Exhibit 10.9


 


NOTICE OF STOCK OPTION AWARD


 


Convey
Holding Parent, Inc.


2021 Omnibus
Incentive COMPENSATION Plan


 


Unless otherwise defined herein or in the Stock
Option Agreement (as defined below), capitalized terms used in this Notice of Option Award (this “Notice of Grant”)
shall have the same meanings ascribed to them in the Convey Holding Parent, Inc. 2021 Omnibus Incentive Compensation Plan, as amended
from time to time (the “Plan”).


 


SECTION 1. General. The Participant named
below has been granted an Option (the “Option”), subject to the terms and conditions set forth in the Plan, this Notice
of Grant and the Stock Option Agreement attached hereto as Annex A (the “Stock Option Agreement”). The Option
is not intended to qualify as an Incentive Stock Option.


 


	Participant Name:	[●]
	 	 
	Address:	[●]
	 	 
	Total Number of Shares 	 
	Subject to the Option:	[●]
	 	 
	Exercise Price Per Share:	[●]
	 	 
	Grant Date:	[●]
	 	 
	Vesting Commencement Date:	[●]




 


SECTION 2. Vesting. The Option shall vest
[●] (each such date, a “Vesting Date”); provided that the Participant remains continuously in active service
with the Company or one of its Affiliates from the Grant Date through such Vesting Date.


 


SECTION 3. Termination of Service. Except
as provided in Section 4, if, at any time prior to the final Vesting Date, the Participant’s service with the Company and its
Affiliates terminates for any reason (including any termination of service by the Participant for any reason, or by the Company and its
Affiliates with or without cause), then any unvested portion of the Option shall be cancelled immediately and the Participant shall not
be entitled to receive any payments with respect thereto.


 


SECTION 4. Qualifying Termination; Change of
Control. [Reserved]


 


SECTION 5. Definitions. [Reserved]


 


SECTION 6. Final Expiration Date. Unless
terminated earlier in accordance with the foregoing, the Option shall automatically expire and be canceled on the tenth anniversary of
the Grant Date.


 






     


     


    

 





SECTION 7. Other. (a) The Participant
understands that this Notice of Grant is subject to the terms and conditions of both the Plan and the Stock Option Agreement, each of
which are incorporated herein by reference. Participant has received and has had an opportunity to review the Plan, the Company’s
most recent prospectus that describes the Plan, and the Stock Option Agreement and agrees to be bound by all the terms and provisions
of the Plan and the Stock Option Agreement.


 


(b)       By
the Participant’s acceptance hereof (whether written, electronic or otherwise), the Participant agrees, to the fullest extent permitted
by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery of any documents the Company,
or any third party involved in administering the Plan which the Company may designate, may deliver in connection with this grant (including
the Plan, the Stock Option Agreement, this Notice of Grant, account statements, prospectuses, prospectus supplements, annual and quarterly
reports, and all other communications and information) whether through the Company’s intranet or the internet site of another such
third party or via email, or such other means of electronic delivery specified by the Company. Furthermore, the Participant and the Company
agree that this Award is granted under and governed by the terms and conditions of the Plan, this Notice of Grant and the Stock Option
Agreement.


 


(c)       The
Participant confirms acceptance of this Award by completing, signing and returning the attached signature page to [●]. If the Participant
wishes to reject this Award, the Participant must so notify the Company's stock plan administrator in writing to [●] no later than
sixty (60) days after the Grant Date. If within such sixty (60) day period the Participant neither affirmatively accepts nor affirmatively
rejects this Award, the Participant will be deemed to have accepted this Award at the end of such sixty (60) day period pursuant
to the terms and conditions set forth in this Notice of Grant, the Stock Option Agreement and the Plan.


 


	PARTICIPANT	 	CONVEY HOLDING PARENT, INC.
	 	 	 	 
	 	 	By: 	
	[Participant Name]	 	 	Name:
	 	 	 	Title:



 






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ANNEX A


 


STOCK OPTION AGREEMENT


 


CONVEY HOLDING PARENT, INC.

2021 OMNIBUS INCENTIVE COMPENSATION PLAN


 


The Participant has been granted stock an Option
(the “Options”), subject to the terms, restrictions and conditions of the Convey Holding Parent, Inc. 2021 Omnibus Incentive
Compensation Plan, as amended from time to time (the “Plan”), the Notice of Stock Option Award (the “Notice
of Grant”) and this Stock Option Agreement (this “Agreement”). Unless otherwise defined herein, capitalized
terms used in this Agreement shall have the same meanings given to them in the Plan.


 


SECTION 1. Method of Exercise. The Participant
may exercise any vested and exercisable portion of the Option, in whole or in part, by notifying the Company in writing of the whole number
of Shares to be purchased thereunder and delivering with such notice an amount equal to the aggregate Exercise Price for such number of
Shares in cash (certified check, wire transfer or bank draft). Without limiting the foregoing, unless otherwise determined by the Committee,
the Participant may instead elect to exercise such portion of the Option by means of a “net exercise” procedure effected by
withholding Shares otherwise issuable in respect of such exercise with a Fair Market Value equal to the aggregate Exercise Price for such
Shares.


 


SECTION 2. Tax Withholding. Exercise of
the Option shall be subject to the Participant satisfying any applicable U.S. Federal, state and local tax withholding obligations and
non-U.S. tax withholding obligations. In this regard, the Participant authorizes the Company and its Affiliates to withhold all applicable
taxes legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by the
Company or its Affiliates. Without limiting the foregoing, the Company shall, unless otherwise determined by the Committee, withhold Shares
having a Fair Market Value equal to such tax withholding amount (but not in excess of the applicable individual maximum statutory rate)
from the Shares that otherwise would be issued to the Participant in respect of such exercise.


 


SECTION 3. Rights as a Stockholder. The
Participant shall not be deemed for any purpose, nor have any of the rights or privileges of, a stockholder of the Company in respect
of any Share underlying the Option unless, until and to the extent that (a) the Option shall have been exercised pursuant to its
terms, (b) the Company shall have issued and delivered such Share to the Participant and (c) the Participant’s name shall
have been entered as a stockholder of record with respect to such Share on the books of the Company. The Company shall cause the actions
described in clauses (b) and (c) of the preceding sentence to occur promptly following exercise as contemplated by this Agreement, subject
to compliance with Applicable Laws.


 






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SECTION 4. Incorporation by Reference,
Etc. The provisions of the Plan and the Notice of Grant are hereby incorporated herein by reference. Except as otherwise
expressly set forth herein or in the Notice of Grant, this Agreement and the Notice of Grant shall be construed in accordance with
the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated by the Committee from time to time
pursuant to the Plan. The Committee shall have final authority to interpret and construe the Plan, the Notice of Grant and this
Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant
and his or her legal representative in respect of any questions arising under the Plan or this Agreement. Without limiting the
foregoing, the Participant acknowledges that the Option and any Shares acquired upon exercise of the Option are subject to
provisions of the Plan under which, in certain circumstances, an adjustment may be made to the number of Shares subject
thereto.


 


SECTION 5. Compliance with Applicable Laws.
The granting and exercise of the Option, and any other obligations of the Company under this Agreement, shall be subject to all Applicable
Laws as may be required. The Committee shall have the right to impose such restrictions on the Option as it deems reasonably necessary
or advisable under applicable Federal securities laws, the rules and regulations of any stock exchange or market upon which Shares are
then listed or traded, and any blue sky or state securities laws applicable to such Shares. The Participant agrees to take all steps the
Committee or the Company determines are reasonably necessary to comply with all applicable provisions of Federal and state securities
law (and any other Applicable Laws) in exercising his or her rights under this Agreement.


 


SECTION 6. Miscellaneous.


 


(a)              
Waiver. Any right of the Company or its Affiliates contained in this Agreement may be waived in writing by the Committee.
No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect
to any subsequent occasion for its exercise or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement
shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.


 


(b)              
Notices. All notices, requests, consents and other communications to be given hereunder to any party shall be deemed to
be sufficient if contained in a written instrument and shall be deemed to have been duly given when delivered in person, by telecopy,
by nationally recognized overnight courier, or by first-class registered or certified mail, postage prepaid, addressed to such party at
the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addresser:


 


(i)              if
to the Company, to:


 


[Convey Holding Parent, Inc.]


[●]


 


(ii)            if to the Participant, to the Participant’s home address on file with the Company. Notices may also be delivered to the Participant
through the Company's inter-office or electronic mail system, at any time he or she is employed by or provided services to the Company
or any of its Affiliates.


 


All such notices, requests, consents and other communications
shall be deemed to have been delivered in the case of personal delivery or delivery by telecopy, on the date of such delivery, in
the case of nationally recognized overnight courier, on the next business day, and in the case of mailing, on the third business day
following such mailing if sent by certified mail, return receipt requested.


 






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(c)              
Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed
by the Committee and may, from time to time, amend or revoke such designation. If no beneficiary is designated, if the designation is
ineffective, or if the beneficiary dies before the balance of the Participant’s benefit is paid, the balance shall be paid to the
Participant’s estate. Notwithstanding the foregoing, however, the Participant’s beneficiary shall be determined under applicable
state law if such state law does not recognize beneficiary designations under Awards of this type and is not preempted by laws which recognize
the provisions of this Section 6(c).


 


(d)              
Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company or any of its Affiliates
and their successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the
Participant.


 


(e)              
Governing Law, Venue and Waiver of a Jury Trial. The validity, construction and effect of the Plan and any rules and regulations
relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the [●], without giving effect to
the conflict of laws provisions thereof. In the event that Section 6(f) of this Agreement is found to be invalid or unenforceable,
the Participant and the Company (on behalf of itself and its Affiliates) each consents to jurisdiction in the United States District Court
for the [●] of [●], or if that court is unable to exercise jurisdiction for any reason, the [●], [●], and each
waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction or service
of process and waives any objection to jurisdiction based on improper venue or improper jurisdiction. Additionally, in the event that
Section 6(f) of this Agreement is found to be invalid or unenforceable, the Participant hereby waives, to the fullest extent permitted
by applicable law, any right he or she may have to a trial by jury in respect to any litigation directly or indirectly arising out of,
under or in connection with this Agreement or the Plan.


 


(f)               
Mediation and Arbitration. If a dispute arises out of or relates to this Agreement or the Plan or the breach thereof,
and if the dispute cannot be settled through negotiation, such dispute shall be finally settled by arbitration in [●], before, and
in accordance with the rules then obtaining of the American Arbitration Association (the “AAA”) in accordance with
the commercial arbitration rules of the AAA.


 


(g)              
Confidentiality. You hereby agree to keep confidential the existence of, and any information concerning, any dispute arising
out of or relating to this Agreement or the Plan, except that you may disclose information concerning such dispute to the court that is
considering such dispute or to your legal counsel (provided, that such counsel agrees not to disclose any such information other
than as necessary to the prosecution or defense of the dispute).


 


(h)              
Signature and Acceptance. This Agreement shall be deemed to have been accepted and signed by the Participant and the Company
as of the Grant Date upon the Participant’s acceptance of the Notice of Grant.





 


(i)                
Headings and Construction. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any
provision thereof. Whenever the words “include”, “includes” or “including” are used in the Plan, they
shall be deemed to be followed by the words “but not limited to”, and the word “or” shall not be deemed to be
exclusive.


 






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