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

We expect that, effective as of the closing of the proposed transactions with Emerson Electric Co. (the "Transactions"), our President and Chief Executive Officer, Antonio J. Pietri, will enter into an amended executive retention agreement (the "Proposed Retention Agreement"). The Proposed Retention Agreement will supersede Mr. Pietri's existing retention agreement with us. The payments and benefits available under the Proposed Retention Agreement would be the same as those provided under the existing retention agreement, except as expressly noted below.

Under the Proposed Retention Agreement, Mr. Pietri will be provided with certain payments and benefits in the event of a qualifying termination of his employment. A qualifying termination includes a termination without "cause" or a resignation by Mr. Pietri for "good reason" (in each case as defined in the Proposed Retention Agreement). Additional severance benefits are payable upon a qualifying termination within twelve months following a change in control transaction (except that such period will be twenty four months in the case of the Transactions (which extended period represents a change from the terms of the existing retention agreement)).

All severance payments and benefits under the Proposed Retention Agreement are subject to the execution of a release of claims by Mr. Pietri.

For more information concerning the Transactions, please see the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission by Aspen Technology, Inc. on April 18, 2022.

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