a108exfiling-xenergyvaul






Exhibit 10.8  US-DOCS\137263876.1  ENERGY VAULT HOLDINGS, INC.   2022 EQUITY INCENTIVE PLAN  NOTICE OF STOCK OPTION GRANT  You have been granted the following option to purchase shares of the Common Stock of Energy Vault  Holdings, Inc. (the “Company”) on the terms and conditions set out below:  Name of Optionee: [____]  Total Number of Shares: [____]  Type of Option (U.S. Tax Status): [Incentive Stock Option][Nonstatutory Stock Option]  Exercise Price per Share: US$[____]  Date of Grant: [____]  Vesting Commencement Date: [____]  Vesting Schedule: [To be specified in individual award agreements].  Expiration Date: [____].  This option expires earlier if your Service  terminates earlier, as described in the Stock Option  Agreement, and may terminate earlier in connection with  certain corporate transactions as described in Article 9 of  the Plan.  You and the Company agree that this option is granted under and governed by the terms and conditions of  the Company’s 2022 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (including, if  applicable, the Appendix for Non-U.S. Participants), both of which are attached to, and made a part of,  this document.  Capitalized terms not otherwise defined herein shall have the meanings assigned to such  terms in the Plan.  The Company may, in its sole discretion, decide to deliver any documents related to options awarded  under the Plan, future options that may be awarded under the Plan and all other documents that the  Company is required to deliver to security holders (including annual reports and proxy statements) by  email or other electronic means (including by posting them on a website maintained by the Company or a  third party under contract with the Company).  You hereby consent to receive such documents by  electronic delivery and agree to participate in the Plan through any on-line or electronic system  established and maintained by the Company or another third party designated by the Company.  You  acknowledge that you may incur costs in connection with any such delivery by means of electronic  transmission, including the cost of accessing the Internet and printing fees, and that an interruption of  Internet access may interfere with your ability to access the documents.      You further agree to comply with the Company’s Insider Trading Policy when selling shares of the  Company’s Common Stock.  





 






  US-DOCS\137263876.1  ENERGY VAULT HOLDINGS, INC.   2022 EQUITY INCENTIVE PLAN  STOCK OPTION AGREEMENT  Grant of Option Subject to all of the terms and conditions set forth in the Notice of Stock  Option Grant (the “Grant Notice”), this Stock Option Agreement (the  “Agreement”) and the Plan, the Company has granted you an option to  purchase up to the total number of shares specified in the Grant Notice at  the exercise price indicated in the Grant Notice.      All capitalized terms used in this Agreement shall have the meanings  assigned to them in this Agreement, the Grant Notice or the Plan.  U.S. Tax  Treatment  This option is intended to be [an incentive stock option][a nonstatutory  stock option], as provided in the Grant Notice.    Vesting This option vests and becomes exercisable in accordance with the vesting  schedule set forth in the Grant Notice.    In no event will this option vest or become exercisable for additional  shares after your Service has terminated for any reason unless expressly  provided in a written agreement between you and the Company.  Term of Option This option expires in any event at the close of business at Company  headquarters on the day before the 10th anniversary of the Date of Grant,  as shown in the Grant Notice.  (This option will expire earlier if your  Service terminates earlier, as described below, and this option may be  terminated earlier as provided in Article 9 of the Plan.)  Termination of  Service  If your Service terminates for any reason, this option will expire to the  extent it is unvested as of your termination date and does not vest as a  result of your termination of Service. The Company determines whether  and when your Service terminates for all purposes of this option.  Regular  Termination  If your Service terminates for any reason except death or total and  permanent disability, then this option, to the extent vested as of your  termination date, will expire at the close of business at Company  headquarters on the date three months after your termination date.    Death If your Service terminates as a result of your death, then this option, to  the extent vested as of the date of your death, will expire at the close of  business at Company headquarters on the date twelve months after the  date of death.  Disability If your Service terminates because of your total and permanent disability,  then this option, to the extent vested as of your termination date, will  expire at the close of business at Company headquarters on the date six  





 






    US-DOCS\137263876.1  months after your termination date.  For all purposes under this Agreement, “total and permanent disability”  means that you are unable to engage in any substantial gainful activity by  reason of any medically determinable physical or mental impairment  which can be expected to result in death or which has lasted, or can be  expected to last, for a continuous period of not less than one year.  Leaves of Absence  and Part-Time  Work  If you go on a leave of absence, then, to the extent permitted by  applicable law and consistent with the Company’s leave of absence  policy or the terms of your leave, the Company may adjust or suspend the  vesting schedule set forth in the Notice of Stock Option Grant.  Except as  provided in the preceding sentence, Service shall be deemed to continue  for any purpose under this Agreement while you are on a paid leave or  any other bona fide leave of absence approved by the Company in  writing.  Service shall be deemed to terminate when such leave ends,  unless you immediately return to active work when such leave ends.  If you commence working on a part-time basis, the Company may  adjust the vesting schedule so that the rate of vesting is commensurate  with your reduced work schedule.  Restrictions on  Exercise/Complian ce with Law  The Company will not permit you to exercise this option if the issuance  of shares at that time would violate any law or regulation.  Notwithstanding any other provision in the Plan or this Agreement,  unless there is an available exemption from registration, qualification or  other legal requirement applicable to the Company’s shares, the  Company shall not be required to permit the exercise of this option and/or  delivery of Company shares prior to the completion of any registration or  qualification of the shares under any local, state, national or federal  securities law or under rulings or regulations of the Securities and  Exchange Commission (“SEC”) or of any other governmental body, or  prior to obtaining any approval or other clearance from any local, state,  national or federal governmental agency, which registration, qualification  or approval the Company shall, in its absolute discretion, deem necessary  or advisable. You understand that the Company is under no obligation to  register or qualify the Company’s shares with the SEC or any state  securities commission or to seek approval or clearance from any  governmental authority for the issuance or sale of the shares.  Notice of Exercise When you wish to exercise this option, you must notify the Company by  filing the proper “Notice of Exercise” form at the address given on the  form or, if the Company has designated a third party to administer the  Plan, you must notify such third party in the manner such third party  requires.  Your notice must specify how many shares you wish to  purchase.  The notice will be effective when the Company receives it.  However, if you wish to exercise this option by executing a same-day  





 






    US-DOCS\137263876.1  sale (as described below), you must follow the instructions of the  Company and the broker who will execute the sale.  If someone else wants to exercise this option after your death, that person  must prove to the Company’s satisfaction that he or she is entitled to do  so.  You may only exercise your option for whole shares.  Form of Payment When you submit your notice of exercise, you must make arrangements  for the payment of the option exercise price for the shares that you are  purchasing.  To the extent permitted by applicable law, payment may be  made in one (or a combination of two or more) of the following forms:  • By delivering to the Company your personal check, a cashier’s check  or a money order, or arranging for a wire transfer.  • By giving to a securities broker approved by the Company  irrevocable directions to sell all or part of your option shares and to  deliver to the Company, from the sale proceeds, an amount sufficient  to pay the option exercise price and any Tax-Related Items (as  defined below).  (The balance of the sale proceeds, if any, will be  delivered to you.)  The directions must be given in accordance with  the instructions of the Company and the broker.  This exercise  method is sometimes called a “same-day sale.”  The Company may permit other forms of payment in its discretion to the  extent permitted by the Plan.  Withholding Taxes Regardless of any action the Company (or, if applicable, the Parent,   Subsidiary or Affiliate employing or retaining you (the “Employer”))  takes with respect to any or all income tax, social insurance, payroll tax,  payment on account or other tax-related items related to the participation  in the Plan and legally applicable to you (“Tax-Related Items”), you  acknowledge that the ultimate liability for all Tax-Related Items is and  remains your responsibility and may exceed the amount actually withheld  by the Company and/or the Employer. You further acknowledge that the  Company and the Employer (1) make no representations or undertakings  regarding the treatment of any Tax-Related Items in connection with any  aspect of the options, including, but not limited to, the grant, vesting or  exercise of the option, the issuance of shares upon exercise of the option,  the subsequent sale of shares acquired pursuant to such exercise and the  receipt of any dividends and/or any dividend equivalents; and (2) do not  commit to and are under no obligation to structure the terms of the option  or any aspect of the option to reduce or eliminate your liability for Tax- Related Items or achieve any particular tax result. Further, if you are  subject to tax in more than one jurisdiction, you acknowledge that the  Company and/or the Employer may be required to withhold or account  for Tax-Related Items in more than one jurisdiction.  





 






    US-DOCS\137263876.1  You will not be allowed to exercise this option unless you make  arrangements acceptable to the Company and/or the Employer to pay any  Tax-Related Items that the Company and/or the Employer determine  must be withheld.  These arrangements include payment in cash or via  the same-day sale procedure described above. With the Company’s  consent, these arrangements may also include (a) withholding shares of  Company stock that otherwise would be issued to you when you exercise  this option with a value equal to withholding taxes, (b) surrendering  shares that you previously acquired with a value equal to the withholding  taxes, or (c) withholding cash from other compensation.  The value of  withheld or surrendered shares, determined as of the date when taxes  otherwise would have been withheld in cash, will be applied to the  Tax-Related Items.  Restrictions on  Resale  You agree not to sell any option shares at a time when applicable laws,  Company policies or an agreement between the Company and its  underwriters prohibit a sale.  This restriction will apply as long as your  Service continues and for such period of time after the termination of  your Service as the Company may specify.  Transfer of Option Prior to your death, only you may exercise this option.  You cannot  transfer or assign this option.  For instance, you may not sell this option  or use it as security for a loan.  If you attempt to do any of these things,  this option will immediately become invalid.  You may, however, dispose  of this option in your will or by means of a written beneficiary  designation (if authorized by the Company and to the extent such  beneficiary designation is valid under applicable law) which must be filed  with the Company on the proper form; provided, however, that your  beneficiary or a representative of your estate acknowledges and agrees in  writing in a form reasonably acceptable to the Company, to be bound by  the provisions of this Agreement and the Plan as if such beneficiary or  representative of the estate were you.  Regardless of any marital property settlement agreement, the Company is  not obligated to honor a notice of exercise from your former spouse, nor  is the Company obligated to recognize your former spouse’s interest in  your option in any other way.  No Retention  Rights  Your option or this Agreement does not give you the right to be retained  by the Company, a Parent, Subsidiary, or an Affiliate in any capacity.   The Company and its Parents, Subsidiaries, and Affiliates reserve the  right to terminate your Service at any time, with or without cause.  Stockholder Rights You, or your estate or heirs, have no rights as a stockholder of the  Company until you have exercised this option by giving the required  notice to the Company, paying the exercise price, and satisfying any  applicable Tax-Related Items.  No adjustments are made for dividends or  other rights if the applicable record date occurs before you exercise this  





 






    US-DOCS\137263876.1  option, except as described in the Plan.  Recoupment Policy This option, and the shares acquired upon exercise of this option, shall be  subject to any Company recoupment or clawback policy in effect from  time to time.  Adjustments In the event of a stock split, a stock dividend or a similar change in  Company’s Common Stock, the number of shares covered by this option  and the exercise price per share will be adjusted pursuant to the Plan.  Effect of  Significant  Corporate  Transactions  If the Company is a party to a merger, consolidation, or certain change  in control transactions, then this option will be subject to the applicable  provisions of Article 9 of the Plan.  Applicable Law This Agreement will be interpreted and enforced under the laws of the  State of Delaware (without regard to its choice-of-law provisions).  The Plan and  Other Agreements  The text of the Plan is incorporated in this Agreement by reference.  This Plan, this Agreement (including, if applicable, the Appendix for  Non-U.S. Participants) and the Grant Notice constitute the entire  understanding between you and the Company regarding this option.  Any  prior agreements, commitments or negotiations concerning this option are  superseded.  This Agreement may be amended only by another written  agreement between the parties.  Language The parties hereto acknowledge that they have requested and are satisfied  that this document and all related documents be drawn up in the English  language.  Les parties aux présentes reconnaissent avoir requis que le  présent document et les documents qui y sont liés soient rédigés en  anglais.  BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS  AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN (INCLUDING THE  TERMS OF ANY APPLICABLE APPENDIX INCORPORATED HEREIN BY  REFERENCE).