Exhibit 10.21


 


ENERGOUS CORPORATION

2013 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Agreement


 


	GRANTED TO	 	GRANT DATE	 	NUMBER OF 

RESTRICTED 

STOCK UNITS
	 	 	 	 	 
	
        

        [●]
	 	
        

        [●]
	 	
        

        [●]



 


This Restricted Stock Unit Award Agreement
(the “Agreement”) is made between Energous Corporation, a Delaware corporation (the “Company”), and you,
a Service Provider to the Company (“Grantee”).


 


The Company sponsors the 2013 Equity Incentive
Plan (the “Plan”). A Prospectus describing the Plan has been delivered to you. The Plan itself is available upon request,
and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall
have the meanings given to them in the Plan, as modified herein (if applicable).


 


The Restricted Stock Units covered by this
Agreement are subject to the following terms and provisions:


 


		1.	Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the
number of Restricted Stock Units shown above. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of one
(1) share of Stock (a “Share”).



 


		2.	The award of the Restricted Stock Units is subject to the terms and conditions of the Plan and
this Agreement. You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan.



 


		3.	The Restricted Stock Units covered by this Award shall become earned by, and payable to, you in
the amounts and on the dates shown on the attached Exhibit A.



 


		4.	You shall have no voting, dividend, dividend equivalent or other rights as a stockholder with respect
to the Restricted Stock Units unless and until the Restricted Stock Units have vested and Shares have been issued and delivered
pursuant to this Agreement.



 


		5.	You agree that you shall comply with (or provide adequate assurance as to future compliance with)
all applicable securities laws and income tax laws as determined by the Company as a condition precedent to the delivery of any
Shares pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter agreement providing that
(i) you will not distribute or resell any of said Shares in violation of the Securities Act of 1933, as amended, (ii) you will
indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for
any such violation.



 




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		6.	You may designate a beneficiary to receive payment in connection with the Restricted Stock Units
awarded hereunder in the event of your death while in service with the Company in accordance with the Company’s beneficiary
designation procedures, as in effect from time to time. If you do not designate a beneficiary or if your designated beneficiary
does not survive you, then your beneficiary will be your estate.



 


		7.	The existence of this Award shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred
or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.



 


		8.	The Company may, in its sole discretion, decide to deliver any documents related to this or future
Awards that may be granted under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery
and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company
or another third party designated by the Company. Any notice which either party hereto may be required or permitted to give to
the other shall be in writing and may be delivered personally, by interoffice mail, by fax, by electronic mail or other electronic
means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person the Company
may notify you of from time to time; and to you at your electronic mail or postal address as shown on the records of the Company
from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing
from time to time.



 


		9.	Regardless of any action the Company takes with respect to any or all income tax, payroll tax or
other tax-related withholding (Tax-Related Items), you acknowledge that the ultimate liability for all Tax-Related Items owed by
you is and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment
of any Tax-Related Items in connection with any aspect of the grant of Restricted Stock Units, including the grant and vesting
of the Restricted Stock Units the subsequent sale of Shares acquired upon the vesting of the Restricted Stock Units and the receipt
of any dividends; and (ii) does not commit to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce
or eliminate your liability for Tax-Related Items. In the event the Company determines that it must withhold any Tax-Related Items
as a result of your participation in the Plan, you agree as a condition of the grant of the Restricted Stock Units to make arrangements
satisfactory to the Company to enable it to satisfy all withholding requirements, including, but not limited to, withholding any
applicable Tax-Related Items from the pay-out of the Restricted Stock Units. In addition, you authorize the Company to fulfill
its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your other cash
compensation the Company pays to you; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any Shares
received in payment for your Restricted Stock Units; and at the time of payment, withholding Shares sufficient to meet minimum
withholding obligations for Tax-Related Items. The Company may refuse to issue and deliver Shares in payment of any earned Restricted
Stock Units if you fail to comply with any withholding obligation.



  


		10.	In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and
the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement together
with any applicable provisions of any employment agreement constitute the final understanding between you and the Company regarding
the Restricted Stock Units; provided, in the event of any conflict between the terms of an employment agreement and this Agreement,
the terms of the employment agreement govern. Any prior agreements, commitments or negotiations concerning the Restricted Stock
Units are superseded.



 




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IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by its duly authorized officer, and you have hereunto set your hand, all as of the day and year first
above written.


 


	 	 	ENERGOUS CORPORATION
	 	 	 	 
	 	 	By:	 
	[●]	 	Name:	 
	 	 	Title:	 


  




    	 



    	 



    

 


Exhibit A


 


Energous Corporation

2013 Equity Incentive Plan


 


Vesting and Payment of Restricted Stock
Units


 


		(a)	Vesting Schedule. Subject to the provisions
of paragraph (b), the Restricted Stock Units shall become earned and vested in the following installments, if you remain a Service
Provider through each of the vesting dates as follows:



 


	Vesting Date	 	Number of Restricted Stock Units

That Become Earned and Vested
	 	 	 
	[●]	 	[●]
	 	 	 
	[●]	 	[●]
	 	 	 
	[●]	 	[●]
	 	 	 
	[●]	 	[●]


 


		(b)	Impact of Separation from Service. If you
have a Separation from Service prior to any of the above vesting date(s) for any reason (including your death or disability), then
any Restricted Stock Units that had not yet become earned and vested under paragraph (a) above shall be immediately canceled and
forfeited as of the date of such Separation from Service.



 


		(c)	Timing and Form of Payment. Any Restricted
Stock Unit that becomes earned and vested in accordance with paragraph (a) shall be paid to Grantee as soon as practicable upon
vesting; provided, however, any Restricted Stock Unit that becomes earned and vested on [●] in accordance with
paragraph (a) shall be payable on [●]. Payment shall be made in the form of one Share for each Restricted Stock Unit that
is payable.



 


		(d)	Section 409A. This Award is intended to comply
with the requirements of Section 409A of the Code, to the extent applicable. Notwithstanding any provision of the Plan or this
Agreement to the contrary, the Award shall be interpreted, operated and administered consistent with this intent.



 








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