Exhibit 10.6.2


 


	FLUENCE ENERGY, INC.

  2021 INCENTIVE AWARD PLAN



 


RESTRICTED STOCK
Unit Grant Notice


 


Capitalized terms not specifically
defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the
2021 Incentive Award Plan (as amended from time to time, the “Plan”) of Fluence Energy, Inc. (the “Company”).


 


The Company has granted to
the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the
 “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as
Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.


 


	Participant:	 
	Grant Date:	 
	Number of RSUs:	 
	Vesting Commencement Date:	 
	Vesting Schedule:	  


By Participant’s signature
below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan,
this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this
Grant Notice or the Agreement.


 






    


    


    

 


	FLUENCE ENERGY, INC.	 	PARTICIPANT
	 	 	 
	By:		 	
	Name: 		 	[Participant Name]
	Title:		 	 	 


 






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Exhibit A


 


RESTRICTED STOCK
UNIT AGREEMENT


 


Capitalized terms not specifically
defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.


 


Article
I.

general


 


1.1              
Award of RSUs.


 


(a)               The
Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”).
Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth
in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the
RSUs have vested.


 


1.2              Incorporation
of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated
herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.


 


1.3              Unsecured
Promise. The RSUs  will at all times prior to settlement represent an unsecured Company obligation payable
only from the Company’s general assets.


 


Article
II.

VESTING; forfeiture AND SETTLEMENT


 


2.1              Vesting;
Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would
otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination
of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined
by the Administrator or provided in a binding written agreement between Participant and the Company.


 






    


    


    

 


2.2              
Settlement.


 


(a)               RSUs
 will be paid in Shares or cash, at the Company’s option,
as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the
RSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably
determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not
cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes
the delay will not result in the imposition of excise taxes under Section 409A.


 


(b)               If
an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately
preceding the payment date. 


 


Article
III.

TAXATION AND TAX WITHHOLDING


 


3.1               Representation.
Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of
this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents.


 


3.2              
Tax Withholding.


 


(a)               The
provisions of Section 9.5 of the Plan are incorporated herein by reference and made a part hereof. Participant represents to the
Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions
contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations
of the Company or any of its employees, agents or representatives.


 


(b)               Participant
acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs
regardless of any action the Company or any Affiliate takes with respect to any tax withholding obligations that arise in connection
with the RSUs  Neither the Company nor any Affiliate makes any representation or undertaking regarding the treatment
of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent
sale of Shares. The Company and the Affiliates do not commit and are under no obligation to structure the RSUs
to reduce or eliminate Participant’s tax liability.


 


Article
IV.

other provisions


 


4.1              Adjustments.
Participant acknowledges that the RSUs, the Shares subject to the RSUs  are subject to adjustment, modification
and termination in certain events as provided in this Agreement and the Plan.


 


4.2               Notices.
Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of
the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or
facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to
Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel
files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that
party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt
requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States
Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission
confirmation.


 






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4.3              Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


4.4              Conformity
to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent
necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable
Laws.


 


4.5              Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the
parties hereto.


 


4.6              Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to
Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs  will be subject to
any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will
be deemed amended as necessary to conform to such applicable exemptive rule.


 


4.7              Entire
Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof.


 


4.8              Agreement
Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be
severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions
of the Grant Notice or this Agreement.


 


4.9              Limitation
on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement
creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured
creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs as and when settled pursuant to the terms of this Agreement.


 


4.10            Not
a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue
in the employ or service of the Company or any Affiliate or interferes with or restricts in any way the rights of the Company and its
Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or an
Affiliate and Participant.


 






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4.11            Counterparts.
The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law,
each of which will be deemed an original and all of which together will constitute one instrument.


 


4.12            Electronic
Signature and Delivery. By accepting this Agreement, the Participant consents to the electronic delivery of prospectuses, annual
reports and other information required to be delivered by the U.S. Securities and Exchange Commission rules. Without limiting the foregoing,
the Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic
means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through
an online or electronic system established and maintained by the Company or a third party designated by the Company.


 


4.13            Section
409A. The RSUs are intended to be exempt from, or compliant with, Section 409A of the Code. Notwithstanding the foregoing or any
provision of the Plan or this Agreement, if any provision of the Plan or this Agreement contravenes Section 409A of the Code or could
cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Administrator may, in its sole discretion
and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the
Code, or to avoid the incurrence of taxes, interest and penalties under Section 409A of the Code, and/or (iii) maintain, to the maximum
extent practicable, the original interest and economic benefit to the Participant of the applicable provision without materially increasing
the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 4.13 does not create an obligation on
the part of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to interest and
penalties under Section 409A of the Code.


 


4.14            Clawback.
The RSUs shall at all times be subject to any clawback or similar policy or program established by the Company, as may be amended
from time to time (a “Clawback Policy”). In addition (and without limiting the Company’s rights and the Participant’s
obligations under any Clawback Policy), to the extent required by applicable law or the rules and regulations of the Nasdaq Global Market
or any other securities exchange or interdealer quotation on which the Common Stock is listed or quote, the RSUs shall be subject (including
on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference
into this Agreement).


 


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