OF THIS AGREEMENT BY THE COMPANY IS LIKELY TO CAUSE THE EXECUTIVE
SUBSTANTIAL AND IRREVOCABLE DAMAGE AND THEREFORE, IN THE EVENT OF ANY SUCH
BREACH, IN ADDITION TO SUCH OTHER REMEDIES WHICH MAY BE AVAILABLE, THE EXECUTIVE
SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF.
8.5
GOVERNING LAW.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
8.6
WAIVERS.
NO WAIVER BY THE EXECUTIVE AT ANY TIME OF ANY BREACH OF,
OR COMPLIANCE WITH, ANY PROVISION OF THIS AGREEMENT TO BE PERFORMED BY THE
COMPANY SHALL BE DEEMED A WAIVER OF THAT OR ANY OTHER PROVISION AT ANY
SUBSEQUENT TIME.
8.7
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT BOTH OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
8.8
TAX WITHHOLDING.
ANY PAYMENTS PROVIDED FOR HEREUNDER SHALL BE
PAID NET OF ANY APPLICABLE TAX WITHHOLDING REQUIRED UNDER FEDERAL, STATE OR
LOCAL LAW.
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8.9
ENTIRE AGREEMENT.
THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT
OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN AND
SUPERSEDES ALL PRIOR AGREEMENTS, PROMISES, COVENANTS, ARRANGEMENTS,
COMMUNICATIONS, REPRESENTATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, BY ANY
OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY PARTY HERETO IN RESPECT OF THE
SUBJECT MATTER CONTAINED HEREIN; AND ANY PRIOR AGREEMENT OF THE PARTIES HERETO
IN RESPECT OF THE SUBJECT MATTER CONTAINED HEREIN IS HEREBY TERMINATED AND
CANCELLED.
8.10
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED ONLY BY A
WRITTEN INSTRUMENT EXECUTED BY BOTH THE COMPANY AND THE EXECUTIVE.
8.11
EXECUTIVE'S ACKNOWLEDGEMENTS.
THE EXECUTIVE ACKNOWLEDGES THAT THE
EXECUTIVE: (A) HAS READ THIS AGREEMENT; (B) HAS BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THE EXECUTIVE'S OWN CHOICE OR HAS VOLUNTARILY DECLINED TO SEEK SUCH COUNSEL; (C)
UNDERSTANDS THE TERMS AND CONSEQUENCES OF THIS AGREEMENT; AND (D) UNDERSTANDS
THAT THE LAW FIRM OF WILMERHALE IS ACTING AS COUNSEL TO THE COMPANY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND IS NOT
ACTING AS COUNSEL FOR THE EXECUTIVE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first set forth above.
ASPEN TECHNOLOGY, INC.
By:
/s/ Mark E. Fusco
Title:
President and Chief Executive Officer
[NAME OF EXECUTIVE]
Address:
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