On August 29, 2022, Aspen Technology, Inc. entered into a letter agreement, or the Transition Agreement, with Frederic G. Hammond, 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. Except the terms of 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 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, 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 executive retention agreement with Mr. Hammond.