Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2022, the Human Capital Committee of the board of directors approved
an Executive Bonus Plan for fiscal 2023 for our President and Chief Executive
Officer and for certain other executives designated by us, including our Chief
Revenue Officer, our Senior Vice President and Chief Financial Officer and our
Senior Vice President, General Counsel and Secretary, who are named executive
The purpose of the fiscal 2023 plan is to motivate and reward performance for
achieving our financial and operational objectives for fiscal 2023. Payments
under the plan are based upon the achievement of predetermined annual corporate
financial metrics consisting of target amounts for growth in annual contract
value ("GACV"), free cash flow ("FCF") and revenue and cost synergies associated
with integration of acquired businesses. Each of the target amounts is
established by the board. GACV is weighted at 50%, FCF is weighted at 35% and
revenue and cost synergies are weighted at 10% and 5%, respectively, for
purposes of determining each participant's bonus. In order for any bonus to be
payable with respect to a target amount, we must achieve at least 70% of the
Performance against the corporate financial metrics will be evaluated mid-year
and at year-end. Each participant has the potential for a mid-year payment, in
an amount not to exceed 25% of the annual bonus target (excluding the synergies
targets, which apply only to the full fiscal year), based on performance against
mid-year target amounts. The year-end payment is based on annual performance
against the annual performance targets, less any payment received at mid-year.
If mid-year payments are made and we underachieve the metrics for the full year,
each participant shall refund the amount by which his mid-year payment exceeds
the total amount he is entitled to receive for the year.
Under the plan, the Human Capital Committee may make a discretionary award to a
participant in such amount as the Human Capital Committee determines to be
appropriate and in the best interests of our company.
A copy of the form of the Executive Bonus Plan for fiscal 2023 is included as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Aspen Technology, Inc. FY 23 Executive Bonus Plan
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