Exhibit 10.12


 


Fluence
Energy, Inc.

Non-Employee Independent Director Compensation Policy


 


Non-employee independent
members of the board of directors (the “Board”) of Fluence Energy, Inc. (the “Company”)
shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Independent Director Compensation Policy
(this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable,
automatically and without further action of the Board, to each member of the Board who (a) is not an employee of the Company or
any parent or subsidiary of the Company and (b) was not nominated to the Board by The AES Corporation (“AES”), Siemens
Industry, Inc. (“SII”) or Qatar Holding LLC (“QHL”) or any of their respective affiliates pursuant to their
respective nomination rights set forth in the Stockholders Agreement, dated as of the Effective Date, by and among the Company, AES,
SII and QHL (each, a “Non-Employee Independent Director”) who may be eligible to receive such cash or equity
compensation, unless such Non-Employee Independent Director declines the receipt of such cash or equity compensation by written notice
to the Company. This Policy shall become effective after the effectiveness of the Company’s Form S-1 Registration (the “Effective
Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended,
modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior
cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Independent
Directors and between any subsidiary of the Company and any of its non-employee independent directors.


 


1.            Cash
Compensation.


 


(a)            Annual
Retainers. Each Non-Employee Independent Director shall receive an annual retainer of $50,000 for service on the Board.


 


(b)           Additional
Annual Retainers. In addition, a Non-Employee Independent Director shall receive the following annual retainers:


 


(i)              Chairperson
of the Board. A Non-Employee Independent Director serving as Chairperson of the Board shall receive an additional annual retainer of
$25,000 for such service.


 


(ii)             Audit
Committee. A Non-Employee Independent Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer
of $10,000 for such service.


 


(iii)            Compensation
Committee. A Non-Employee Independent Director serving as Chairperson of the Compensation Committee shall receive an additional annual
retainer of $10,000 for such service.


 


(iv)            Nominating
and Corporate Governance Committee. A Non-Employee Independent Director serving as Chairperson of the Nominating and Corporate Governance
Committee shall receive an additional annual retainer of $10,000 for such service.


 






     


     


    

 


(c)            Payment
of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a
calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter.
In the event a Non-Employee Independent Director does not serve as a Non-Employee Independent Director, or in the applicable positions
described in Section 1(b), for an entire calendar quarter, such Non-Employee Independent Director shall receive a prorated portion
of the retainer(s) otherwise payable to such Non-Employee Independent Director for such calendar quarter pursuant to Sections 1(a) and
1(b), with such prorated portion determined by multiplying such otherwise payable retainer(s) by a fraction, the numerator of which
is the number of days during which the Non-Employee Independent Director serves as a Non-Employee Independent Director or in the applicable
positions described in Section 1(b) during the applicable calendar quarter and the denominator of which is the number of days
in the applicable calendar quarter.


 


2.            Equity
Compensation. Non-Employee Independent Directors shall be granted the equity awards described below. The awards described below shall
be granted under and shall be subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable
Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity
Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in
substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set
forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan.


 


(a)            Effective
Date Awards. Each Non-Employee Independent Director who (i) serves on the Board as of the Effective Date and (ii) will
continue to serve as a Non-Employee Independent Director immediately following the Effective Date, shall be automatically granted, on
the Effective Date, an award of restricted stock units that has an aggregate fair value on the date of grant of $100,000 (as determined
in accordance with FASB Accounting Codification Topic 718 (“ASC 718”) and subject to adjustment as provided
in the Equity Plan in each case). The awards described in this Section 2(a) shall be referred to herein as the “Effective
Date Awards”). For the avoidance of doubt, a Non-Employee Independent Director eligible to receive an Effective Date Award
shall not be eligible to receive an Initial Award (as defined below).


 


(b)            Annual
Awards. Each Non-Employee Independent Director who (i) serves on the Board as of the date of any annual meeting of the Company’s
stockholders (an “Annual Meeting”) after the Effective Date and (ii) will continue to serve as a Non-Employee
Independent Director immediately following such Annual Meeting, shall be automatically granted, on the date of such Annual Meeting, an
award of restricted stock units that has an aggregate fair value on the date of grant of $100,000 (as determined in accordance with ASC
718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall be referred
to as the “Annual Awards.” For the avoidance of doubt, a Non-Employee Independent Director elected for the
first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive
any Initial Award on the date of such Annual Meeting as well.


 






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(c)            Initial
Awards. Except as otherwise determined by the Board, each Non-Employee Independent Director who is initially elected or appointed
to the Board after the Effective Date on any date other than the date of an Annual Meeting shall be automatically granted, on the date
of such Non-Employee Independent Director’s initial election or appointment (such Non-Employee Independent Director’s “Start
Date”), an award of restricted stock units that has an aggregate fair value on such Non-Employee Independent Director’s
Start Date equal to the product of (i) $100,000 (as determined in accordance with ASC 718) and (ii) a fraction, the numerator
of which is (x) 365 minus (y) the number of days in the period beginning on the date of the Annual Meeting immediately preceding
such Non-Employee Independent Director’s Start Date (or, if no such Annual Meeting has occurred, the Effective Date) and ending
on such Non-Employee Independent Director’s Start Date and the denominator of which is 365 (with the number of shares of common
stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(c) shall
be referred to as “Initial Awards.” For the avoidance of doubt, no Non-Employee Independent Director
shall be granted more than one Initial Award.


 


(d)            Termination
of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company
who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will
not receive an Initial Award pursuant to Section 2(c) above, but to the extent that they are otherwise eligible, will be eligible
to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Annual Awards as described
in Section 2(b) above.


 


(e)            Vesting
of Awards Granted to Non-Employee Independent Directors. Each Effective Date Award shall vest on the first anniversary of the date
of grant, subject to the Non-Employee Independent Director continuing in service on the Board through the applicable vesting date, and
each Annual Award and Initial Award shall vest on the earlier of (i) the day immediately preceding the date of the first Annual
Meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to the Non-Employee Independent
Director continuing in service on the Board through the applicable vesting date. No portion of an Effective Date Award, Annual Award
or Initial Award that is unvested at the time of a Non-Employee Independent Director’s termination of service on the Board shall
become vested thereafter. All of a Non-Employee Independent Director’s Effective Date Awards, Annual Awards and Initial Awards
shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding
at such time.


 


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