EX-10.3




 EXHIBIT 10.3 

ENERGOUS CORPORATION 

EMPLOYEE STOCK PURCHASE PLAN 
  

	1.	 PURPOSE 



This Energous Corporation Employee Stock Purchase Plan is intended to provide employees of the Company and its Participating Subsidiaries with
an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that this Plan qualify as an “employee stock purchase plan” under Code Section 423 and this Plan shall
be interpreted in a manner that is consistent with that intent. 
  

	2.	 DEFINITIONS 



“Board” means the Board of Directors of the Company. 

“Code” means the U. S. Internal Revenue Code of 1986. 

“Committee” means the committee appointed by the Board to administer this Plan from time to time. As of the Effective Date,
the Compensation Committee of the Board shall be the Committee. 
 “Common Stock” means the common stock of the Company,
par value $0.00001 per share. 
 “Company” means Energous Corporation, a Delaware corporation. 

“Compensation” means base salary, wages, annual and recurring bonuses, and commissions paid to an Eligible Employee by the
Company or a Participating Subsidiary as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions made by the Eligible Employee to any
tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay, holiday pay, jury duty pay, and funeral leave pay, but excluding education or tuition reimbursements, imputed income
arising under any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with stock options or other equity-based awards. 

“Corporate Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization, or other
corporate event described in Code Section 424. 
 “Designated Broker” means the financial services firm or other agent
designated by the Company to maintain ESPP Share Accounts on behalf of Participants who have purchased shares of Common Stock under this Plan. 

“Disability” means the Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months. 

“Effective Date” means the date as of which this Plan is adopted by the Board, subject to this Plan obtaining stockholder
approval in accordance with Section 19.11 (Stockholder Approval). 
 “Employee” means any person who renders
services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship with such employer. For purposes of this Plan, the employment relationship shall be treated as continuing intact while the individual is on
military leave, sick leave, or other leave of absence approved by the Company or a Participating Subsidiary that meets the requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of
leave exceeds three (3) 











 
months, or such other period of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to reemployment is not
guaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately after such three (3)-month period, or such other period specified in Treasury Regulation
Section 1.421-1(h)(2). 
 “Eligible Employee” means each Employee;
provided, however, that the Committee may exclude from participation in this Plan or any Offering any Employee who (i) has been employed by the Company or a Participating Subsidiary for less than two (2) years, (ii) is
customarily employed by the Company or a Participating Subsidiary for twenty (20) hours per week or less, (iii) is customarily employed by the Company or a Participating Subsidiary for not more than five (5) months per calendar year,
or (iv) is a “highly compensated employee” of the Company or a Participating Subsidiary (within the meaning of Code Section 414(q)). 

“Enrollment Form” means an agreement authorized by the Committee (which may be electronic) pursuant to which an Eligible
Employee may elect to enroll in this Plan, to authorize a new level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period. 

“ESPP Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of an
Offering Period are held on behalf of a Participant. 
 “Exchange Act” means the U.S. Securities Exchange Act of 1934. 

“Fair Market Value” means, as of any date, the value of the shares of Common Stock as determined in the immediately following
sentences. If the shares are listed on any established stock exchange or a national market system, the Fair Market Value shall be the closing price of a share (or if no sales were reported, the closing price on the Trading Day immediately preceding
such date) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal. In the absence of an established market for the shares, the Fair Market Value shall be determined in good faith by the
Committee and such determination shall be conclusive and binding on all persons. 
 “Grant Date” means the first Trading
Day of each Offering Period as designated by the Committee. 
 “Offering or Offering Period” means a period of six
(6) months beginning January 1 and July 1 of each year; provided, however, that, pursuant to Section 5, the Committee may change the duration of future Offering Periods (subject to a maximum Offering Period of
twenty-seven (27) months) and/or the start and end dates of future Offering Periods. 
 “Participant” means an
Eligible Employee who is actively participating in this Plan. 
 “Participating Subsidiaries” means the Subsidiaries that
have been designated as eligible to participate in this Plan, and such other Subsidiaries that may be designated by the Committee from time to time in its sole discretion. 

“Plan” means this Energous Corporation Employee Stock Purchase Plan. 

“Purchase Date” means the last Trading Day of each Offering Period. 

“Purchase Price” means an amount equal to the lesser of (i) eighty-five percent (85%) (or such greater percentage as
designated by the Committee for an Offering Period) of the Fair Market Value of a share of Common Stock on the Grant Date or (ii) eighty-five percent (85%) (or such greater percentage as designated by the Committee for an Offering Period) of
the Fair Market Value of a share of Common Stock on the Purchase Date; provided, however, that, the Purchase Price per share of Common Stock shall in no event be less than the par value of the Common Stock. 











 “Retirement” means the Participant’s voluntary termination of
employment from the Company and each Participating Subsidiary after having attained age sixty-five (65). 
 “Securities
Act” means the U.S. Securities Act of 1933. 
 “Subsidiary” means any corporation, domestic or foreign, of which
not less than fifty percent (50%) of the combined voting power is held by the Company or a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary. In all cases, the determination
of whether an entity is a Subsidiary shall be made in accordance with Code Section 424(f). 
 “Trading Day” means any
day on which the established stock exchange or national market system upon which the Common Stock is listed is open for trading or, if the Common Stock is not listed on an established stock exchange or national market system, a business day, as
determined by the Committee in good faith. 
  

	3.	 ADMINISTRATION 



3.1 General. This Plan shall be administered by the Committee, which shall have the authority to construe and interpret this Plan,
prescribe, amend, and rescind rules relating to this Plan’s administration, and take any other actions necessary or desirable for the administration of this Plan, including adopting sub-plans applicable
to particular Participating Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Code Section 423. The Committee may correct any defect or supply any omission or reconcile
any inconsistency or ambiguity in this Plan. All decisions of the Committee in connection with the administration of this Plan shall be in the Committee’s sole discretion, and such decisions shall be final and binding on all persons. All
expenses of administering this Plan shall be borne by the Company. The Board may take any action under this Plan that would otherwise be the responsibility of the Committee. 

3.2 Delegation. To the extent necessary or appropriate, the Committee may delegate any of its duties or responsibilities under
the Plan as they pertain to a Participating Subsidiary to such Participating Subsidiary. The Committee (or any Participating Subsidiary with the consent of the Committee) may appoint or engage any person or persons as a third party administrator to
perform ministerial functions pertaining to the issuance, accounting, recordkeeping, forfeiture, exercise, communication, transfer, or any other functions or activities necessary or appropriate to administer and operate this Plan. 

 

	4.	 ELIGIBILITY 



4.1 General. Unless otherwise determined by the Committee in a manner that is consistent with Code Section 423, any
individual who is an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Code
Section 423. 
 4.2 Eligibility Restrictions. Notwithstanding any provision of this Plan to the contrary, no Eligible
Employee shall be granted an option under this Plan if (i) immediately after the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Code Section 424(d))
would own capital stock of the Company or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option
would permit his or her rights to purchase stock under all employee stock purchase plans (described in Code Section 423) of the Company and its Subsidiaries to accrue at a rate that exceeds twenty-five thousand dollars ($25,000) of the Fair
Market Value of such stock (determined at the time the option is granted) for each calendar year in which such option is outstanding. 












	5.	 OFFERING PERIODS 



This Plan shall be implemented by a series of Offering Periods, each of which shall be six (6) months in duration, with new Offering
Periods commencing on or about January 1 and July 1 of each year (or such other times as determined by the Committee). The Committee shall have the authority to change the duration, frequency, start date, and end date of Offering Periods.

  

	6.	 PARTICIPATION 



6.1 Enrollment; Payroll Deductions. An Eligible Employee may elect to participate in this Plan by properly completing an Enrollment
Form, which may be electronic, and submitting it to the Company, in accordance with the enrollment procedures established by the Committee. Participation in this Plan is entirely voluntary. By submitting an Enrollment Form, the Eligible Employee
authorizes payroll deductions from his or her paycheck in an amount equal to at least one percent (1%), but not more than ten percent (10%) (or such other maximum percentage as the Committee may establish from time to time before an Offering Period
begins), of his or her Compensation on each pay day occurring during an Offering Period. Payroll deductions shall commence on the first payroll date after the Grant Date and end on the last payroll date on or before the Purchase Date. The Company
shall maintain records of all payroll deductions but shall have no obligation to pay interest on payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee, a Participant may not
make any separate contributions or payments to this Plan. 
 6.2 Election Changes. During an Offering Period, a Participant may
decrease or increase his or her rate of payroll deductions applicable to such Offering Period only one (1) time. To make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions at least
fifteen (15) days before the Purchase Date, with any permitted change to take effect as soon as administratively practicable. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods by submitting
a new Enrollment Form authorizing the new rate of payroll deductions at least fifteen (15) days before the start of the next Offering Period. 

6.3 Automatic Re-enrollment. The deduction rate selected in the Enrollment Form shall
remain in effect for subsequent Offering Periods unless the Participant (i) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2 (Election Changes), (ii) withdraws from this Plan
in accordance with Section 10, or (iii) terminates employment or otherwise becomes ineligible to participate in this Plan. 
  

	7.	 GRANT OF OPTION 



On each Grant Date, each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number
of shares of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price; provided, however, that in no event shall any Participant purchase more than seven thousand five
hundred (7,500) shares of Common Stock during an Offering Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Sections 4.2 (Eligibility Restrictions) and 13). 

 

	8.	 EXERCISE OF OPTION/PURCHASE OF SHARES 



A Participant’s option to purchase shares of Common Stock shall be exercised automatically on the Purchase Date of each Offering Period.
The Participant’s accumulated payroll deductions shall be used to purchase the maximum number of whole shares that can be purchased with the amounts in the Participant’s notional account, subject to the limitations set forth in this Plan.
No fractional shares may be purchased but notional fractional shares of Common Stock shall be allocated to the Participant’s ESPP Share Account to be aggregated with other notional fractional shares of Common Stock on future Purchase Dates,
subject to earlier withdrawal by the Participant in accordance with Section 10 or termination of employment in accordance with Section 11. Any accumulated payroll deductions that remain in a












 
Participant’s notional account after applying the limitations of Section 4.2 (Eligibility Restrictions) and Section 7 shall be returned to the Participant as soon as
administratively practicable. 
  

	9.	 TRANSFER OF SHARES 



As soon as reasonably practicable after each Purchase Date, the Company shall arrange for the delivery to each Participant of the shares of
Common Stock purchased upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and may require that
the shares of Common Stock be retained with such Designated Broker for a specified period of time. Participants shall not have any voting, dividend, or other rights of a stockholder with respect to the shares of Common Stock subject to any option
granted hereunder until such shares have been delivered pursuant to this Section 9. 
  

	10.	 WITHDRAWAL 



10.1 Withdrawal Procedure. A Participant may withdraw from an Offering by submitting to the Company a revised Enrollment Form
indicating his or her election to withdraw at least fifteen (15) days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account (that have not been used to purchase shares of
Common Stock) shall be paid to the Participant promptly after receipt of the Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be automatically terminated. If a Participant
withdraws from an Offering Period, no payroll deductions shall be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance with Section 6.1 (Enrollment; Payroll
Deductions). 
 10.2 Effect on Succeeding Offering Periods. A Participant’s election to withdraw from an Offering
Period shall not have any effect upon his or her eligibility to participate in succeeding Offering Periods that commence after the completion of the Offering Period from which the Participant withdraws. 

 

	11.	 TERMINATION OF EMPLOYMENT; CHANGE IN EMPLOYMENT STATUS 



In the event of a Participant’s termination of employment from the Company and the Participating Subsidiaries due to the
Participant’s Retirement, Disability, or death within three (3) months before a Purchase Date, such Participant’s accumulated payroll deductions shall be used to purchase shares on the Purchase Date. Upon termination of a
Participant’s employment from the Company and the Participating Subsidiaries for any other reason or at any other time, or a change in the Participant’s employment status after which the Participant is no longer an Eligible Employee, the
Participant shall be deemed to have withdrawn from this Plan and the payroll deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned to the Participant, or in the case of
the Participant’s death, to the person(s) entitled to such amounts under Section 17, and the Participant’s option shall be automatically terminated. 
  

	12.	 INTEREST 



No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in this Plan. 

 

	13.	 SHARES RESERVED FOR PLAN 



13.1 Number of Shares. A total of eight hundred and fifty thousand (850,000) shares of Common Stock have been reserved as authorized for
the grant of options under this Plan. The shares of Common Stock may be newly issued shares, treasury shares, or shares acquired on the open market. If an option under this Plan expires or is terminated unexercised for any reason, the shares as to
which such option so expired or terminated again may be made subject to an option under this Plan. 











 13.2 Oversubscribed Offerings. The number of shares of Common Stock that a
Participant may purchase in an Offering under this Plan may be reduced if the Offering is oversubscribed. No option granted under this Plan shall permit a Participant to purchase shares of Common Stock that, if added together with the total number
of shares of Common Stock purchased by all other Participants in such Offering, would exceed the total number of shares of Common Stock remaining available under this Plan. If the Committee determines that, on a particular Purchase Date, the number
of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then available under this Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available
for purchase in as uniform a manner as practicable and as the Committee determines to be equitable. 
  

	14.	 TRANSFERABILITY 



No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive Common Stock
hereunder, may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 17) by the Participant. Any attempt to assign, transfer, pledge, or
otherwise dispose of such rights or amounts shall be without effect. 
  

	15.	 APPLICATION OF FUNDS 



All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose to the extent
permitted by applicable law, and the Company shall not be required to segregate such payroll deductions or contributions. 
  

	16.	 STATEMENTS 



Participants shall be provided with statements at least annually that shall set forth the contributions made by the Participant to this Plan,
the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account. 

 

	17.	 DESIGNATION OF BENEFICIARY 



A Participant may file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common Stock
and cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under this Plan in the event of such Participant’s death. In addition, a Participant may file, on forms supplied by the
Committee, a written designation of beneficiary who is to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event of the Participant’s death before the Purchase Date of an
Offering Period. 
  

	18.	 ADJUSTMENTS FOR CHANGES IN CAPITALIZATION; DISSOLUTION OR LIQUIDATION; CORPORATE TRANSACTIONS



 18.1 Adjustments. In the event that any dividend or other distribution (whether in the form of cash,
Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under this Plan, the Committee shall, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that may be delivered under this Plan, the Purchase Price per share, and the number of shares of Common
Stock covered by each outstanding option under this Plan, and the numerical limits of Section 7 and Section 13. 











 18.2 Dissolution or Liquidation. Unless otherwise determined by the Committee, in the
event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress shall be shortened by setting a new Purchase Date and the Offering Period shall end immediately before the proposed dissolution or liquidation. The
new Purchase Date shall be before the date of the Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Committee shall provide each Participant with written notice, which may be electronic, of the new Purchase Date
and that the Participant’s option shall be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10. 

18.3 Corporate Transactions. In the event of a Corporate Transaction, the then-current Offering Period shall be shortened by
setting a new Purchase Date on which the Offering Period shall end. The new Purchase Date shall occur before the date of the Corporate Transaction. Before the new Purchase Date, the Committee shall provide each Participant with written notice, which
may be electronic, of the new Purchase Date and that the Participant’s option shall be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering in accordance with Section 10. 

 

	19.	 GENERAL PROVISIONS 



19.1 Equal Rights and Privileges. Notwithstanding any provision of this Plan to the contrary and in accordance with Code
Section 423, all Eligible Employees who are granted options under this Plan shall have the same rights and privileges. 
 19.2
No Right to Continued Service. Neither this Plan nor any compensation paid hereunder shall confer on any Participant the right to continue as an Employee or in any other capacity. 

19.3 Rights as Stockholder. A Participant shall become a stockholder with respect to the shares of Common Stock that are
purchased pursuant to options granted under this Plan when the shares are transferred to the Participant’s ESPP Share Account. A Participant shall have no rights as a stockholder with respect to shares of Common Stock for which an election to
participate in an Offering Period has been made until such Participant becomes a stockholder as provided above. 
 19.4 Successors
and Assigns. This Plan shall be binding on the Company and its successors and assigns. 
 19.5 Entire Plan. This Plan
constitutes the entire plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof. 

19.6 Compliance with Law. The obligations of the Company with respect to payments under this Plan are subject to compliance with
all applicable laws and regulations. Common Stock shall not be issued with respect to an option granted under this Plan unless the exercise of such option and the issuance and delivery of the shares of Common Stock pursuant thereto shall comply with
all applicable provisions of law, including the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed. 

19.7 Notice of Disqualifying Dispositions. Each Participant shall give the Company prompt written notice of any disposition or
other transfer of shares of Common Stock acquired pursuant to the exercise of an option acquired under this Plan, if such disposition or transfer is made within two (2) years after the applicable Grant Date or within one (1) year after the
applicable Purchase Date. 
 19.8 Term of Plan. This Plan shall become effective on the Effective Date and,
unless terminated earlier pursuant to Section 19.9 (Amendment or Termination), shall have a term of ten (10) years. 











 19.9 Amendment or Termination. The Committee may, in its sole discretion,
amend, suspend, or terminate this Plan at any time and for any reason. If this Plan is terminated, the Committee may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased on the
next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is
terminated before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock shall be returned to Participants (without interest, except as otherwise required by law) as soon as administratively practicable.

 19.10 Applicable Law. The laws of the State of Delaware shall govern all questions concerning the construction, validity,
and interpretation of this Plan, without regard to such state’s conflict of law rules. 
 19.11 Stockholder Approval. This
Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date this Plan is adopted by the Board. 

19.12 Code Section 423. This Plan is intended to qualify as an “employee stock purchase plan” under
Code Section 423. Any provision of this Plan that is inconsistent with Code Section 423 shall be reformed to comply with Code Section 423. 

19.13 Withholding. To the extent required by applicable Federal, state, or local law, a Participant must make arrangements
satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with this Plan. 

19.14 Severability. If any provision of this Plan shall for any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, and this Plan shall be construed as if such invalid or unenforceable provision were omitted. 

19.15 Plan Construction. In this Plan, unless otherwise stated, the following uses apply: (i) references to a statute or law
shall refer to the statute or law and any amendments and any successor statutes or laws, and to all regulations promulgated under or implementing the statute or law, as amended, or its successors, as in effect at the relevant time; (ii) in
computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on”
(and the like) mean “to and including”; (iii) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words “include,” “includes”
and “including” mean “include, without limitation,” “includes, without limitation” and “including, without limitation,” respectively; (v) all references to articles and sections are to articles and
sections in this Plan; (vi) all words used shall be construed to be of such gender or number as the circumstances and context require; (vii) the captions and headings of articles and sections have been inserted solely for convenience of
reference and shall not be considered a part of this Plan, nor shall any of them affect the meaning or interpretation of this Plan or any of its provisions; (viii) any reference to an agreement, plan, policy, form, document, or set of
documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document, or set of documents, shall mean such agreement, plan, policy, form, document, or set of documents as amended from time to time, and any
and all modifications, extensions, renewals, substitutions, or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with GAAP.