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): April 21, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On April 21, 2022, we entered into a letter agreement, or the Transition Agreement, with John W. Hague, who had been serving most recently as our Executive Vice President, Operations, relating to Mr. Hague’s intention to retire effective on October 1, 2022. Except as described below, the terms of our existing executive retention agreement with Mr. Hague will remain and continue in effect.
Under the Transition Agreement, Mr. Hague will serve as Executive Vice President, with primary responsibilities to be assigned by our Chief Executive Officer. From April 21, 2022 through October 1, 2022, Mr. Hague’s current compensation, annual target bonus opportunity and benefits will continue and his currently outstanding equity grants will continue to vest in accordance with their terms. Mr. Hague will also receive, by no later than May 1, 2022, a restricted stock unit grant with a value of $500,000, or the Transition RSU, which will vest in 16 equal end-of-quarter installments beginning on June 30, 2022, subject to acceleration of vesting as described below.
In addition, Mr. Hague will be entitled to receive on October 1, 2022 (subject to his continued employment) or on such earlier date as of which his employment is terminated by us without Cause, by him with Good Reason or by reason of his death or Disability (each such capitalized term as defined in the Transition Agreement):
•accelerated vesting in full of his then-outstanding and unvested equity awards, including the Transition RSU but excluding the restricted stock unit award granted to him on October 10, 2021 (which was granted as part of a retention program adopted in connection with the strategic transaction with Emerson Electric Co.); and
•the payments and other benefits set forth in his existing executive retention agreement (except that the vesting of his October 10, 2021 retention grant, as referenced above, will not accelerate);
in each case subject to, among other requirements, Mr. Hague’s execution and non-revocation of a release of claims.
The foregoing description of the Transition Agreement is not intended to be complete and is qualified in its entirety by reference to the copy of the Transition Agreement included as Exhibit 10.1 to this report and incorporated in this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1^ | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) | |||||||
^ Management contract or compensatory plan or arrangement
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: April 27, 2022 | By: | /s/ Frederic G. Hammond | ||||||
| Frederic G. Hammond | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||
Aspen Technology, Inc. [phone] 781-221-5400 [world wide web] www.aspentech.com 20 Crosby Drive [fax] 781-221-5213 [e-mail] info@aspentech.com Bedford, MA 01730 USA aspentech April 21, 2022 Mr. John Hague Dear John: This letter confirms our agreement on your new role at AspenTech as Executive Vice President of Aspen Technology, Inc. (the "Company"), reporting to the Chief Executive Officer (with primary responsibilities to be assigned by the Chief Executive Officer) effective as of April 21, 2022 and continuing through October 1, 2022 (the "Retirement Date"). This letter agreement sets forth our agreement with respect to your continued employment from and after the date hereof through the Retirement Date (the "Transition Period"). Reference is hereby made to the Amended and Restated Executive Retention Agreement dated as of January, 2019 between you and the Company (as amended hereby, the "ERA"). Capitalized terms used but not defined in this letter agreement and defined in the ERA shall have the respective meanings ascribed to them in the ERA. Except as otherwise provided herein, the terms of the ERA and your rights and obligations thereunder shall remain and continue in effect. Your employment with the Company will terminate automatically on the Retirement Date and you shall be deemed to have resigned from all positions with the Company at such time. The Retirement Date will be your last day of employment with the Company for all purposes, including for purposes of participation in and coverage under benefit plans and programs sponsored by the Company and its affiliates, except as otherwise provided herein. Following the Retirement Date (or, if earlier, a termination of your employment), you may not represent yourself as being an employee, officer, agent or other representative of the Company or any of its affiliates. During the Transition Period, you will remain an active employee of the Company and will hold the position and perform the duties assigned to you by the Chief Executive Officer (as described above). While you are employed by the Company during the Transition Period, you will continue to be entitled to the following: (a) continued base salary and annual target bonus opportunity at the level currently in effect; (b) continued participation in Company benefits, as may be in effect or amended from time to time; and 1 Error! Unknown document property name.
