ASPEN TECHNOLOGY, INC.
COMPENSATION COMMITTEE CHARTER
A. Purpose
The purpose of the Compensation Committee is to discharge the
responsibilities of the Board of Directors relating to compensation
of the Company's executive officers.
B. Structure and Membership
- Number. The Compensation Committee shall
consist of at least two members of the Board of Directors.
- Independence. Except as otherwise permitted by
the applicable rules of The Nasdaq Stock Market, each member of the
Compensation Committee shall be an "independent director" as
defined by the applicable rules of The Nasdaq Stock Market.
- Chair. Unless the Board of Directors elects a
Chair of the Compensation Committee, the Compensation Committee
shall elect a Chair by majority vote.
- Compensation. The compensation of Compensation
Committee members shall be as determined by the Board of
Directors.
- Selection and Removal. Members of the Compensation Committee
shall be appointed by the Board of Directors, upon the
recommendation of the Nominating and Corporate Governance
Committee. The Board of Directors may remove members of the
Compensation Committee from such committee, with or without
cause.
C. Authority and Responsibilities
General
The Compensation Committee shall discharge its responsibilities,
and shall assess the information provided by the Company's
management, in accordance with its business judgment.
Compensation Matters
- Executive Officer Compensation. The
Compensation Committee shall review and approve, or recommend for
approval by a majority of the independent directors of the Board of
Directors, executive officer (including the Company's Chief
Executive Officer (the "CEO")) compensation, including salary,
bonus and incentive compensation levels; deferred compensation;
executive perquisites; equity compensation (including awards to
induce employment); severance arrangements; change-in-control
benefits and other forms of executive officer compensation. The
Compensation Committee or the independent directors of the Board of
Directors, as the case may be, shall meet without the presence of
executive officers when approving CEO compensation but may, in its
or their discretion, invite the CEO to be present during approval
of other executive officer compensation.
- Plan Recommendations and Approvals. The
Compensation Committee shall periodically review and make
recommendations to the Board of Directors with respect to
incentive-compensation plans and equity-based plans. In addition to
any recommendation provided by the Compensation Committee to the
full Board of Directors, the Compensation Committee shall approve,
or recommend for approval by a majority of the independent
directors of the Board of Directors, any tax-qualified,
non-discriminatory employee benefit plans (and any parallel
nonqualified plans) for which stockholder approval is not sought
and pursuant to which options or stock may be acquired by officers,
directors, employees or consultants of the Company.
- Incentive Plan Administration. The
Compensation Committee shall exercise all rights, authority and
functions of the Board of Directors under all of the Company's
stock option, stock incentive, employee stock purchase and other
equity-based plans, including without limitation, the authority to
interpret the terms thereof, to grant options thereunder and to
make stock awards thereunder; provided, however, that, except as
otherwise expressly authorized to do so by a plan or resolution of
the Board of Directors, the Compensation Committee shall not be
authorized to amend any such plan. To the extent permitted by
applicable law and the provisions of a given equity-based plan, and
consistent with the requirements of applicable law and such
equity-based plan, the Compensation Committee may delegate to one
or more executive officers of the Company the power to grant
options or other stock awards pursuant to such equity-based plan to
employees of the Company or any subsidiary of the Company who are
not directors or executive officers of the Company.
- Director Compensation. The Compensation
Committee shall periodically review and make recommendations to the
Board of Directors with respect to director compensation.
- Compensation Committee Report on Executive
Compensation. The Compensation Committee shall prepare for
inclusion where necessary in a proxy or information statement of
the Company relating to an annual meeting of security holders at
which directors are to be elected (or special meeting or written
consents in lieu of such meeting), the report described in Item
402(k) of Regulation S-K.
- Compensation Committee Report on Repricing of
Options/SARs. If during the last fiscal year of the
Company (while the Company was a reporting company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (the "Exchange
Act")) any adjustment or amendment was made to the exercise price
of any stock option or stock appreciation right previously awarded
to a "named executive officer" (as such term is defined from time
to time in Item 402(a)(3) of Regulation S-K), the Compensation
Committee shall furnish the report required by Item 402(i) of
Regulation S-K.
- Additional Powers. The Compensation Committee
shall have such other duties as may be delegated from time to time
by the Board of Directors.
D. Procedures and Administration
- Meetings. The Compensation Committee shall
meet as often as it deems necessary in order to perform its
responsibilities. The Compensation Committee may also act by
unanimous written consent in lieu of a meeting. The Compensation
Committee shall keep such records of its meetings as it shall deem
appropriate.
- Subcommittees. The Compensation Committee may
form and delegate authority to one or more subcommittees as it
deems appropriate from time to time under the circumstances
(including (a) a subcommittee consisting of a single member and (b)
a subcommittee consisting of at least two members, each of whom
qualifies as a "non-employee director," as such term is defined
from time to time in Rule 16b-3 promulgated under the Exchange Act,
and an "outside director," as such term is defined from time to
time in Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder).
- Reports to Board. The Compensation Committee
shall report regularly to the Board of Directors.
- Charter. The Compensation Committee shall
periodically review and reassess the adequacy of this Charter and
recommend any proposed changes to the Board of Directors for
approval.
- Consulting Arrangements. The Compensation
Committee shall have the authority to retain and terminate any
compensation consultant to be used to assist in the evaluation of
executive officer compensation and shall have authority to approve
the consultant's fees and other retention terms. The Compensation
Committee shall also have authority to commission compensation
surveys or studies as the need arises. The Compensation Committee
is empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such consultants as
established by the Compensation Committee.
- Independent Advisors. The Compensation
Committee shall have the authority, without further action by the
Board of Directors, to engage such independent legal, accounting
and other advisors as it deems necessary or appropriate to carry
out its responsibilities. Such independent advisors may be the
regular advisors to the Company. The Compensation Committee is
empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such advisors as
established by the Compensation Committee.
- Investigations. The Compensation Committee
shall have the authority to conduct or authorize investigations
into any matters within the scope of its responsibilities as it
shall deem appropriate, including the authority to request any
officer, employee or advisor of the Company to meet with the
Compensation Committee or any advisors engaged by the Compensation
Committee.
- Annual Self-Evaluation. At least annually, the
Compensation Committee shall evaluate its own performance.