Exhibit 10.43


 


ASPEN TECHNOLOGY, INC.


 


Terms and Conditions of Restricted Stock Unit Agreement

Granted Under 2005 Stock Incentive Plan


 


1.   Grant of Award.


 


These
terms and conditions, together with the notice of grant attached hereto (“Notice”),  evidence the grant by Aspen Technology, a
Delaware corporation (the “Company”), on the grant date set forth in the
Notice (the “Grant Date”) to the individual named in the Notice (the “Participant”)
of restricted stock units of the Company (individually, an “RSU” and
collectively, the “RSUs”) on the terms provided herein and in the Company’s
2005 Stock Incentive Plan (the “Plan”). Each RSU represents the right to
receive one share of the common stock, $0.10 par value per share, of the
Company (“Common Stock”) as provided in this Agreement. The shares of Common
Stock that are issuable upon vesting of the RSUs are referred to in this
Agreement as “Shares.”


 


2.   Vesting; Forfeiture.


 


(a)    The
RSUs shall vest according to the schedule set forth on the Notice.


 


(b)   Except as
otherwise provided in the Plan, by the Board of Directors or pursuant to
agreement between the Company and the Participant, if the Participant’s
employment with the Company terminates for any reason, any portion of this
award that is not vested as of the date of such termination shall be forfeited.
For purposes of this Agreement, employment with the Company shall include
employment with a parent or subsidiary of the Company.


 


3.   Distribution of Shares.


 


(a)    The
Company will distribute to the Participant (or to the Participant’s estate in
the event that his or her death occurs after a vesting date but before
distribution of the corresponding Shares), as soon as administratively
practicable after each vesting date (each such date of distribution hereinafter
referred to as a “Settlement Date”), all of the vested Shares of Common Stock
represented by RSUs that vested before the Settlement Date. If a Settlement
Date occurs during a period during which the Participant may not trade in
securities of the Company because the Company’s insider trading policy imposes
a trading blackout on the Participant, then the Settlement Date shall be
delayed until such trading blackout has ended, unless Company deducts and
retains from the Shares to be distributed upon the Settlement Date, such number
of Shares as is equal in value to the Company’s statutory withholding
obligations with respect to the income recognized by Participant upon the lapse
of the forfeiture provisions set forth in the Agreement (based on statutory
withholding rates for Federal and state tax purposes, including payroll taxes,
that are applicable to such income), and to pay the required amounts to the
relevant taxing authorities.


 


(b)   The
Company shall not be obligated to issue to the Participant the Shares upon the
vesting of any RSU (or otherwise) unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law and other legal
requirements including, without limitation, any applicable federal or state
securities laws and the requirements of any stock exchange upon which shares of
Common Stock may then be listed.


 


4.   Restrictions on Transfer.


 


The
Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise (collectively “transfer”) any
RSUs, or any interest therein, except by will or the laws of descent and
distribution.


 

















 


5.   Dividend and Other Shareholder Rights.


 


Except
as set forth in the Plan, neither the Participant nor any person claiming under
or through the Participant shall be, or have any rights or privileges of, a
stockholder of the Company in respect of the Shares issuable pursuant to the
RSUs granted hereunder until the Shares have been delivered to the Participant.


 


6.   Provisions of the Plan; Reorganization Event; Change in Control Event.


 


This
Agreement is subject to the provisions of the Plan, a copy of which is
furnished to the Participant with this Agreement.


 


7.   Withholding Taxes; Section 83(b) Election.


 


(a)    No
Shares will be delivered pursuant to the vesting of an RSU unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law
to be withheld in respect of the vesting of the RSU. To satisfy any such tax
obligation, the Company may deduct and retain from the Shares to be distributed
upon the Settlement Date such number of Shares as is equal in value to the
Company’s minimum statutory withholding obligations with respect to the income
recognized by the Participant upon the lapse of the forfeiture provisions
(based on minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to such income), and pay
the required amounts to the relevant taxing authorities.


 


(b)   The
Participant acknowledges that no election under Section 83(b) of the
Internal Revenue Code of 1986 may be filed with respect to this award.


 


8.   Miscellaneous.


 


(a)   No
Rights to Employment.   The Participant
acknowledges and agrees that the vesting of the RSUs shall be in accordance
with the vesting schedule set forth in the Notice, and is contingent upon
status as an employee at the time of vesting at the will of the Company (not
through the act of being hired). The Participant further acknowledges and
agrees that the transactions contemplated hereunder and the vesting schedule
set forth in the Notice do not constitute an express or implied promise of
continued engagement as an employee or consultant for the vesting period, for
any period, or at all.


 


(b)   Severability.  
The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable
to the extent permitted by law.


 


(c)   Waiver.  
Any provision for the benefit of the Company contained in this Agreement may be
waived, either generally or in any particular instance, by the Board of
Directors of the Company.


 


(d)   Binding
Effect.   This Agreement shall be binding upon and
inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 4 of this
Agreement.


 


(e)   Notice.  
All notices required or permitted hereunder shall be in writing and deemed
effectively given upon personal delivery or five days after deposit in the United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the other party hereto at the address shown beneath his or its respective
signature to this Agreement, or at such other address or addresses as either
party shall designate to the other in accordance with this Section 8(e).


 


(f)   Pronouns.  
Whenever the context may require, any pronouns used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural, and vice versa.


 


(g)   Entire
Agreement.   This Agreement and the Plan constitute
the entire agreement between the parties, and this Agreement supersedes all
prior agreements and understandings, relating to the subject matter of this
Agreement.


 


(h)   Amendment.  
This Agreement may be amended or modified only by a written instrument executed
by both the Company and the Participant.


 


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(i)   Governing
Law.   This Agreement shall be construed,
interpreted and enforced in accordance with the internal laws of the State of
Delaware, USA without regard to any applicable conflicts of laws principles.


 


(j)   Participant’s
Acknowledgments.   The Participant acknowledges
that he or she: (i) has read this Agreement; (ii) understands the
terms and consequences of this Agreement; and (iii) is fully aware of the
legal and binding effect of this Agreement.


 


(k)   Unfunded
Rights.   The right of the Participant to receive
Common Stock pursuant to this Agreement is an unfunded and unsecured obligation
of the Company. The Participant shall have no rights under this Agreement other
than those of an unsecured general creditor of the Company.


 


(l)   Section 409A.  
Payments under this Agreement are intended to be exempt from, or comply with,
the provisions of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”)
and this Agreement shall be administered and construed accordingly. If any
payment, compensation or other benefit provided to the Participant in
connection with a termination of his employment is determined, in whole or in
part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A
and the Participant is a specified employee as defined in Section 409A(2)(B)(i),
no part of such payments shall be paid before the day that is six (6) months
plus one (1) day after the date of termination (the “New Payment Date”).
The aggregate of any payments that otherwise would have been paid to the
Participant during the period between the date of termination and the New
Payment Date shall be paid to the Participant in a lump sum on such New Payment
Date.


 


Click here to read the 2005
Stock Incentive Plan.


 


Click here to read the 2005
Stock Incentive Plan Prospectus.


 


 


	
   

  	
  ASPEN TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mark E. Fusco

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and
  CEO

  



 


By accepting this grant
online, I hereby acknowledge that I have read these Terms and Conditions, the
2005 Stock Incentive Plan and related prospectus, and agree to all terms and
conditions set forth therein.


 


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