ASPEN TECHNOLOGY, INC. AUDIT COMMITTEE POLICIES AND PRACTICES

I. POLICIES

A. Hiring Employees and Former Employees of the Company's Independent Auditor. As contemplated by the Audit Committee Charter, the Audit Committee has adopted the following policies regarding the hiring of employees or former employees of the Company's independent auditor:

1. The Company will not hire any person who (a) is or was employed by the Company's current outside auditor and (b) who participated in any capacity in the audit of the Company during the one-year period preceding the date of the initiation of the most recent audit:

   (i) as chief executive officer, controller, chief financial officer, chief accounting officer, or any other equivalent position, unless, in connection with such employment, the Audit Committee determines to engage a new outside audit firm;
   
   (ii) to a Director level position in the Company's finance department or into another Director level position involving financial reporting, unless the Audit Committee is given prior notification of the Company's plans to hire such person; or
   
   (iii) to a position in the Company's internal audit group.

B. Policy For Raising and Investigating Complaints or Concerns About Accounting or Auditing Matters. As contemplated by the Audit Committee Charter, the Audit Committee has established the following procedures for:

• the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and
• the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

1. Policy Objectives
   
   (a) The objective of this policy is to provide a mechanism by which complaints and concerns regarding accounting, internal accounting controls or auditing matters may be raised and addressed without the fear or threat of retaliation.
   
   (b) The Company desires and expects that its employees, directors, officers, contractors, sub-contractors, customers and creditors, and others doing business with it, will report any complaints or concerns they may have regarding accounting, internal accounting controls or auditing matters.
2. Procedures for Raising Complaints and Concerns
   
   (a) Persons with complaints regarding accounting, internal accounting controls or auditing matters or concerns regarding questionable accounting or auditing matters may submit such complaints or concerns to the attention of Company's Chief Executive Officer, Chief Financial Officer or General Counsel using any of the following procedures:
   
   (i) By sending a letter or other writing to the Company's principal executive offices;
   (ii) By telephone, using a toll-free telephone number;
   (iii) By e-mail.
   
   (b) Complaints and concerns may be made anonymously to any of the above individuals.
3. Procedures for Investigating and Resolving Complaints and Concerns
   
   (a) All complaints and concerns received will be forwarded to the Audit Committee of the Board of Directors, unless they are determined to be without merit by both the General Counsel and Chief Financial Officer of the Company. In any event, a record of all complaints and concerns received will be provided to the Audit Committee each fiscal quarter.
   
   (b) The Audit Committee will evaluate any complaints or concerns received (including those reported to the committee on a quarterly basis and which the General Counsel and CFO have previously determined to be without merit). If the Audit Committee requires additional information to evaluate any complaint or concern, it may conduct an investigation, including interviews of persons believed to have relevant information. The Audit Committee may, in its discretion, assume responsibility for directing or conducting any investigation or may delegate such responsibility to another person or entity.
   
   
   (c) After its evaluation of the complaint or concern, the Audit Committee will authorize such follow-up actions, if any, as deemed necessary and appropriate to address the substance of the complaint or concern. The Company reserves the right to take whatever action it believes appropriate, up to and including discharge of any employee deemed to have engaged in improper conduct.
   
   (d) Regardless of whether a complaint or concern is submitted anonymously, the Company will strive to keep all complaints and concerns and the identity of those who submit them and participate in any investigation as confidential as possible, limiting disclosure to those with a business need to know.
   
   (e) The Company will not penalize or retaliate against any person or entity for reporting a complaint or concern, unless it is determined that the complaint or concern was made with knowledge that it was false. The Company will not tolerate retaliation against any person or entity for submitting, or for cooperating in the investigation of, a complaint or concern). Moreover, any such retaliation is unlawful and may result in criminal action. Any retaliation will warrant disciplinary action against the offending party, up to and including termination of employment.
   
   (f) The Company shall retain records of all complaints and concerns received, and the disposition thereof, for five years.
4. Education of Employees Regarding Procedures
   
   The Company shall reflect this policy as part of the Company's Code of Business Conduct and Ethics.

C. Procedure for pre-approving non-audit fees. The Company shall not engage its auditor to perform any non-audit service unless the service is approved in advance by the Audit Committee or by the Chairman of the Audit Committee. Any action by the Chairman of the Audit Committee to pre-approve a non-audit service shall be presented to the full Audit Committee at the next following meeting of the full Audit Committee. No pre-approval shall be required, however, with respect to the provision of a non-audit service if:

(a) the aggregate amount of all such non-audit services provided to the Company constitutes not more than 5% of the total amount of revenues provided by the Company to the auditor during the fiscal year in which the non-audit services are provided;

(b) such services were not recognized by the Company at the time of the engagement to be non-audit services; and

(c) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or the Chairman of the Audit Committee.