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 24, 2008

ASPEN TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (781) 221-6400

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):

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

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

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

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

Executive Annual Incentive Bonus Plan for Fiscal 2009

On June 24, 2008, 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, 2009. The purpose of this plan is to motivate and reward performance resulting in the achievement of corporate and individual objectives. For fiscal 2009, the employees eligible under this plan include our chief executive officer and the Executive Vice President - Field Operations; the Chief Financial Officer; the Senior Vice President, Marketing; the Senior Vice President, Human Resources; the Senior Vice President, Research & Development; the Senior Vice President, Worldwide Customer Service & Training; the Senior Vice President, Strategy; the Senior Vice President and General Counsel; 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 a combination of the company’s overall performance and the eligible executive’s individual performance.

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 Aspen Technology, Inc. Executive Annual Incentive Bonus Plan for fiscal 2009 is included as Exhibit 99.1 to this Current Report on Form 8-K.

Operations Executives Plan for Fiscal 2009

On June 24, 2008, the compensation committee of our board of directors also approved the Aspen Technology, Inc. Operations Executives Plan for fiscal 2009. The purpose of this plan is to help communicate our business goals and to reward participants for achieving those goals. For fiscal 2009, the employees eligible under this plan include our regional operations executives for each region, and the Senior Vice President, Worldwide Sales Operations; the Senior Vice President, Worldwide Professional Services; and the Vice President, Pharmaceuticals.

Payments under this plan are based on two criteria:

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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 Aspen Technology, Inc. Operations Executives Plan for fiscal 2009 is included as Exhibit 99.2 to this Current Report on Form 8-K.

(d)   Exhibits

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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.

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Exhibit 99.1

Aspen Technology, Inc.

Executive Annual Incentive Bonus Plan

FY09

For

“ NAME “

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, 2008 through June 30, 2009.

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 FY09, the eligible positions include CEO, EVP-Field Operations, CFO, SVP Marketing, SVP HR, SVP R&D, SVP WW CS&T, SVP Strategy 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.

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 FY09, the Target Award will be based on a combination of the FY09 Corporate Operating Income Plan and specified individual MBO’s. The following summarizes the weighting for the various incentive components for FY09.

A.  Company Performance (Corporate Operating Income)

“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 2009 will be measured based on the achievement of the FY09 Corporate Operating Income Plan. The achievement level will then correspond to a bonus plan funding/weighting percentage according to the following categories:

Awards for Company Performance will vary between 0% and 175% of target funding based on the FY09 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 (MBO & CEO Assessment)

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 2008, 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.

A second level will be individual performance as assessed by the CEO or the Compensation Committee of the Board of Directors (in the case of the CEO) will be included in the Plan.

Awards for individual performance will vary between 0% and 100% of target based on the achievement of specified MBO’s and on individual assessment by CEO. Evaluation of the success in achieving the identified MBO’s and the CEO Assessment 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 these elements are dependent on AspenTech achieving at least 80% of COI goal which funds the MBO segment of the bonus.

Your MBO’s for FY09 are identified in Appendix A.

VI.          Plan Funding

For fiscal year 2009, 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.

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 25% and CEO Assessment, weighted at 5% (or as defined in Section V. above); and

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

B. The annual bonus potential is determined by a calculation of COI performance (see V.A.) times the annual bonus target:

COI Performance (%funding) X Annual Target Bonus = Adjusted Bonus Potential (ABP)

Adjusted Bonus Potential x COI Weighting = COI Target Bonus $

Adjusted Bonus Potential x MBO Weighting = MBO Target Bonus $

Adjusted Bonus Potential x CEO Assessment = CEO Target Bonus $

COI Target Bonus $ = COI $ To Be Paid

MBO Target Bonus $ x MBO Performance Rating = MBO $ To Be Paid

CEO Target Bonus $ x CEO Assessment = CEO Assessment $ To Be Paid

COI$ + MBO$ + CEO$ = Total Bonus Earned

C. Illustration

The following illustrations demonstrate sample calculations for determining potential bonus payments.

Underperforming Bonus

Overperforming Bonus

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.

Appendix A

FY09 Performance Objectives

To Be Completed by Employee and Manager.  List your top 3 performance objectives for FY09.

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Exhibit 99.2

Aspen Technology, Inc.

Operations Executives Plan

FY09

For

VIII.                      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”).

IX.                                Effective Date of Plan

The Plan is effective from July 1, 2008 to June 30, 2009 and supersedes all plans and terms previously in effect. All references in this Plan to fiscal year or fiscal quarters are for fiscal year FY09.

X.                                    Eligibility

In FY09 the Regional Operations Executives for each region, the SVP WW Sales Operations, the SVP WW Professional Services and VP, Pharmaceuticals are eligible to participate in this Plan. 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 (age 60 years or older) is the cause, in which case, the award would be prorated.

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

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XI.                               Plan Structure

There are two elements to the Plan structure

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

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

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

XII.         Bonus Plan Funding and calculation

A. The Bonus element of the plan begins funding upon achievement of 80% of the COI Target) for FY09. 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:

B. The Commission element begins funding on a dollar for dollar basis against Regional Contribution Margin (Direct P&L) and the Regional Operating Margin (Fully Loaded P&L target). See Appendix A. Payments will be made according to performance on a linear basis as highlighted in the table below:

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XIII.       Payment of Plan

The Bonus element of the plan will be measured and paid on an annual basis.

The Commission element will be measured and paid on a quarterly basis.

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

XIV.       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:

XV.                           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

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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.

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Appendix A

FY09 Performance Objectives

To Be Completed by Employee and Manager.  List your top 3-5 performance objectives for FY ‘09.

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