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Aspen Technology Inc/DE – ‘10-Q’ for 9/30/16 – ‘EX-10.3’

On: Thursday, 10/27/16, at 4:03pm ET · For: 9/30/16 · Accession #: 929940-16-24 · File #: 1-34630

  As Of               Filer                 Filing    For·On·As Docs:Size

10/27/16  Aspen Technology Inc/DE           10-Q        9/30/16   86:6.2M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    489K 
 2: EX-10.2     Material Contract                                   HTML    335K 
 3: EX-10.3     Material Contract                                   HTML     41K 
 4: EX-10.4     Material Contract                                   HTML    140K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
14: R1          Document and Entity Information                     HTML     45K 
15: R2          Consolidated Statements of Operations (Unaudited)   HTML     86K 
16: R3          Consolidated Statements of Comprehensive Income     HTML     43K 
                (Unaudited)                                                      
17: R4          Consolidated Statements of Comprehensive Income     HTML     27K 
                (Unaudited) (Parenthetical)                                      
18: R5          Consolidated Balance Sheets (Unaudited)             HTML    120K 
19: R6          Consolidated Balance Sheets (Unaudited)             HTML     49K 
                (Parenthetical)                                                  
20: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    118K 
21: R8          Interim Unaudited Consolidated Financial            HTML     31K 
                Statements                                                       
22: R9          Significant Accounting Policies                     HTML     60K 
23: R10         Marketable Securities                               HTML     56K 
24: R11         Fair Value                                          HTML     33K 
25: R12         Accounts Receivable                                 HTML     47K 
26: R13         Property and Equipment                              HTML     40K 
27: R14         Acquisitions                                        HTML     45K 
28: R15         Intangible Assets                                   HTML     56K 
29: R16         Goodwill                                            HTML     47K 
30: R17         Accrued Expenses and Other Liabilities              HTML     43K 
31: R18         Credit Agreement                                    HTML     32K 
32: R19         Stock-Based Compensation                            HTML     93K 
33: R20         Stockholders' Deficit                               HTML     42K 
34: R21         Net Income Per Share                                HTML     53K 
35: R22         Income Taxes                                        HTML     34K 
36: R23         Commitments and Contingencies                       HTML     34K 
37: R24         Segment Information                                 HTML     66K 
38: R25         Significant Accounting Policies (Policies)          HTML     73K 
39: R26         Intangible Assets (Policies)                        HTML     56K 
40: R27         Goodwill Goodwill (Policies)                        HTML     48K 
41: R28         Marketable Securities (Tables)                      HTML     54K 
42: R29         Accounts Receivable (Tables)                        HTML     45K 
43: R30         Property and Equipment (Tables)                     HTML     39K 
44: R31         Acquisitions (Tables)                               HTML     34K 
45: R32         Intangible Assets (Tables)                          HTML     52K 
46: R33         Goodwill (Tables)                                   HTML     47K 
47: R34         Accrued Expenses and Other Liabilities (Tables)     HTML     44K 
48: R35         Stock-Based Compensation (Tables)                   HTML     89K 
49: R36         Net Income Per Share (Tables)                       HTML     51K 
50: R37         Segment Information (Tables)                        HTML     64K 
51: R38         Significant Accounting Policies - Revenue           HTML     26K 
                Recognition and Other Licensing Matters (Details)                
52: R39         Significant Accounting Policies - Foreign Currency  HTML     28K 
                Transactions (Details)                                           
53: R40         Significant Accounting Policies - Research and      HTML     27K 
                Development Expense (Details)                                    
54: R41         Marketable Securities - Fair Value, Amortized Cost  HTML     39K 
                and Unrealized Holding Gains (Losses) (Details)                  
55: R42         Fair Value (Details)                                HTML     34K 
56: R43         Accounts Receivable - Schedule of Accounts          HTML     32K 
                Receivable (Details)                                             
57: R44         Accounts Receivable (Details)                       HTML     35K 
58: R45         Property and Equipment - Property, Equipment and    HTML     42K 
                Leasehold Improvements (Details)                                 
59: R46         Acquisitions - Narrative (Details)                  HTML     68K 
60: R47         Acquisitions - Schedule of Recognized Identified    HTML     46K 
                Assets Acquired and Liabilities Assumed (Details)                
61: R48         Intangible Assets - Schedule of Intangible Assets   HTML     40K 
                (Details)                                                        
62: R49         Intangible Assets - Narrative (Details)             HTML     41K 
63: R50         Goodwill - Goodwill, Net (Details)                  HTML     41K 
64: R51         Goodwill - Impairment Loss (Details)                HTML     25K 
65: R52         Accrued Expenses and Other Liabilities - Accrued    HTML     35K 
                Expenses and Other Current Liabilities (Details)                 
66: R53         Accrued Expenses and Other Liabilities - Other      HTML     33K 
                Non-Current Liabilities (Details)                                
67: R54         Credit Agreement (Details)                          HTML     53K 
68: R55         Stock-Based Compensation - Additional Disclosures   HTML     53K 
                (Details)                                                        
69: R56         Stock-Based Compensation - Stock-Based              HTML     38K 
                Compensation Accounting (Details)                                
70: R57         Stock-Based Compensation - Stock-Based              HTML     36K 
                Compensation Expense and its Classification in the               
                Consolidated Statements of Operations (Details)                  
71: R58         Stock-Based Compensation - Stock Option Activity    HTML     77K 
                (Details)                                                        
72: R59         Stock-Based Compensation - RSU Activity (Details)   HTML     54K 
73: R60         Stockholders' Deficit - Stock Repurchase Program    HTML     44K 
                (Details)                                                        
74: R61         Stockholders' Deficit - Accumulated Other           HTML     34K 
                Comprehensive Income (Details)                                   
75: R62         Net Income Per Share - Calculations of Basic and    HTML     48K 
                Diluted Net Income per Share and Basic and                       
                Dilutive Weighted Average Shares Outstanding                     
                (Details)                                                        
76: R63         Net Income Per Share - Stock Options Excluded from  HTML     36K 
                the Computation of Dilutive Weighted Average                     
                Shares Outstanding (Details)                                     
77: R64         Net Income Per Share - Employee Equity Awards       HTML     30K 
                Excluded from the Calculation of Dilutive Weighted               
                Average Shares Outstanding (Details)                             
78: R65         Income Taxes (Details)                              HTML     29K 
79: R66         Commitments and Contingencies - Rental Expense      HTML     30K 
                (Details)                                                        
80: R67         Commitments and Contingencies - Standby Letters of  HTML     28K 
                Credit (Details)                                                 
81: R68         Commitments and Contingencies - Legal Matters       HTML     33K 
                (Details)                                                        
82: R69         Segment Information - Summary of Reportable         HTML     38K 
                Segments' Profits (Details)                                      
83: R70         Segment Information - Reconciliation of Total       HTML     39K 
                Segment Profit to Income before Income Taxes                     
                (Details)                                                        
85: XML         IDEA XML File -- Filing Summary                      XML    151K 
84: EXCEL       IDEA Workbook of Financial Reports                  XLSX     77K 
 8: EX-101.INS  XBRL Instance -- azpn-20160930                       XML   1.28M 
10: EX-101.CAL  XBRL Calculations -- azpn-20160930_cal               XML    200K 
11: EX-101.DEF  XBRL Definitions -- azpn-20160930_def                XML    468K 
12: EX-101.LAB  XBRL Labels -- azpn-20160930_lab                     XML   1.34M 
13: EX-101.PRE  XBRL Presentations -- azpn-20160930_pre              XML    778K 
 9: EX-101.SCH  XBRL Schema -- azpn-20160930                         XSD    137K 
86: ZIP         XBRL Zipped Folder -- 0000929940-16-000024-xbrl      Zip    172K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.3

Aspen Technology, Inc.

FY17 Executive Bonus Plan

For

[Name]


I.	Purpose

The purpose of the Executive Bonus Plan is to motivate and reward eligible participants for achieving Aspen Technology, Inc.’s financial and operational objectives.


II.	Effective Period of Plan

The Plan shall be effective on July 1, 2016 and shall continue through the Plan Year.


III.	Definitions

Bonus Plan Metrics means the objectives set by the Board of Directors against which Plan achievement is measured.

Bonus Pool means the funds available for distribution to participants.

Bonus Target means the bonus potential at 100% Bonus Plan Metric achievement.

Company means Aspen Technology, Inc. and its subsidiaries.

Employee in Good Standing means an employee rated as a “Core Contributor” or higher for the Plan Year and who is not subject to a corrective performance action (e.g. performance improvement plan or performance warning, termination for cause) as of or at any time after the last business day of the applicable Plan assessment period (mid-year or year-end).

Participant means an employee who is a designated Executive whose position is determined by Aspen Technology to have significant impact on the operating results of the Company. For avoidance of doubt, contractors and/or consultants are not Participants.

Plan means this Executive Bonus Plan, as set forth in this instrument and as hereafter amended from time to time.

Plan Year means July 1, 2016 through June 30, 2017.


IV.	Bonus Plan Metrics, Targets and Weights

Plan metrics, targets and weights are approved by the Board of Directors. FY17 plan metrics and weights are:



FY17 Bonus Plan Metric	Weight
Growth in Annual Spend (GAS)	50%
Non-GAAP Corporate Operating Income	25%
Free Cash Flow	25%


V.	Bonus Pool Funding

The Bonus Pool is funded through the achievement of Bonus Plan Metrics. Each metric is measured and funded independently according to the following table:



Bonus Plan Metric Actual Achievement	Bonus Plan Metric Funding Level Based on Actual Achievement
< 70% of Target	0%
70% of Target	50%
80% of Target	70%
90% of Target	90%
100% of Target	100%

A minimum Bonus Plan metric achievement of 70% is required to fund each metric. The funding level ratio is 2:1 for performance between 70% and 89%. The ratio is 1:1 for performance between 90% and 100%. There is no additional funding for Bonus Plan Metric achievement above 100%.


VI.	Bonus Payment(s)

Bonus payments (if any) are paid on a semi-annual basis. There is a mid-year payment and year-end payment opportunity. Bonus payments (if any) are typically made within 90 days of the end of the respective performance periods, consistent with local payroll schedules and requirements. Payments under this Plan are subject to all applicable taxes and withholdings.

The mid-year payment is based on the Company’s mid-year performance against mid-year Bonus Plan Metrics and will not exceed 25% of the annual bonus target.

The year-end payment is based on the Company’s total annual performance against Bonus Plan Metrics, less any mid-year payment received.

Should the mid-year bonus earned be less than the targeted 25% of bonus potential, the unrealized difference (up to the 25% mid-year potential) can be made up at year-end based on achievement against annual Bonus Plan Metrics.


VII.	Discretionary Variation

In addition to awards based on the performance metrics established herein and notwithstanding any limitations (including caps) set forth elsewhere herein, the Compensation Committee of the Board of Directors may authorize discretionary awards to eligible Participants in such amounts as the Committee determines are appropriate and in the best interests of the Company.

In addition, the CEO (in the case of his direct reports) and the Compensation Committee (in the case of the CEO) may reduce any award otherwise payable hereunder by up to 10 percent in his or its discretion to any of said direct reports or to the CEO, as the case may be.


VIII.	Eligibility/Changes in Status

Eligibility for the Plan does not guarantee payment of an award and does not guarantee continuation of employment. If employment ends prior to the end of the performance period any payment eligibility is subject to the Executive Retention Agreement then in force. Should an Executive voluntarily resign after the completion of the performance period, he/she is eligible to receive the earned bonus in accordance with the plan.

Participants must be Employees in Good Standing and meet all eligibility criteria to receive payments under the Plan.

Participants hired between July 1 and September 30 and who are Employees in Good Standing on and after December 31 are eligible for a mid-year payment. Participants hired before April 1 and who are Employees in Good Standing on and after June 30 are eligible for a pro-rated payment in the second half of the Plan Year.

Payments in respect of new hires, promotions, transfers and other job changes will be adjusted on a prorated basis from the effective date of the hire, promotion, transfer or change, as the case may be, to reflect any associated change in base salary. Proration is calculated on the basis of 12 months in a year, such that a Participant must be in the new job for 15 or more days of a month to receive the related adjustment.

Payments, if any for Participants on disability or leave of absence of more than 30 days will be prorated.


IX.	Miscellaneous

Administration of this Plan will be the responsibility of the CEO and 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 by the Chief Executive Officer and the Compensation Committee in the case of a dispute relating to employees other than the CEO, and by the Compensation Committee in the case of a dispute relating to the CEO.

If any term or condition of this Plan is found to contravene applicable law, that term or condition will be interpreted such that it comports with applicable law to the extent possible.

Eligibility and participation in this Plan in no way implies or reflects any guarantee or contract of employment, nor does eligibility for bonus in this current year constitute eligibility in future year(s), except as may be stipulated by applicable law.

The Company, through the Compensation Committee of the Board, reserves the right to modify or terminate this Plan and the procedures set forth herein at any time.

A Participant who believes there is an error in his/her bonus calculation must notify his/her manager within 30 days of a bonus payment date; otherwise, the payment or non-payment to that Participant will be deemed correct.

Appendix A



Employee’s Name:	Manager’s Name:	Organization:	Date Prepared:

FY17 Compensation	Base Salary: $XXX	Bonus Target: $XXX	OTE: $XXX

Employee Signature: _______________________________________ Date: _____________

Manager Signature: ______________________________________ Date: _____________

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	6/30/17	10-K, 4
Filed on:	10/27/16	8-K
For Period end:	9/30/16	4
	7/1/16
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/18/21  Aspentech Corp.                   10-K        6/30/21  118:49M
12/09/20  Aspentech Corp.                   10-K        6/30/20  122:16M

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Filing Submission 0000929940-16-000024 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)