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  Exhibit 10.42    
    


 
    ASPEN TECHNOLOGY, INC.    
    
    Terms and Conditions of Restricted Stock Unit Agreement
  Granted Under 2010 Equity 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 2010 Equity 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. 


        (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. 



 






 



					
	 
	 	 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 2010 Equity Incentive Plan and related prospectus, and agree to all terms
and conditions set forth therein.











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Exhibit 10.42


ASPEN TECHNOLOGY, INC. Terms and Conditions of Restricted Stock Unit Agreement Granted Under 2010 Equity Incentive Plan