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): April 1821, 2022

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34630

04-2739697

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

20 Crosby Drive,

Bedford,

01730

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock, $0.10 par value per share

AZPN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company □

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

~~Appointment~~On ofApril ~~Manish~~21, ~~Chawla~~2022, we entered into a letter agreement, or the Transition Agreement, with John W. Hague, who had been serving most recently as our Executive Vice President, Operations, relating to ~~Position~~Mr. Hague’s intention to retire effective on October 1, 2022. Except as described below, the terms of ~~Chief~~our ~~Revenue~~existing ~~Officer~~executive retention agreement with Mr. Hague will remain and continue in effect.

WeUnder ~~appointed Manish Chawla to~~ the ~~position~~Transition ~~of Chief Revenue Officer~~Agreement, ~~effective April 18, 2022.~~ Mr. ~~Chawla~~Hague will serve atas anExecutive ~~annual~~Vice ~~salary~~President, ofwith ~~$400,000,~~primary ~~subject~~responsibilities to ~~adjustment~~be ~~from~~assigned ~~time~~by toour ~~time~~Chief inExecutive ~~our discretion~~Officer. HeFrom ~~will have~~April ~~a bonus target of $400~~21,~~000~~ ~~for~~2022 ~~the~~through ~~fiscal~~October ~~year ending June 30~~1, ~~2023~~2022, ~~but~~Mr. ~~will~~Hague’s ~~not~~current becompensation, ~~eligible~~annual ~~for~~target a bonus ~~payout~~opportunity ~~with~~and ~~respect~~benefits towill ~~the~~continue ~~fiscal~~and ~~year~~his ~~ending~~currently ~~June~~outstanding ~~30, 2022. On April 18, 2022, Mr. Chawla received~~ equity grants ofwill ~~$1,500,000~~continue into ~~value~~vest ofin ~~restricted~~accordance ~~stock~~with ~~units~~their ~~representing~~terms. ~~contingent~~Mr. ~~rights~~Hague towill ~~receive~~also 9receive,~~263~~ ~~shares~~by ofno ~~common~~later ~~stock~~than ~~and~~May ~~stock~~1, ~~options to acquire 10~~2022,~~647~~ ~~shares~~a ofrestricted ~~common~~ stock atunit agrant ~~purchase~~with ~~price~~a value of $~~161.95~~500,000, ~~per~~or ~~share.~~the ~~Such~~Transition ~~equity~~RSU, ~~awards~~which will vest in 16 equal ~~quarterly~~end-of-quarter installments beginning on ~~the~~June ~~last~~30, ~~business~~2022, ~~day~~subject ofto ~~each~~acceleration ~~calendar~~of ~~quarter,~~vesting ~~commencing~~as ~~September~~described ~~30, 2022~~below.

In addition, Mr. ~~Chawla~~Hague ~~was~~will ~~employed~~be byentitled ~~International Business Machines Corporation (NYSE: IBM) from April 2008~~ to ~~April~~receive ~~2022,~~on ~~where~~October ~~he served in various roles of increasing responsibility~~1, ~~including~~2022 ~~Global~~(subject ~~General Manager, Industrial Sector from August 2021~~ to ~~April~~his ~~2022,~~continued ~~Global~~employment) ~~Managing~~or ~~Director,~~on ~~Energy,~~such ~~Resources,~~earlier ~~Manufacturing~~date ~~Industries~~as ~~from~~of ~~March~~which ~~2019~~his toemployment ~~July~~is ~~2021~~terminated ~~and~~by ~~Global~~us ~~General~~without ~~Manager~~Cause, ~~Resources~~by ~~and~~him ~~Manufacturing~~with ~~Industries~~Good ~~from~~Reason ~~January~~or ~~2016~~by toreason ~~February 2019. From 1999 to 2008, Mr. Chawla served in various roles~~ of ~~increasing~~his ~~responsibility~~death ator ~~BearingPoint,~~Disability ~~Inc.,~~(each asuch ~~multinational~~capitalized ~~management~~term ~~and~~as ~~technology~~defined ~~consulting firm. Mr. Chawla holds a Bachelor of Engineering degree~~ in ~~Computer~~the ~~Engineering~~Transition ~~from Delhi College of Engineering and a Master of Business Administration degree from Indian Institute of Management Ahmedabad. He is 49 years old.~~Agreement):

~~There~~•accelerated ~~are~~vesting noin ~~relationships~~full orof ~~related~~his ~~party~~then-outstanding ~~transactions~~and ~~involving~~unvested ~~Mr.~~equity ~~Chawla~~awards, orincluding ~~any~~the ~~member~~Transition ofRSU ~~his~~but ~~immediate~~excluding ~~family~~the ~~required~~restricted tostock beunit ~~disclosed~~award ~~pursuant~~granted to ~~Item~~him ~~404~~on October 10, 2021 (a)which was granted as part of ~~Regulation~~a ~~S-K~~retention program adopted in connection with the strategic transaction with Emerson Electric Co.); and

~~Executive~~•the ~~Retention~~payments ~~Agreement~~and ~~with~~other ~~Manish~~benefits ~~Chawla~~set forth in his existing executive retention agreement (except that the vesting of his October 10, 2021 retention grant, as referenced above, will not accelerate);

Wein ~~entered~~each ~~into~~case ansubject ~~executive retention agreement~~to, oramong ~~the~~other ~~Executive Retention Agreement~~requirements, ~~with~~Mr. ~~Manish~~Hague’s ~~Chawla~~execution ~~dated~~and ~~April~~non-revocation ~~18,~~of ~~2022~~a ~~with~~release ~~respect to terms~~ of ~~his employment as our Chief Revenue Officer~~claims.

~~Pursuant~~The toforegoing ~~the~~description ~~terms~~ of the ~~Executive~~Transition ~~Retention~~ Agreement, ifis nonot ~~change~~intended into ~~control~~be ~~(as~~complete ~~defined)~~and ~~has~~is ~~occurred,~~qualified ~~and~~in ~~Mr.~~its ~~Chawla’s~~entirety ~~employment~~by isreference ~~terminated~~to ~~without~~the ~~cause~~copy orof hethe ~~resigns~~Transition ~~for~~Agreement ~~good~~included ~~reason~~as ~~(which~~Exhibit ~~includes~~10.1 ~~constructive~~to ~~termination,~~this ~~relocation,~~report and aincorporated ~~reduction~~ in ~~salary~~this orreport ~~benefits),~~by ~~he will be entitled to receive the following:~~reference.

•for 12 months following the date of termination, an amount equal to Mr. Chawla’s base salary then in effect, payable on our normal payroll cycle over such period;

•an amount equal to Mr. Chawla’s total target bonus for the fiscal year, pro-rated for the portion of the fiscal year elapsed prior to termination, payable in equal installments with the base salary payments payable to him;

•an amount equal to 12 times the excess of (a) the monthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to Mr. Chawla under our group health benefit plans in which he participates immediately prior to termination over (b) the monthly premium paid by active employees for the same coverage immediately prior to termination, payable in one lump sum;

•an amount equal to the cost to Mr. Chawla of providing life, disability and accident insurance benefits, payable in one lump sum, for a period of 12 months;

•to the extent not already paid, any other amounts due to Mr. Chawla under any other plan, program, policy or agreement, including any accrued vacation pay; and

•outplacement services through one or more firms of Mr. Chawla’s choosing, payable by us up to an aggregate amount of $45,000, which services will extend until the earlier of (a) 12 months following the date of termination, and (b) the date he secures full-time employment.

If within 12 months following a change in control, Mr. Chawla’s employment is terminated without cause or he resigns for good reason (which includes constructive termination, relocation, a reduction in salary or benefits, our failure to obtain an agreement from any of our successors to assume the Executive Retention Agreement, any material breach by us of the Executive Retention Agreement, and our failure to pay benefits when due), then Mr. Chawla shall be entitled to receive the following:

•Mr. Chawla’s base salary and any accrued vacation pay through the date of termination, in each case to the extent not already paid, payable in one lump sum;

•an amount equal to the sum of Mr. Chawla’s base salary then in effect and the higher of his target bonus for (a) the then-prior fiscal year and (b) then-current fiscal year, payable in one lump sum;

•an amount equal to 12 times the excess of (a) the monthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to Mr. Chawla under the our group health benefit plans in which he participates immediately prior to termination over (b) the monthly premium paid by active employees for the same coverage immediately prior to termination, payable in one lump sum;

•an amount equal to the cost to Mr. Chawla of providing life, disability and accident insurance benefits, payable in one lump sum for a period of 12 months;

•to the extent not already paid, any other amounts due to Mr. Chawla under any other plan, program, policy or agreement, payable in one lump sum;

•full vesting of (a) all common stock options then held by Mr. Chawla, which options may be exercised by the executive for a period of twelve months following the date of termination (subject to the original expiration date of such options), and (b) all restricted stock and restricted stock units then held by Mr. Chawla, provided that vesting for awards that are subject to performance conditions will be based on assumed performance at the greater of (i) Mr. Chawla’s target level and (ii) the level of performance achieved by Mr. Chawla immediately prior to termination, as determined by our board of directors; and

The Executive Retention Agreement provides that in the event the total payments or distributions received by Mr. Chawla relating to termination of employment are subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, the payments or distributions will be reduced to the extent such reduction will result in Mr. Chawla retaining a larger amount, on an after-tax basis, than if he had received all of the payments or distributions in full, in each case first reducing or eliminating the portion of the payments that are not payable in cash and then by reducing or eliminating cash payments.

The Executive Retention Agreement terminates on the earliest to occur of (a) July 31, 2023, provided that such date will be automatically extended on August 1 of each year thereafter unless we have given at least six months’ prior notice of termination to Mr. Chawla, (b) the first anniversary of a change in control, and (c) our payment of all amounts due to Mr. Chawla following a change in control.

The foregoing description of the Executive Retention Agreement is not intended to be complete and is qualified in its entirety by reference to the Executive Retention Agreement included as Exhibit 10.1 to this report and incorporated in this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Executive Retention Agreement, dated April 18, 2022, between Aspen Technology, Inc. and Manish Chawla
10.1^						Letter agreement, dated April 21, 2022, between Aspen Technology, Inc and John Hague
104						Cover Page Interactive Data File (embedded within the XBRL document)

^ Management contract or compensatory plan or arrangement

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: April 22, 2022	By:	/s/ Frederic G. Hammond
Date: April 27, 2022	By:	/s/ Frederic G. Hammond
		Frederic G. Hammond
		Senior Vice President, General Counsel and Secretary

Filing Compare · ASPENTECH Corp