Exhibit 10.8
Aspen Technology, Inc.
Terms and Conditions of Stock Option
Agreement
Granted Under 2005 Stock Incentive Plan
1.
Grant of Option .
These terms and
conditions together with the notice of grant of stock option (the
“Notice”) set forth on the cover page to which they are
attached constitute an Agreement evidencing the grant by Aspen
Technology, Inc., a Delaware corporation (the
“Company”), on the grant date set forth in the Notice
(the “Grant Date”) to the employee named in the Notice
(the “Participant”), of an option to purchase, in whole
or in part, on the terms provided herein and in the Company’s
2005 Stock Incentive Plan (the “Plan”), the number
of shares (the “Shares”) of common stock, $0.10 par
value per share, of the Company (“Common Stock”) set
forth on the Notice, at a strike price set forth per Share set
forth in the Notice. Unless earlier terminated, this
Agreement shall expire at 5:00 p.m., Eastern Time, on the
Expiration Date set forth in the Notice (the “Final Exercise
Date”).
To the extent
permitted by the Code (as defined below) and designated in the
Notice, it is intended that the option evidenced by this Agreement
shall be an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “Code”) or a nonqualified
stock option, to the extent designated in this Notice.
2.
Vesting Schedule .
The options
granted hereunder will vest according to the schedule set forth on
the Notice. The right of exercise shall be cumulative so that to
the extent the option is not exercised in any period to the maximum
extent permissible it shall continue to be exercisable, in whole or
in part, with respect to all Shares for which it is vested until
the earlier of the Final Exercise Date or the termination of this
Agreement under Section 3 hereof or the Plan.
3.
Exercise of Option .
(a)
Form of Exercise . Each election to exercise this
Agreement shall be in the manner permitted by the Company’s
third party stock incentive plan administrator. If no such
third party administrator is administering the Plan at such time,
such election shall be in writing, signed by the Participant and
received by the Company at its principal office, accompanied by
this Agreement and payment in full in the manner provided in the
Plan, or as otherwise provided in the Plan. The Participant
may purchase less than the number of shares covered hereby,
provided that no partial exercise of this Agreement may be
for any fractional share.
(b)
Continuous Relationship with the Company Required .
Except as otherwise provided in this Section 3, this Agreement
may not be exercised unless the Participant, a
