonus Target	X		Metric Weighting 50%	X	Maximum Payout 25%	X	Mid-Year Funding Level Based on Performance (%)	=	H1 Growth in TLCV Bonus Payout
Cash Flow from Operations
Annual Bonus Target	X		Metric Weighting 50%	X	Maximum Payout 25%	X	Mid-Year Funding Level Based on Performance (%)	=	H1 Cash Flow Bonus Payout
Total H1 Bonus
H1 Growth in TLCV Bonus Payout		+			H1 Cash Flow Bonus Payout	=	Total H1 Bonus Payout

End of Year (YE) Calculation

Growth in TLCV
Annual Bonus Target	X		Metric Weighting 50%	X	Full Year Funding Level Based on Performance (%)	-	H1 Earned	=	YE Growth in TLCV Earned Bonus
Cash Flow from Operations
Annual Bonus Target	X		Metric Weighting 50%	X	Full Year Funding Level Based on Performance (%)	-	H1 Earned	=	YE Cash Flow Earned Bonus
YE Bonus Funding
Growth in TLCV Earned	+	YE Cash Flow Earned				=	Total YE Bonus Payout

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Illustration

The following illustrations demonstrate sample calculations for determining potential bonus payments using an annual bonus potential of $100,000.

H1 Bonus Calculation

Category	Metric Weighting		Annual Bonus Target		Maximum Payout %		H1 Target Award		Mid-Year Company Metric Performance		Mid-Year Funding Level Based on Performance (%)		H1 Bonus Payout
Growth in TLCV	50	%	$	50,000	25	%	$	12,500	90	%	90	%	$	11,250
Cash Flow	50	%	$	50,000	25	%	$	12,500	70	%	50	%	$	6,250
H1 Total													$	17,500

End of Year Calculation

Category	Metric Weighting		Annual Bonus Target		Full Year Company Metric Performance		Full Year Funding Level Based on Performance (%)		Full Year BonusAchievement		Minus H1 Payout		YE Bonus Payout
Growth in TLCV	50	%	$	50,000	80	%	70	%	$	35,000	$	11,250	$	23,750
Cash Flow	50	%	$	50,000	100	%	100	%	$	50,000	$	6,250	$	43,750
	H2 Total												$	67,500
	H1 Total												$	17,500
	Full Year Total												$	85,000
	% of Annual Bonus Target												85.00		%

Note: All Actual Plan awards will be adjusted up/down based on Company bonus pool funding levels.

VIII. Discretionary Variation

In addition to awards based on the performance metrics established herein and notwithstanding any limitations (including caps) set forth elsewhere herein, the Compensation Committee of the Board of Directors may make discretionary awards to eligible employees in such amounts as the Committee determines are appropriate and in the best interests of the Company.

In addition, the CEO (in the case of his direct reports) and the Compensation Committee (in the case of the CEO) may reduce any award otherwise payable hereunder by up to 10 percent in his or its discretion to any of said direct reports or to the CEO, as the case may be.

IX.Administration

Administration of this Plan will be the responsibility of the CEO and the Compensation Committee of the Board of Directors. Any interpretation of the terms, conditions, goals, or payments from this Plan required because of a dispute will be made by the CEO and the Compensation Committee in the case of a dispute

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relating to employees other than the CEO, and by the Compensation Committee in the case of a dispute relating to the CEO.

If any term or condition of this Plan is found to contravene applicable law, that term or condition will be interpreted such that it comports with applicable law to the extent possible.

Eligibility and participation in this Plan in no way implies or reflects any guarantee or contract of employment, except as may be provided by applicable law.  The Company reserves the right to amend, modify, or terminate this Plan and the procedures set forth herein at any time.  Any change to the terms of the Plan will be communicated to participants in advance of the effective date of such change, and will be subject to acceptance by the affected participant.

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Appendix A

Employee’s Name:	Manager’s Name: Antonio Pietri	Organization:	Date Prepared:
FY15 Compensation	Base Salary: $	Bonus Target: $	OTE: $

Employee
Signature :	Date:
CEO
Signature :	Date:

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