8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 29, 2006

ASPEN TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-24786	04-2739697
(State or Other Juris- diction of Incorporation	(Commission File Number)	(IRS Employer Identification No.)
Ten Canal Park, Cambridge MA		02141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (617) 949-1000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

Executive Annual Incentive Bonus Plan for Fiscal 2007

On June 29, 2006, the compensation committee of our board of directors approved the Aspen Technology, Inc. Executive Annual Incentive Bonus Plan for our fiscal year ending June 30, 2007. The purpose of this plan is to motivate and reward performance resulting in the achievement of corporate and individual objectives. For fiscal 2007, the employees eligible under this plan include: our president and chief executive officer; our chief financial officer; our senior vice president, marketing; our senior vice president, human resources; our senior vice president and general counsel; our senior vice president, global consulting services; our senior vice president, research and development; our senior vice president, global customer support and training; our senior vice president, corporate strategy; and such other executives as may be determined from time to time by our board of directors or its compensation committee.

Payments under this plan are based on two criteria:

·First, we must achieve a target corporate operating income amount established by our board of directors. This criterion is weighted at 30% to 70% for purposes of determining each eligible executive’s bonus. In order for any bonus to be payable to any executive under the plan, we must achieve at least 80% of the specified corporate operating income target.

·Second, the eligible executive must achieve individual performance objectives approved by our chief executive officer or the compensation committee (in the case of our chief executive officer). This criterion is weighted at 30% to 70%.

The relative weighting of these criteria for each eligible executive is set forth in the plan. No award will be payable to an executive under the plan if the executive’s employment terminates prior to the payment date under the plan; provided that in the event the executive’s employment terminates due to death, incapacity or retirement, then any award payable will be prorated.

A copy of the form of Aspen Technology, Inc. Executive Annual Incentive Bonus Plan for fiscal 2007 is included as Exhibit 99.1 to this Current Report on Form 8-K.

Operations Executives Plan for Fiscal 2007

On June 29, 2006, the compensation committee of our board of directors also approved the Aspen Technology, Inc. Operations Executives Plan for fiscal 2007. The purpose of this plan is to foster our business goals and to reward participants for achieving those goals. For fiscal 2007, the employees eligible under this plan include our regional operations executives for each region and our senior vice president, sales and business development.

Payments under this plan are based on two criteria:

·Corporate performance consists of two components:  (a) our achievement of a target corporate operating income amount established by our board of directors (weighted at 20%) and (b) our chief executive officer’s assessment of the executive’s performance (weighted at 5%). In order for any bonus to be payable to any individual under the plan, we must achieve at least 80% of the corporate operating income target amount.

1

·Regional performance consists of two components:  (a) our achievement of regional operations profit-and-loss targets (weighted at 60%) and (b) our achievement of regional business unit profit-and-loss targets (weighted at 15%).

Except as set forth in the plan, no award will be payable to an executive under the plan if the executive’s employment terminates prior to the payment date under the plan.  A copy of the form of Aspen Technology, Inc. Operations Executives Plan for fiscal 2007 is included as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(c)                                            Exhibits

Exhibit No.	Description
99.1	Form of Aspen Technology, Inc. Executive Annual Incentive Bonus Plan for Fiscal 2007.
99.2	Form of Aspen Technology, Inc. Operations Executives Plan for Fiscal 2007.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASPEN TECHNOLOGY, INC.
Date: July 6, 2006	By:	/s/ Frederic G. Hammond
		Frederic G. Hammond Senior Vice President and General Counsel

3

EX-99.1

Exhibit 99.1

Aspen Technology, Inc.
Executive Annual Incentive Bonus Plan
FY07
For
[NAME OF EXECUTIVE]

I.Purpose

The purpose of Aspen Technology’s (“Company”) Executive Annual Incentive Plan (the “Plan”) is to motivate and reward performance that results in the achievement of key Company objectives as well as individual objectives.

II.Effective Date of Plan

The Plan will operate on a fiscal year basis (“Plan Year”), and is effective from July 1, 2006 through June 30,2007.

III.Eligibility

Eligibility is afforded to those employees:

A.  whose positions are determined by Aspen Technology to have significant impact on the operating results of the Company; and

B.  who have been employed by the Company for six months or more  
       (pro-rated target awards for employment greater than six months and
       less than twelve months).

In FY07, the eligible positions include CEO, CFO, SVP Marketing, SVP HR, SVP R&D, SVP CS&T, SVP Strategy, SVP Global Services and SVP & General Counsel.

Eligibility for the Plan does not guarantee payment of an award. Payment is dependent upon performance. Further, eligibility does not guarantee continuation of employment. If employment terminates prior to the payment date, the award is forfeited unless death, incapacity, or retirement is the cause, in which case, the award would be prorated.

1

IV.Target Award

The Plan is based on the “Target Award” concept, which bases the award on a combination of the Company’s overall performance and your individual performance. In order to achieve the Target Award amount, the Company and the individual must achieve 100% of their pre-established objectives by the end of the Plan Year. The actual award paid to the participant, if any, for a given Plan Year will be based on a combination of the Company’s overall performance and the performance of the Individual, as adjusted for the overall level of bonus pool funding.

The Target Award for each position is the incentive award as defined when 100% of all Plan objectives are met and the Company attains the necessary level of performance to fund the bonus pool at 100%. Target Awards are determined by position title and level of responsibility.

V.Components of Award

For FY 2007, the Target Award will be based on a combination of the FY07 Corporate Operating Income Plan and specified individual MBO’s. The following summarizes the weighting for the various incentive components for FY 2007.

FY07 Plan Components CEO, CFO, SVP Marketing, SVP HR, SVP General Counsel and SVP Strategy	Overall Bonus Weighting	On Target Metric
Corporate Operating Income (COI) Target	70%	$[determined by the Board of Directors]
MBO’s	30%	CEO/Compensation Committee

FY07 Plan Components SVP R&D and SVP CS&T	Overall Bonus Weighting	On Target Metric
Corporate Operating Income (COI) Target	60%	$[determined by the Board of Directors]
MBO’s	40%	CEO/Compensation Committee

2

FY07 Plan Components SVP Global Services	Overall Bonus Weighting	On Target Metric
Corporate Operating Income (COI) Target	30%	$[determined by the Board of Directors]
MBO’s	70%	CEO/Compensation Committee

A. Company Performance

“Company Performance” for Plan purposes is based on the accomplishment of one or more predetermined annual Company objectives, which will be selected each year based on their critical importance to the Company’s success. Company Performance for fiscal year 2007 will be measured based on the achievement of the FY07 Corporate Operating Income Plan. The achievement level will then correspond to a bonus plan funding/weighting percentage according to the following categories:

Actual Corporate Operating Income Achieved		Corporate Operating Income Performance (COI) Funding/Weighting
<	80% of Corp Operating Income Plan	0%
	80% of Corp Operating Income Plan	50%
	90% of Corp Operating Income Plan	75%
	100% of Corp Operating Income Plan	100%
	110% of Corp Operating Income Plan	110%
	120% of Corp Operating Income Plan	130%
	140% of Corp Operating Income Plan	150%
>=	150% of Corp Operating Income Plan	175%

Awards for Company Performance will vary between 0% and 175% of target funding based on the FY07 COI achievement of 80% to 150% of COI Plan. This achievement level and corresponding funding level create the Company’s bonus pool.

B. Individual Performance

Annual objectives for the individual performance (MBO’s) will be developed by the Plan participant in coordination with the CEO or the Compensation Committee of the Board of Directors (in the case of the CEO). For fiscal year 2007, annual objectives will be comprised of select individual objectives. The CEO or the Compensation Committee of the Board of Directors (in the case of the CEO) must approve all MBO’s.

3

MBO Achievement	MBO Performance Multiplier
100% of MBO’s accomplished	100%
Performance on MBO’s does not meet expectations	0%

Awards for individual performance will vary between 0% and 100% of target based on the achievement of specified MBO’s. Evaluation of the success in achieving the identified MBO’s and determining any subsequent payment will be at the sole discretion of the CEO or Compensation Committee of the Board of Directors (in case of the CEO). Any payments for the MBO plan elements are dependent on AspenTech achieving at least 80% of COI goal which funds the MBO segment of the bonus.

Your MBO’s for FY07 are identified in Appendix A.

(Note: The Plan for SVP Global Services will not have COI performance contingency related to payment against MBOs.)

VI.Plan Funding

For fiscal year 2007, Plan funding will be based on the attainment of specified levels of Corporate Operating Income. Funding is contingent upon and proportional to the Company’s attainment of required levels (minimum 80% performance) of Corporate Operating Income to fund the bonus pool. No incentive payment will be made for Corporate Operating Income achievement or MBO’s if the Company does not attain a minimum of 80% of the Corporate Operating Income Target. The funded level as defined by COI performance is then distributed according to bonus weighting specified in Section V.

4

VII.Bonus Calculation

A. Bonus calculation takes into account three components:

·Corporate Operating Income (COI) achievement and corresponding funding percentage (Section V. A.)

·Performance on the Corporate Operating Income (COI) metric, weighted 70% (or as defined in Section V. above);

·Performance on the MBO metric, weighted 30% (or as defined in Section V. above); and

·Target Bonus ($) level (as defined in Appendix A)

B. Bonus calculation is represented by the following formula:

COI Performance Funding % X Target Bonus = Bonus Pool

Bonus Pool x COI Weighting = COI Bonus $

Bonus Pool x MBO Weighting = MBO Pool

MBO Performance Rating x MBO Pool = MBO $ To Be Paid

COI Bonus $ = COI $ To Be Paid

MBO$ + COI$ = Total Bonus Earned

Note: All Actual Plan awards will be adjusted up/down based on Company bonus pool funding levels.

VIII.        Administration

Administration of this Plan will be the responsibility of the CEO or the Compensation Committee of the Board of Directors. Any interpretation of the terms, conditions, goals, or payments from this Plan required because of a dispute will be made solely by the CEO or the Compensation Committee of the Board of Directors after a full review of the facts, input from the affected parties, and with appreciation of the overall intent of the Plan and previous practices.

If any term or condition of this Plan is found to be in non-conformance with a given state or federal law (USA) or local legislation (International locations), that term or condition will be non-enforceable but will not negate other terms and conditions of the Plan. However, Aspen Technology, Inc., will review and modify the overall Plan to conform to such law.

Eligibility and participation in this Plan in no way implies or reflects any guarantee or contract of employment, except as may be stipulated by applicable local law. Aspen Technology, Inc., reserves the right to amend, modify, or terminate this Plan and the procedures set forth herein at any time. Any change to the terms of the Plan will be made in writing by SVP of Human Resources to all Participants in as far in advance as possible of the effective date of such change, and will be subject to acceptance by the Participant. No change shall be retroactive from the date such change is announced.

5

EX-99.2

Exhibit 99.2

Aspen Technology, Inc.
Operations Executives Plan
FY07
For
[Name of Executive]

I.              Purpose

The objective of the Operations Executives Plan (the “Plan”) is to help communicate business goals and to reward the Regional Operations and Global Executives for achieving those goals consistent with the short and long-term success of Aspen Technology, Inc. (the “Company”).

II.Effective Date of Plan

The Plan is effective from July 1, 2006 to June 30, 2007 and supersedes all plans and terms previously in effect. All references in this Plan to fiscal year or fiscal quarters are for fiscal year FY07.

III.Eligibility

The Regional Operations Executives for each region and the Global Executive for Sales and Business Development are eligible to participate in this Plan.

Participants in this Plan are ineligible to participate in other incentive or bonus plans, except as provided to all employees generally.

IV.Plan Structure

There are two elements to the Plan structure

A. Bonus Element — equivalent to 25% of target bonus

                                                —  Corporate Operating Income*                                                      20.0%
                         & #160;                      —  CEO Assessment                                                                           5.0%

B. Commission Element — equivalent to 75% of target bonus

1

                                       —  Regional Contribution Margin (Direct P&L)                             60.0%
                                                —  Regional Operating Margin (Fully Loaded P&L)                     15.0%

*Income/Loss from Operations less Restructuring Charges, extraordinary legal costs, and loss/gain on sales and disposals of assets

V.Bonus Plan Funding and calculation

A. The Bonus element of the plan begins funding at 80% of the COI Target $[determined by the Board of Directors] for FY07. No payment will be made for performance below 80% of COI target. Payments will be made according to performance against target on a linear basis as highlighted in the table below:

		Payment Vs Company Performance
Bonus Element	Employee Target Incentive	79% Achievement	80% Achievement	100% Achievement	120% Achievement	150% Achievement
COI	20%	0%	50%	100%	110%	125%
CEO Assess	5%	0%	Discretionary	100%	Discretionary	Discretionary

B. The Commission element begins funding on a dollar for dollar basis against
     Regional P&L Plan Targets for EMEA/NALA/APAC and the Regional BU P&L 
     target (Appendix A). Payments will be made according to performance on a
     linear basis as highlighted in the table below:

		Payment Vs Company Performance
Commission Element	Target Incentive	10% Achievement	50% Achievement	100% Achievement	120% Achievement	150% Achievement
Regional Contribution	60%	10%	50%	100%	120%	150%
Regional Operating	15%	10%	50%	100%	120%	150%

VI.Payment of Plan

The Bonus element of the plan will be paid on an annual basis within 90 days of the close of the FY07.

The Commission element will be paid on a quarterly basis within 90 days of the close of each quarter once performance against target has been calculated.

All payments under this Plan are subject to all applicable taxes and withholdings.

2

VII.Transition Issues and Guidelines for Special Circumstances

A Participant in the Plan must be actively employed by the Company on the day of the bonus payment except as noted below:

The following are the guidelines for various circumstances and the corresponding treatment of bonus payments:

Circumstance		Bonus Payment
·	Normal or early retirement	·	Prorate bonus
·	Death or Disability	·	Prorate bonus
·	Voluntary termination (prior to bonus payment)	·	No bonus paid
·	Involuntary termination not for cause (prior to bonus payment)	·	Possible Prorate bonus
·	Involuntary termination for cause (prior to bonus payment)	·	No bonus paid
·	Promotion	·	Prorated based on time in position for each Plan

VIII.Administration

Administration of this Plan will be the responsibility of the CEO or the Compensation Committee of the Board of Directors. Any interpretation of the terms, conditions, goals, or payments from this Plan required because of a dispute will be made solely by the CEO or the Compensation Committee of the Board of Directors after a full review of the facts, input from the affected parties, and with appreciation of the overall intent of the Plan and previous practices.

If any term or condition of this Plan is found to be in non-conformance with a given state or federal law (USA) or local legislation (International locations), that term or condition will be non-enforceable but will not negate other terms and conditions of the Plan. However, Aspen Technology, Inc., will review and modify the overall Plan to conform to such law.

Eligibility and participation in this Plan in no way implies or reflects any guarantee or contract of employment, except as may be stipulated by applicable local law. Aspen Technology, Inc., reserves the right to amend, modify, or terminate this Plan and the procedures set forth herein at any time. Any change to the terms of the Plan will be made in writing by SVP of Human Resources to all Participants in as far in advance as possible of the effective date of such change, and will be subject to acceptance by the Participant. No change shall be retroactive from the date such change is announced.

3