exv10w1w3






Exhibit 10.1.3




Aspen Aerogels, Inc.

2001 Equity Incentive Plan

(as amended through May 18, 2011)

Non-Qualified Stock Option Certificate




     Aspen Aerogels, Inc., a Delaware corporation (the “Company”), hereby grants to the
person named below (the “Optionee”) an option (the “Option”) to purchase shares of
its Common Stock (the “Shares”) under and for the purposes set forth in the Company’s 2001
Equity Incentive Plan, as amended through May 18, 2011 (the “Plan”), exerciseable on the
following terms and conditions and those set forth in the Non-Qualified Stock Option Agreement (the
“Agreement”) attached to this Non-Qualified Stock Option Certificate (this
“Certificate”).



	 	 	 	 	 	 	 

	Name of Optionee:
	 	 	 	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Social Security Number:
	 	 	 	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Number of Shares:
	 	 	 	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Purchase Price:
	 	 	 	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Date of Grant:

	 	 	, 2011	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Exercisability Schedule:

	 	 	The options will vest quarterly while the
individual is serving as a Director at the rate
of 6.25% per quarter. The first 6.25% will vest
three (3) months from the Date of Grant.
	 	 
	 
	 	 	 	 	 	 
	Expiration Date:

	 	 	, 2021	 	 	 
	 

	 	 	 
	 	 	 
	 
	 	 	 	 	 	 





     By acceptance of this Option, the Optionee agrees to the terms and conditions set forth in
this Certificate, the Agreement, and the Plan. This Certificate shall serve as the signature page
of the Optionee and the Company to the Agreement.



	 	 	 	 	 	 	 	 	 

	OPTIONEE	 	 	 	ASPEN AEROGELS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

Name:

	 	 	 	Name:	 


	 	 
	 

	 	 	 	Title:	 	 	 






 









 






NON-QUALIFIED STOCK OPTION AGREEMENT

ASPEN AEROGELS, INC.




     AGREEMENT made as of the Date of Grant (as defined in the Non-Qualified Stock Option
Certificate to which this Non-Qualified Stock Option Agreement is attached (the
“Certificate”)) between Aspen Aerogels, Inc., a Delaware corporation (the
“Company”), and the Optionee (as defined in the Certificate).



     WHEREAS, the Company desires to grant to the Optionee an option (the “Option”) to
purchase shares of its Common Stock (the “Shares”), under and for the purposes set forth in
the Company’s 2001 Equity Incentive Plan, as amended through May 18, 2011 (the “Plan”); and



     WHEREAS, the Company and the Optionee understand and agree that any terms used and not defined
herein have the same meanings as in the Plan; and



     WHEREAS, the Company and the Optionee each intend that the Option granted herein shall be a
Non-Qualified Stock Option.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto agree as follows:



     1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and option to
purchase all or any part of that number of Shares set forth in the Certificate, on the terms and
conditions and subject to all the limitations set forth herein and in the Certificate and the Plan,
which are incorporated herein by reference. The Optionee acknowledges receipt of a copy of the
Certificate and the Plan.



     2. PURCHASE PRICE. The purchase price of the Shares covered by the Option is set
forth in the Certificate. Payment shall be made in accordance with Section 5(d) of the
Plan.



     3. EXERCISABILITY OF OPTION. Subject to the terms and conditions set forth in this
Agreement and the Plan, the Option granted hereby shall become exercisable only with respect to
Shares that have vested as set forth in the Certificate.



     4. TERM OF OPTION. The Option shall terminate ten (10) years from the date of this
Agreement, but shall be subject to earlier termination as provided herein or in the Plan.



     5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
Agreement, the Option may be exercised by written notice to the Company at its principal executive
office in substantially the form of Exhibit A attached hereto. Such notice shall state the
number of Shares with respect to which the Option is being exercised and shall be signed by the
person so exercising the Option. Payment of the purchase price for such Shares shall be made in
accordance with Section 5(d) of the Plan. The Company shall deliver a certificate or
certificates representing such Shares as soon as practicable after the notice shall be received,
provided, however, that the Company may delay issuance of such Shares until completion of any
action or obtaining of any consent, which the Company deems necessary under any applicable law
(including, without limitation, state securities or “blue sky” laws). The certificate or



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certificates for the Shares as to which the Option shall have been so exercised shall be registered
in the name of the person or persons so exercising the Option (or, if the Option shall be exercised
by the Optionee and if the Optionee shall so request in the notice exercising the Option, shall be
registered in the name of the Optionee and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person or persons
exercising the Option. In the event the Option shall be exercised, pursuant to Section 5
hereof, by any person or persons other than the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option. All Shares that
shall be purchased upon the exercise of the Option as provided herein shall be fully paid and
non-assessable.




     6. PARTIAL EXERCISE. Exercise of this Option to the extent above stated may be made
in part at any time and from time to time within the above limits, except that no fractional share
shall be issued pursuant to this Option.



     7. NON-ASSIGNABILITY. The Option shall not be transferable by the Optionee other than
(i) by will or by the laws of descent and distribution, (ii) to such Optionee’s spouse or children
(or step-children) or to a trust the sole beneficiaries of which are the Optionee’s spouse and/or
children (or step-children), provided that all voting rights with respect to any Shares remain with
the Optionee, or (iii) to irrevocable trusts or other estate planning entities for tax or estate
planning purposes; provided that in each case the transferee(s) shall hold the Option or any Shares
subject to the same restrictions applicable hereunder to the Optionee and shall agree in writing to
be bound by the terms of the Stockholders’ Agreement. Except as provided in the preceding
sentence, the Option shall be exercisable, during the Optionee’s lifetime, only by the Optionee
(or, in the event of legal incapacity or incompetency, by the Optionee’s guardian or
representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any
rights granted hereunder contrary to the provisions of this Section 7, or the levy of any
attachment or similar process upon the Option shall be null and void.



     8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The Optionee shall have no rights as a
stockholder with respect to Shares subject to this Agreement until registration of the Shares in
the Company’s share register in the name of the Optionee. Except as is expressly provided in the
Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be
made for dividends or similar rights for which the record date is prior to the date of such
registration.



     9. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions covering
the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions
in the Plan for adjustment with respect to stock subject to Options and the related provisions with
respect to successors to the business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.



     10. TAXES. The Optionee acknowledges that upon exercise of the Option the Optionee
will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares




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pursuant to this Agreement. The Optionee acknowledges that any income or other taxes due from
him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the
Optionee’s responsibility. In the event the Option is exercised, the Company may withhold from the
Optionee’s remuneration, if any, the minimum required federal, state and local withholding taxes
attributable to such amount that is considered compensation includable in such person’s gross
income. At the Company’s discretion, the amount required to be withheld may be withheld in cash
from such remuneration, or in kind from the Shares otherwise deliverable to the Optionee on
exercise of the Option. The Optionee further agrees that, if the Company does not withhold an
amount from the Optionee’s remuneration sufficient to satisfy the Company’s income tax withholding
obligation, the Optionee will reimburse the Company on demand, in cash, for the amount
under-withheld.




     11. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to be issued
upon the particular exercise of the Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company
shall be under no obligation to issue the Shares covered by such exercise unless and until the
following conditions have been fulfilled:



     (a) The person(s) who exercise the Option shall warrant to the Company, at the time of such
exercise, that such person(s) are acquiring such Shares for their own respective accounts, for
investment, and not with a view to, or for sale in connection with, the distribution of any such
Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the
following legend which shall be endorsed upon the certificate(s) evidencing the Shares issued
pursuant to such exercise:




“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT AND THEY
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS
(1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THE COMPANY SHALL
HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS;” and



     (b) If the Company so requires, the Company shall have received an opinion of its counsel that
the Shares may be issued upon such particular exercise in compliance with the 1933 Act without
registration thereunder. Without limiting the generality of the foregoing, the Company may delay
issuance of the Shares until completion of any action or obtaining of any consent, which the
Company deems necessary under any applicable law (including without limitation state securities or
“blue sky” laws).



     12. RESTRICTIONS ON TRANSFER OF SHARES.



     (a) The Shares acquired by the Optionee pursuant to the exercise of the Option granted hereby
shall not be transferred by the Optionee except as permitted under the terms of



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the Fifth Amended
and Restated Stockholders’ Agreement among the Company and the Stockholders (as defined therein)
dated as of September 22, 2010, and all amendments, modifications, substitutions and replacements
thereto (the “Stockholders’ Agreement”). The Optionee agrees to become a party to the
Stockholders’ Agreement upon acquiring any Shares by exercise of the Option.




     (b) The Optionee acknowledges and agrees that neither the Company, its shareholders nor its
directors and officers, has any duty or obligation to disclose to the Optionee any material
information regarding the business of the Company or affecting the value of the Shares before, at
the time of, or following a termination of the Optionee’s relationship with the Company or an
Affiliate by the Company or such Affiliate, including, without limitation, any information
concerning plans for the Company to make a public offering of its securities or to be acquired by
or merged with or into another firm or entity.



     13. NO OBLIGATION TO EMPLOY. The Company is not by the Plan or this Option obligated
to employ or retain the services of the Optionee.



     14. OPTION IS INTENDED TO BE A NON-QUALIFIED STOCK OPTION. The parties each intend
that the Option be a Non-Qualified Stock Option. The Optionee understands that neither the Company
nor any Affiliate is responsible to compensate him or her or otherwise make up for the treatment of
the Option as a Non-qualified Stock Option and not as an Incentive Stock Option. The Optionee
should consult with the Optionee’s own tax advisors regarding the tax effects of the Option.



     15. HOLDBACK AGREEMENT. The Optionee agrees, if so requested by the managing
underwriter in each underwritten registration of the Company’s capital stock or other securities,
not to effect (except as part of such underwritten registration if included therein) any sale,
distribution, short sale, loan, grant of options for the purchase of, or otherwise dispose of, any
Shares for such period as such underwriter requests, such period in no event to commence earlier
than ten (10) days prior to, or to end more than 180 days after, the effective date of such
registration. If the managing underwriter advises the Company that, in its opinion, no sale,
distribution, short sale, loan, grant of options for the purchase of, or after disposition of, any
shares of the Company’s common stock should be effected for a period of not more than 180 days
after the effective date of such underwritten registration in order to complete the sale and
distribution of the securities included therein and the Company gives notice to such effect to the
Optionee, the Optionee shall not (except as part of such underwritten registration if included
therein) effect any sale, distribution, short sale, loan, grant of options for the purchase of or
otherwise dispose of shares of the Company’s common stock for such period as such managing
underwriter advises, such period in no event to commence earlier than ten (10) days prior to, or to
end more than 180 days after, the effective date of such registration. The Optionee further
agrees that the Company may instruct its transfer agent to place stop transfer notations in its
records to enforce the provisions of this Section 15.



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     16. NOTICES. Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by recognized courier service, facsimile, registered or certified mail, return
receipt requested, addressed as follows:



	 	 	 

	If to the Company:

	 	Aspen Aerogels, Inc.
	 

	 	30 Forbes Road, Bldg B
	 

	 	Northborough, MA 01532
	 

	 	Telephone: (508) 691-1150
	 

	 	Facsimile: (508) 691-1200
	 

	 	Attention: Chief Financial Officer
	 
	If to the Optionee:

	 	At the address of the Optionee as set forth in the
records of the Company





or to such other address or addresses of which notice in the same manner has previously been given.
Any such notice shall be deemed to have been given upon the earlier of receipt, one business day
following delivery to a recognized courier service or five (5) business days following mailing by
registered or certified mail.




     17. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with
the law of the State of Delaware, without giving effect to the conflict of law principles thereof.



     18. BENEFIT OF AGREEMENT. Subject to the provisions of the Plan and the other
provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.



     19. ENTIRE AGREEMENT. This Agreement, together with the Plan, embodies the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior oral or written agreements and understandings relating to the subject
matter hereof. No statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms
and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.



     20. MODIFICATIONS AND AMENDMENTS. The terms and provisions of this Agreement may be
modified or amended as provided in the Plan or in Section 21 below.



     21. WAIVERS AND CONSENTS. Except as provided in the Plan, the terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or provisions.
Notwithstanding anything to the contrary in the preceding sentence, holders representing a majority
of the Shares subject to an Option under the Plan may waive or grant a
consent to the departure from the provisions of this Agreement so long as such waiver or consent
applies to all holders of Shares subject to an Option under the Plan in the same fashion. No such
waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any
other terms or provisions of this Agreement, whether or not similar. Each such waiver or



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consent
shall be effective only in the specific instance and for the purpose for which it was given, and
shall not constitute a continuing waiver or consent.




[remainder of page intentionally left blank]





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EXHIBIT A




NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION




[Form For Unregistered Shares]





			
	To:	 	Aspen Aerogels, Inc.

30 Forbes Road, Bldg B

Northborough, MA 01532

Attention: Chief Financial Officer




Ladies and Gentlemen:




     I hereby exercise my Non-Qualified Stock Option to purchase _________ shares (the
“Shares”) of the common stock, par value $.001 per share, of Aspen Aerogels, Inc. (the
“Company”) at the exercise price of $0.22 per share, pursuant to and subject to the terms
of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company dated
as of _______________, 2011.



     I am aware that the Shares have not been registered under the Securities Act of 1933, as
amended (the “1933 Act”), or any state securities laws. I understand that the reliance by
the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of
the statements by me in this Notice of Exercise.



     I hereby represent and warrant that (1) I have been furnished with all information which I
deem necessary to evaluate the merits and risks of the purchase of the Shares; (2) I have had the
opportunity to ask questions concerning the Shares and the Company and all questions posed have
been answered to my satisfaction; (3) I have been given the opportunity to obtain any additional
information I deem necessary to verify the accuracy of any information obtained concerning the
Shares and the Company; and (4) I have such knowledge and experience in financial and business
matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an
informed investment decision relating thereto.



     I hereby represent and warrant that I am purchasing the Shares for my own personal account for
investment and not with a view to the sale or distribution of all or any part of the Shares. I
understand that because the Shares have not been registered under the 1933 Act, I must continue to
bear the economic risk of the investment for an indefinite time and the Shares cannot be sold
unless the Shares are subsequently registered under applicable federal and state securities laws or
an exemption from such registration requirements is available.



     I agree that I will in no event sell or distribute or otherwise dispose of all or any part of
the Shares unless (1) there is an effective registration statement under the 1933 Act and
applicable state securities laws covering any such transaction involving the Shares or (2) the
Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company)
stating that such transaction is exempt from registration or the Company otherwise satisfies itself
that such transaction is exempt from registration.



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     I consent to the placing of a legend on my certificate for the Shares stating that the Shares
have not been registered and setting forth the restriction on transfer contemplated hereby and to
the placing of a stop transfer order on the books of the Company and with any transfer agents
against the Shares until the Shares may be legally resold or distributed without restriction. I
understand that at the present time Rule 144 of the Securities and Exchange Commission (the
“SEC”) may not be relied on for the resale or distribution of the Shares by me. I
understand that the Company has no obligation to me to register the sale of the Shares with the SEC
and has not represented to me that it will register the sale of the Shares. I understand the terms
and restrictions on the right to dispose of the Shares set forth in the 2001 Equity Incentive Plan,
the Non-Qualified Stock Option Agreement and the Fifth Amended and Restated Stockholders’ Agreement
among the Company and the Stockholders (as defined therein) dated as of September 22, 2010, and all
amendments, modifications, substitutions and replacements thereto (the “Stockholders’
Agreement”), all of which I have carefully reviewed. I agree to become a party to the
Stockholders’ Agreement by executing the Joinder attached hereto as Annex 1. I consent to
the placing of a legend on my certificate for the Shares referring to such restrictions and the
placing of stop transfer orders until the Shares may be transferred in accordance with the terms of
such restrictions.



     I have considered the Federal, state and local income tax implications of the exercise of my
Option and the purchase and subsequent sale of the Shares.



     I am paying the option exercise price for the Shares as follows:
________________________



     Please issue the stock certificate for the Shares (check one): o to me; or o
to me and ______________________, as joint tenants with right of survivorship and mail the
certificate to me at the following address: ________________________





     My mailing address for shareholder communications, if different from the address listed above
is: _______________________



	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Optionee (signature)	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Print Name	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Date	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Social Security Number	 	 






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ANNEX 1




JOINDER TO FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

OF ASPEN AEROGELS, INC.



As of _______________ _____,________



     The undersigned, ____________________, having a principal business address of
______________________, hereby acknowledges that the undersigned has become a Stockholder of Aspen
Aerogels, Inc., a Delaware corporation (the “Company”), as of the date first written above,
and hereby joins in the execution of that certain Fifth Amended and Restated Stockholders’
Agreement of the Company, dated as of September 22, 2010 (the “Stockholders Agreement”).


By executing this Joinder, the undersigned hereby:



1. Agrees and acknowledges that the undersigned is a Stockholder of the Company, as such term is
defined and used in the Stockholders Agreement, a copy of which has been furnished to the
undersigned, with the same force and effect as if originally named therein as a Stockholder and
that each reference to a Stockholder in the Stockholders Agreement shall be deemed to include the
undersigned; and



2. Agrees to be bound by, and agrees that the undersigned is bound by, all of the terms and
provisions of the Stockholders Agreement for all purposes.




	 	 	 	 	 
	 
	 	
Name:

Title:

 	 
	 	 	 
	 	ACKNOWLEDGED AND ACCEPTED:




ASPEN AEROGELS, INC.

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




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