exv10w14






Exhibit 10.14




ASPEN AEROGELS, INC.




NON-EMPLOYEE DIRECTOR COMPENSATION POLICY



     The Board of Directors of Aspen Aerogels, Inc. (the “Company”) has approved the
following Non-Employee Director Compensation Policy (this “Policy”) which establishes
compensation to be paid to non-employee directors of the Company, effective as of the closing of
the Company’s initial public offering of common stock (the “Effective Time”), to provide an
inducement to obtain and retain the services of qualified persons to serve as members of the
Company’s Board of Directors.



Applicable Persons




     This Policy shall apply to each director of the Company who is not an employee of, or
consultant to, the Company or any Affiliate (each, an “Outside Director”). “Affiliate”
shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as
determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.



Stock Option Grants




     All stock option amounts set forth herein shall be subject to automatic adjustment in the
event of any stock split or other recapitalization affecting the Company’s common stock.



     Annual Stock Option Grants



     Commencing in calendar year 2012, each Outside Director shall be granted a non-qualified stock
option (the “Annual Option Grant”) to purchase 28,000 shares of the Company’s common stock
under the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Stock
Plan”) each year on or about the time of the annual meeting of the Board of Directors following
the Company’s annual meeting of stockholders; provided that if there has been no annual
meeting of stockholders held by the first day of the third fiscal quarter, each Outside Director
will still receive any annual grants of non-qualified stock options provided for under this Policy
on the first day of the third fiscal quarter of such year.



     Initial Stock Option Grant For Newly Appointed or Elected Directors



     Each new Outside Director shall be granted a non-qualified stock option (the “Initial
Option Grant”) to purchase 55,000 shares of the Company’s common stock under the Stock Plan on
the date of his or her initial appointment or election to the Board of Directors.



 









 





     Terms for All Option Grants



     Unless otherwise specified by the Board of Directors or the Compensation Committee at the time
of grant, all options granted under this Policy shall (i)(a) vest on the earlier of (x) one year
from the date of the grant with respect to an Annual Option Grant or (y) the day prior to the
annual meeting for such fiscal year or (b) vest over three years from the date of the grant in
annual installments with respect to an Initial Option Grant, each subject to the Outside
Director’s continued service on the Board of Directors; (ii) have an exercise price equal to the
fair market value of the Company’s common stock as determined in the Stock Plan on the date of
grant; and (iii) contain such other terms and conditions as the Board of Directors or the
Compensation Committee shall determine prior to the grant of the option. Such options shall become
exercisable in full immediately prior to a change of control of the Company. A change of control
shall be defined as: (i) any “person” or “group” (as such terms are used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, (other than a person or group which is one of our
shareholders as of March 17, 2010) is or becomes the beneficial owner, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of transactions, of our
capital stock entitling such person or group to control 50% or more of the total voting power of
our capital stock entitled to vote generally in the election of directors, where any voting capital
stock of which such person or group is the beneficial owner that are not then outstanding are
deemed outstanding for purposes of calculating such percentage; except in connection with our
issuance of capital stock in a bona-fide financing transaction the proceeds of which are to be
utilized by us for general corporate purposes or (ii) any sale or transfer of all or substantially
all of our assets to another person.



Cash Fees




     Annual Cash Payments



     The following annual cash fees shall be paid to the Outside Directors serving on the Board of
Directors and the Audit Committee, Compensation Committee and Nominating and Governance Committee,
as applicable.



	 	 	 	 	 	 	 	 	 
	 	 	Annual Retainer Amount for	 	 	 	 
	Board of Directors or	 	Chair	 	 	 	 
	Committee of Board of	 	(in lieu of the annual retainer	 	 	Annual Retainer Amount	 
	Directors	 	amount for a member)	 	 	for Member	 
	Board of Directors
	 	$	60,000	 	 	$	30,000	 
	Audit Committee
	 	$	14,000	 	 	$	5,500	 
	Compensation Committee
	 	$	10,000	 	 	$	5,000	 
	Nominating and Governance Committee
	 	$	8,000	 	 	$	4,000	 






2









 






     If the Company holds more than 12 board meetings in a calendar year, each Outside Director
will receive a fee of $1,500 for each additional board meeting attended in person and a fee of
$1,000 for each additional board meeting attended by telephone or by other means of communication.
If the Company holds more than 12 meetings of the Audit Committee committee in a calendar year,
each member of such committee will receive a fee of $1,500 for each additional committee meeting
attended in person and a fee of $1,000 for each additional committee meeting attended by telephone
or by other means of communication. If the Company holds more than 8 meetings of either of the
Compensation Committee or the Nominating and Governance Committee in a calendar year, each member
of such committee will receive a fee of $1,500 for each additional committee meeting attended in
person and a fee of $1,000 for each additional committee meeting attended by telephone or by other
means of communication.



     Payment Terms for All Cash Fees



     Cash payments payable to Outside Directors shall be paid quarterly in arrears as of the last
day of each fiscal quarter commencing as of the Effective Date.



     Following an Outside Director’s first election or appointment to the Board of Directors, such
Outside Director shall receive his or her cash compensation pro rated beginning on the date he or
she was initially appointed or elected. If an Outside Director dies, resigns or is removed during
any quarter, he or she shall be entitled to a cash payment on a pro rated basis through his or her
last day of service.



Expenses




     Upon presentation of documentation of such expenses reasonably satisfactory to the Company,
each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses
incurred in connection with attending meetings of the Board of Directors and Committees thereof or
in connection with other business related to the Board of Directors.



Amendments




     The Nominating and Governance Committee or the Board of Directors shall review this Policy
from time to time to assess whether any amendments in the type and amount of compensation provided
herein should be adjusted in order to fulfill the objectives of this Policy.




3