EX-10.16



 Exhibit 10.16 

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. 
 Restricted Stock
Grants 
 All restricted stock grant 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 Restricted Stock Grants 

Commencing in calendar year 2015, each Outside Director shall be granted restricted shares of the Company’s common stock (the
“Annual Stock Grant”) equal in value to $85,000 under the Company’s 2014 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 restricted stock provided for under this Policy on the first day of the third fiscal quarter of such year. The number of shares of common stock to be granted to each Outside Director as their Annual Stock Grant shall be calculated
using fair market value of the Company’s common stock as of the grant date, which shall be deemed to be the closing price on such date of the Company’s common stock on a national securities exchange. For any new Outside Director joining
the Board of Directors after the grant of the Annual Stock Grant in 2015, such new Outside Director shall receive a grant on the first day of his or her service on the Board of Directors equal to the pro rata share of that year’s Annual Stock
Grant calculated by multiplying the number of days of such year that the such new director will serve by the quotient of $85,000 divided by 365. 







 Initial Restricted Stock Grant at the Time of the Initial Public Offering 

Each Outside Director as of the closing of the Company’s initial public offering shall be granted restricted shares of the Company’s
common stock at the time of the pricing of the Company’s initial public offering, or as soon thereafter as practicable, equal in value to $85,000 under the Stock Plan (the “IPO Stock Grant”). The number of shares of common
stock to be granted to each Outside Director as their IPO Stock Grant shall be calculated using the price to the public of the Company’s common stock at its initial public offering. For any new Outside Director joining the Board of Directors
subsequent to the closing of the Company’s initial public offering but prior to the grant of the Annual Stock Grant in 2015, such new Outside Director shall receive a grant on the first day of his or her service on the Board of Directors equal
to the pro rata share of the IPO Stock Grant calculated by multiplying the number of days remaining prior to the one-year anniversary of the Company’s initial public offering by the quotient of $85,000 divided by 365. 

Terms for All Restricted Stock Grants 

Unless otherwise specified by the Board of Directors or the Compensation Committee at the time of grant, all restricted stock granted under
this Policy shall (i) vest on the earlier of (a) one year from the date of the grant with respect to an Annual Stock Grant or an IPO Stock Grant or (b) the day prior to the annual meeting for such fiscal year, each subject to the
Outside Director’s continued service on the Board of Directors and (ii) contain such other terms and conditions as the Board of Directors or the Compensation Committee shall determine prior to the grant of the restricted stock. 

Such restricted stock shall become fully vested immediately prior to a Change of Control. “Change of Control” means the occurrence
of any of the following events: (i)Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “Beneficial Owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose
any such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions; or (ii)(a) a merger or consolidation of the Company whether or not
approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be,
outstanding immediately after such merger or consolidation; or (b) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring stockholder approval. 

  
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 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. 

 

									
	 Board of Directors or Committee of Board of Directors
	  	Annual Retainer Amount for
Chair
(in lieu of the annual retainer
amount for a
member)	 	  	Annual Retainer Amount
for Member	 
	 Board of Directors
	  	$	65,000	  	  	$	35,000	  
	 Audit Committee
	  	$	15,000	  	  	$	7,500	  
	 Compensation Committee
	  	$	10,000	  	  	$	5,000	  
	 Nominating and Governance Committee
	  	$	8,000	  	  	$	4,000	  

 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 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 Time. 
 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. 

  
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 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. 

  
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