Exhibit 10.21


 


Energous Corporation


 


Non-Employee Director
Compensation Policy


 


Members of the Board of Directors (the
“Board”) of Energous Corporation (the “Company”) who are not employees of the Company or
any subsidiary of the Company (“Directors”) shall be paid the following amounts in consideration for their services
on the Board.


 


Cash Compensation


 


Each Director shall be paid an annual cash retainer of $50,000
prorated for partial years of service and paid quarterly in arrears. The Chairman of the Board, Lead Independent Director and committee
members shall be paid the following additional annual cash retainer amounts paid quarterly in arrears:


 


	Chairman of the Board:	$50,000
	Lead Independent Director:  	$25,000
	Audit Committee Chair:  	$20,000
	Audit Committee Member:	$10,000
	Compensation Committee Chair:  	$15,000
	Compensation Committee Member:  	$5,000
	Corporate Governance and Nominating Committee Chair:  	$10,000
	Corporate Governance and Nominating Committee Member:  	$5,000


 


A Director may elect to receive all or any portion of the cash consideration otherwise payable in respect of a particular calendar
year in the form of deferred stock units (“DSUs”). DSUs are bookkeeping entries representing the equivalent
of shares of the Company’s common stock “Common Stock”) and are paid in shares of Common Stock on the
effective date of the Director’s cessation of services to the Board. To be effective, notice of such election must be delivered
to the Company’s Chief Financial Officer in writing or electronically on a form acceptable to the Company prior to the commencement
of the subject year. If a Director elects to receive DSUs in lieu of cash for a particular calendar year, such Director shall,
on the first trading day following December 31 of the preceding year (the “DSU Grant Date”), be granted a number
of DSUs equal to the cash amount of such election divided by the Fair Market Value of the Common Stock on the DSU Grant Date. Such
DSUs shall be made under and pursuant to the Company’s 2014 Non-Employee Equity Compensation Plan (the “Plan”).
Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan. The DSUs shall not become
vested until the first anniversary of the DSU Grant Date (the “DSU Vesting Date”). If a Director ceases to serve
as a Director before the DSU Vesting Date due to the Director’s death, or if there is a Change in Control prior to the DSU
Vesting Date, then the DSUs shall become fully vested as of the date of such death or Change in Control, as applicable. If a Director
ceases to serve as a Director at any time for any reason other than death before the earlier of the DSU Vesting Date or a Change
in Control, then the DSUs shall become vested pro rata (based on the number of days between the DSU Grant Date and the date of
cessation of services divided by 365), and to the extent the DSUs are not thereby vested they shall be forfeited as of the date
of such cessation of services.


 






    	 	 	 



     


    

 


Equity Compensation


 


On the first trading day following December 31 of each year
(each, an “RSU Grant Date”), each Director will also be awarded a number of restricted stock units (“RSUs”)
equal to $75,000 divided by the Fair Market Value of the Common Stock on the RSU Grant Date; provided, however, a Director may
elect to receive all or any portion of such compensation in the form of DSUs. To be effective, notice of such election must be
delivered to the Company’s Chief Financial Officer in writing or electronically on a form acceptable to the Company prior
to the commencement of the subject year. In addition, the Chairman of the Board, if independent, shall be awarded an additional
25,000 RSUs on the RSU Grant Date. All Director RSUs under this Policy shall be made under and pursuant to the Plan. The RSUs shall
not become vested until the first anniversary of the RSU Grant Date (the “Annual Award Vesting Date”). If a
Director ceases to serve as a Director before the Annual Award Vesting Date due to the Director’s death, or if there is a
Change in Control prior to the Annual Award Vesting Date, then the RSUs shall become fully vested as of the date of such death
or Change in Control, as applicable. If a Director ceases to serve as a Director at any time for any reason other than death before
the earlier of the Annual Award Vesting Date or a Change in Control, then the annual equity grant shall become vested pro rata
(based on the number of days between the RSU Grant Date and the date of cessation of services divided by 365), and to the extent
the RSUs are not thereby vested they shall be forfeited as of the date of such cessation of services. The Board, in its sole discretion
and in recognition for meritorious service, may elect to vest up to 100% of a Director’s unvested equity awards upon retirement.


 


Expense Reimbursement


 


The compensation described in this Policy is in addition to
reimbursement of all out-of-pocket expenses incurred by Directors in attending meetings of the Board.


 


Employee Directors


 


An employee of the Company who serves as a director on the Board
or on the board of directors of a Company subsidiary receives no additional compensation for such service.


 


Section 409A


 


This Policy is intended to comply with Code Section 409A to
the extent subject thereto, and, accordingly, to the maximum extent permitted, the Policy shall be interpreted and administered
to be in compliance therewith. Any payments described in this Policy that are due within the “short-term deferral period”
as defined in Code Section 409A shall not be treated as deferred compensation unless applicable laws require otherwise.


 


Adopted Effective December 17, 2015


 








    	 	2