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


                  of Certain Officers; Compensatory Arrangements of Certain Officers.



On August 29, 2022, we entered into a letter agreement, or the Transition
Agreement, with Frederic G. Hammond, our Senior Vice President, General Counsel
and Secretary, relating to Mr. Hammond's planned retirement which will be
effective on January 6, 2023 or, if requested by the Corporation, on a later
date occurring on or before April 4, 2023 (the "Retirement Date"). Except as
described below, the terms of our existing executive retention agreement with
Mr. Hammond will remain and continue in effect.

Under the Transition Agreement, Mr. Hammond will serve until the Retirement Date
in his current capacity as Senior Vice President, General Counsel and Secretary
reporting to our Chief Executive Officer. Until the Retirement Date, Mr. Hammond
will continue to receive his current salary, benefits and continued equity
vesting. If Mr. Hammond remains in employment through the Retirement Date or if
his employment by the Company is terminated other than for cause prior to the
Retirement Date, (1) all of his then-unvested Company equity grants made prior
to September 1, 2022 will fully vest and (2) he will receive the other payments
and benefits provided under his existing executive retention agreement with the
Company upon a change in control-related termination, which generally consist of
cash severance and payments in respect of benefits coverage. In addition, if the
Retirement Date is extended beyond January 6, 2023 by the Company as described
above, Mr. Hammond will receive a grant of RSUs with a value of $250,000, which
RSUs will become fully vested on the Retirement Date, unless Mr. Hammond resigns
prior to the extended Retirement Date. Such accelerated equity vesting and other
severance benefits are subject to the execution by Mr. Hammond of the release of
claims in favor of the Company as provided in our executive retention agreement
with Mr. Hammond.

The foregoing description of the Transition Agreement is not intended to be complete and is qualified in its entirety by reference to the copy of the Transition 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
                          Letter agreement, dated August 29, 2022, between

Aspen Technology, Inc. and


      10.1^             Frederic G. Hammond

       104              Cover Page Interactive Data File (embedded within the XBRL document)

^ Management contract or compensatory plan or arrangement

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