Offer Letter, dated August 26, 2022, between Fluence Energy, Inc. and Manavendra Sial

August 26, 2022

Manavendra Sial

Dear Manavendra,

I am delighted to confirm an offer from Fluence Energy, Inc. (“Fluence”) as the Senior Vice President (SVP) and Chief Financial Officer reporting to Julian Nebreda, Chief Executive Officer. The effective date is September 15, 2022. This position is considered a Section 16 Officer position subject to certain external disclosures as Fluence is a publicly traded company. For this position, you may work remotely from your residency or from the Fluence Arlington, Virginia office. Fluence requires the completion of your background check and certification of your eligibility to work in the United States and will require documents evidencing such eligibility from you. In this position you will participate in, or be eligible for, the compensation and benefits outlined below in accordance with the job being evaluated as an Executive Officer at the Executive Officer job grade level EO4. All details within this letter are dependent of approval by the Fluence Compensation Committee and the Fluence Board of Directors.

Base Salary: Your annual base salary will be $500,000 paid in one-twelfth increments monthly. Your next annual base salary review will be for a January 1, 2024 merit increase consideration and will be reviewed annually thereafter in accordance with Fluence policy and practice, subject to approval by the Board of Directors Compensation Committee.

Annual Incentive Plan: You are eligible to participate in the Fluence Annual Incentive Plan (“AIP”) effective October 1, 2022 (start of fiscal year 2023), with a target incentive of 75% of your annual base salary as defined in the plan. The AIP award is based upon your individual performance and company performance measured against established objectives for the fiscal measurement year. The AIP award is typically paid in the first business quarter following the end of each fiscal year. Your potential receipt of this AIP award is subject to approval by the Board of Directors Compensation Committee. The plan administrator reserves the right to make determinations regarding the plan at any time.

Benefits: You are eligible to participate in Fluence’s Health and Welfare Benefits Programs and Fluence’s short-term and long-term disability, accidental death and dismemberment, and life insurance plans, beginning on your first day of employment.

Retirement: You will be eligible to participate in The Fluence Energy Savings Plan, which is a 401(k) plan, after you receive your first paycheck. You may contribute up to 50% of your gross salary to your account in accordance with the terms and conditions of the retirement plan and you will receive a company matching contribution of 100% of your contributions up to 5% of your gross salary.

Long-term Incentive Award: We also want you to share in Fluence Energy’s vision and its future. For that reason, you will be awarded a one-time equity grant of $1,400,000 delivered in the form of Restricted Stock Units (RSUs), subject to approval by the Board of Directors Compensation Committee. The grant effective date is your hire date with Fluence, and these RSUs will be awarded to you once you are hired. The grant value is converted to RSUs using the Fluence closing stock price on the grant effective date and are subject to a vesting schedule of one-third annually on the anniversary of the grant date. The plan administrator reserves the right to make determinations regarding this plan at any time. Further details will be provided to you in the coming weeks.

Sign on Cash Bonus: You will receive a one-time payment of $500,000, subject to approval by the Board of Directors Compensation Committee and subject to taxes, paid December 31, 2022, provided you remain employed with Fluence on the payment date. If you voluntarily leave Fluence Energy as an employee prior to September 15, 2025 (three-year anniversary date) or are terminated from Fluence due to Cause as defined in the Executive Severance Plan, you will be required to pay this amount back to Fluence Energy with the payback value reduced pro-rata on a daily basis spread over the three-year period.

Sign on LTI Award: You will receive a one-time payment of $1,200,000 delivered in the form of RSUs with the same grant and vesting rules as the LTI Award described above, subject to approval by the Board of Directors Compensation Committee.

Retention Stability Clause: If Fluence involuntarily terminates your employment prior to your one-year new hire anniversary date for any reason other than Cause as defined in the Executive Severance Plan, Fluence will pay a one-time cash payment of $1,200,000, subject to approval by the Board of Directors Compensation Committee, net of any RSU vesting as applicable, and subject to taxes, within 30 days of termination; this Retention Stability Clause expires on your one-year new hire anniversary date.

Executive Severance Plan: As an Executive Officer of Fluence, you are eligible to participate in the Fluence Executive Severance Plan, subject to approval by the Board of Directors Compensation Committee. Further details will be provided to you in the coming weeks.

Executive Officer Policies: Fluence maintains company policies applicable to all employees. In addition, you are subject to additional policies applicable only to Executive Officers, specifically the Fluence Executive Stock Ownership Guidelines and the Fluence Clawback Policy, as approved by the Board of Directors Compensation Committee. Further details will be provided to you in the coming weeks.

New Hire Paperwork Agreement: Prior to your start date, you will receive a list of pre-hire documents. By signing this offer, you are agreeing to send back all new hire paperwork no later than one week prior to starting with Fluence. If HR does not receive the signed documentation, your start date may be delayed.

Manavendra, your experience, and background will be an asset to this position, and we look forward to you joining Fluence. To confirm your acceptance of this offer, please print this letter, sign, and return to me through email as soon as possible on Aug 26th 2022. If you have any questions concerning the terms of this offer, please do not hesitate to contact me.

Sincerely,

Larissa Cerqueira

Chief Human Resources Officer

Read and Accepted:         

Signature:    /s/ Manavendra Sial______________________    Date:    8/26/2022        

     Manavendra Sial                Start Date: September 15, 2022