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

On April 21, 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 Mr. Hague's intention to retire effective on October 1, 2022. Except as described below, the terms of our existing executive retention agreement with Mr. Hague will remain and continue in effect.

Under the Transition Agreement, Mr. Hague will serve as Executive Vice President, with primary responsibilities to be assigned by our Chief Executive Officer. From April 21, 2022 through October 1, 2022, Mr. Hague's current compensation, annual target bonus opportunity and benefits will continue and his currently outstanding equity grants will continue to vest in accordance with their terms. Mr. Hague will also receive, by no later than May 1, 2022, a restricted stock unit grant with a value of $500,000, or the Transition RSU, which will vest in 16 equal end-of-quarter installments beginning on June 30, 2022, subject to acceleration of vesting as described below.

In addition, Mr. Hague will be entitled to receive on October 1, 2022 (subject to his continued employment) or on such earlier date as of which his employment is terminated by us without Cause, by him with Good Reason or by reason of his death or Disability (each such capitalized term as defined in the Transition Agreement):

•accelerated vesting in full of his then-outstanding and unvested equity awards, including the Transition RSU but excluding the restricted stock unit award granted to him on October 10, 2021 (which was granted as part of a retention program adopted in connection with the strategic transaction with Emerson Electric Co.); and

•the payments and other benefits 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);

in each case subject to, among other requirements, Mr. Hague's execution and non-revocation of a release of claims.

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 April 21, 2022, between Aspen Technology, Inc and
      10.1^             John Hague

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

^ Management contract or compensatory plan or arrangement

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