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, at the time he or she exercises this Agreeme