Preview | Employment and Change of Control Agreement |

THIS EMPLOYMENT AGREEMENT dated as of December 7, 2004 (this Agreement) is entered into between Aspen Technology, Inc., a Delaware corporation (AspenTech) and Mark Fusco (the Executive).

AspenTech considers it essential to the best interests of its stockholders to retain the services of the Executive, and that appropriate steps should be taken to reinforce and encourage the continued attention and dedication the Executive to his assigned duties.

In consideration of the premises and the mutual covenants herein contained, and for other valuable consideration, AspenTech and the Executive hereby agree as follows:

The definitions of capitalized terms used in this Agreement are provided in the last section hereof.

This Agreement shall commence on the date hereof and shall continue in effect until the Termination Date.

AspenTech agrees to employ the Executive in the position of President and Chief Executive Officer. The Executive agrees, while employed hereunder, to perform his duties faithfully on a full-time basis and to the best of his ability. The Executive will report to the Board of Directors and will remain a member of the Board of Directors. The Executives official start date will be January 3, 2005.

It is also understood and agreed that the Executive may serve on civic, charity or corporate boards during his employment with AspenTech so long as it does not interfere with his duties as Director, President and Chief Executive Officer of AspenTech.

As compensation for the Executives services during the Term, AspenTech shall pay the Executive an annual base salary, initially at the rate of $ 400,000 per year, subject to merit increases on an annual basis.

The Executive will have a bonus potential equal to $400,000. For the first year the Executive will receive 50% of the bonus guaranteed ($200,000) upon completion of 6 months service, and the remaining 50% of the bonus guaranteed ($200,000) upon completion of one year service with AspenTech. Such amounts will be payable within 30 days of June 30 and December 31, 2005 respectively. After completion of the Executives

first year of service, the bonus will be payable based on the Compensation Committees review of the Executives performance against established targets and at such time as other Executive bonuses are paid.

5. Stock Options.

The Executive will receive an option to purchase 1,100,000 shares of AspenTech Common Stock upon grant by the AspenTech Compensation Committee. The options shall be granted with 500,000 immediately vested, and 600,000 vesting at 1/16 at the end of each calendar quarter, beginning with the first full quarter following the date of grant. These options will be granted no sooner than the third and no later than the tenth business day following the first date after the date hereof upon which (a) AspenTech shall have filed all reports required to be filed by AspenTech under Section 13 of the Securities Exchange Act of 1934, as amended, and (b) the Executive shall have become a full time employee of AspenTech. The Executive will also be eligible to receive future grants of options, or if available, restricted stock or other equity awards, at the discretion of the Compensation Committee which, considering the Executives performance, will seek to provide the Executive with a level of equity participation comparable to other chief executive officers of comparable companies.

6. Employee Benefits

The Executive will also be eligible to receive AspenTechs standard Executive benefits including paid vacation (minimum 5 weeks), paid holidays, life, AD&D, long-term disability insurance, PPO medical and dental plans, 401K plan, and Executive Stock Purchase Plan. Additional information regarding these plans is contained in plan documents and summaries that the Executive will be provided. All benefits under these and any other company compensation or benefit plans are subject to the terms and conditions stated in the plan documents and summaries. AspenTech reserves the right to modify, amend, or terminate any compensation or benefit plan at any time in its sole discretion.

7. Corollary Agreements

7.1 AspenTech agrees to reimburse the Executive up to $10,000 for reasonable legal fees incurred in connection with the review of his employment arrangements.

7.2 AspenTech agrees that, in the event that the Executives bonus from Ajilon is not paid when due (on or before March 31, 2005), then it will pay Executive up to $200,000 upon assignment to AspenTech of Executives bonus claim in the amount of the payment made by AspenTech to Executive.

7.3 Contemporaneously herewith, the Executive is executing and delivering to AspenTech a Confidentiality And Non-Competition Agreement in the form attached as EXHIBIT 1. The terms of such agreement are hereby incorporated and made a part of this Agreement, as if set forth herein.

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