Exhibit 10.9
ASPEN TECHNOLOGY, INC.
Restricted Stock Unit
Agreement
Granted Under 2005 Stock Incentive Plan
1. Grant of
Award.
This Agreement
evidences the grant by Aspen Technology, a Delaware corporation
(the “Company”) on ___________, 200 (the
“Grant Date”) to ____________ (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) This award shall not
begin to vest unless the Company is profitable for its fiscal year
ending on June 30, 2007; if the Company is not profitable for
such period, this award shall be null and void. This award shall
vest as to 25% of the original number of RSUs on the date upon
which the earnings for such fiscal year are announced (the
“First Vesting Date”) and as to an additional 6.25% of
the original number of RSUs on the 20 th
business day of each fiscal quarter thereafter until this
award is fully vested on the third anniversary of the First Vesting
Date (the “Final Vesting Date”).
(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.
(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.
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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
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