Filed by Avantafile.com - The Pulse Beverage Corporation - Exhibit 10-9





 

     

THE
PULSE BEVERAGE CORPORATION

2011
EQUITY INCENTIVE PLAN


STOCK OPTION GRANT NOTICE

The Pulse Beverage Corporation (the “Company”)
hereby grants to you an Option (the “Option”) to purchase shares
of the Company’s Common Stock, $0.00001 par value (“Shares”)
under the Company’s 2011 Equity Incentive Plan (the “Plan”).  The
Option is subject to all the terms and conditions set forth in this Stock
Option Grant Notice (this “Grant Notice”), in the Stock Option
Agreement and the Plan, which are attached to and incorporated into this Grant
Notice in their entirety.


	
Participant:
  	 
	
Grant Date:
  	 
	
Vesting Commencement Date:
  	 
	
Number of Shares Subject to Option:
  	 
	
Exercise Price (per Unit):
  	$
	
Option Expiration Date:
  	______________________   (subject
  to earlier termination in accordance with the terms of the Plan and the Stock
  Option Agreement)
	
Type of Option:
  	[   ] Incentive Stock Option*    [   ] Nonqualified Stock Option
  
	
Vesting and Exercisability Schedule:
  	Vesting shall be as follows:
 __________ shares – immediately
 __________ shares – __________

 __________ shares – __________


Additional Terms/Acknowledgement:  You acknowledge receipt of, and
understand and agree to, this Grant Notice, the Stock Option Agreement and the
Plan.  You further acknowledge that as of the Grant Date, this Grant Notice,
the Stock Option Agreement and the Plan set forth the entire understanding
between you and the Company regarding the Option and supersede all prior oral
and written agreements on the subject.


	THE PULSE BEVERAGE CORPORATION


  By: ____________________________________ 

  Robert E.Yates, Chief Executive Officer
  	PARTICIPANT


  __________________________________

 ______________
  
	
Attachments:

  1. Stock Option Agreement

  2.  2011 Equity Incentive Plan
  	Address:  ______________________________

                  ______________________________ 

  Taxpayer ID: ___________________________
  




* See
  Sections 3 and 4 of the Stock Option Agreement.



 THE PULSE BEVERAGE CORPORATION

2011 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

     Pursuant to your Stock Option
Grant Notice (the “Grant Notice”) and this Stock Option Agreement
(this “Agreement”), The Pulse Beverage Corporation has granted
you an Option under its 2011 Equity Incentive Plan (the “Plan”) to purchase the number
of shares of the Company’s Common Stock indicated in your Grant Notice (the “Shares”)
at the exercise price indicated in your Grant Notice.  Capitalized terms not
defined in this Agreement but defined in the Plan have the same definitions as
in the Plan.


     The details of the Option are as follows:


          1.         Vesting and Exercisability.  Subject
to the limitations contained herein, the Option will vest and become
exercisable as provided in your Grant Notice, provided that vesting will cease
upon your Termination of Service and the unvested portion of the Option will
terminate.


          2.         Securities Law
Compliance.  Notwithstanding any other provision of this Agreement, you may
not exercise the Option unless the Shares issuable upon exercise are registered
under the Securities Act or, if such Shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act.  The exercise of the Option
must also comply with other applicable laws and regulations governing the
Option, and you may not exercise the Option if the Company determines that such
exercise would not be in material compliance with such laws and regulations.


          3.         Incentive Stock Option Qualification.
 If so designated in your Grant Notice, all or a portion of the Option is
intended to qualify as an Incentive Stock Option under federal income tax law,
but the Company does not represent or guarantee that the Option qualifies as
such.


          If the Option has been designated as an Incentive
Stock Option and the aggregate Fair Market Value (determined as of the grant
date) of the Shares subject to the portions of the Option and all other
Incentive Stock Options you hold that first become exercisable during any
calendar year exceeds $100,000, any excess portion will be treated as a
Nonqualified Stock Option, unless the Internal Revenue Service changes the
rules and regulations governing the $100,000 limit for Incentive Stock
Options.  A portion of the Option may be treated as a Nonqualified Stock Option
if certain events cause exercisability of the Option to accelerate.




 
          4.         Notice of Disqualifying Disposition. 
To the extent the Option has been designated as an Incentive Stock Option, to
obtain certain tax benefits afforded to Incentive Stock Options, you must hold
the Shares issued upon the exercise of the Option for two years after the Grant
Date and one year after the date of exercise.  You may be subject to the
alternative minimum tax at the time of exercise.  By accepting the Option, you agree
to promptly notify the Company if you dispose of any of the Shares within one
year from the date you exercise all or part of the Option or within two years
from the Grant Date.


          5.         Independent Tax Advice.  You should
obtain tax advice when exercising the Option and prior to the disposition of
the Shares.  By accepting the Option, you agree to promptly notify the Company
if you dispose of any of the Shares within one year from the date you exercise
all or part of the Option or within two years from the Grant Date.


          6.         Method of Exercise.  You may
exercise the Option by giving written notice to the Company (or other
Company-approved party), in form and substance satisfactory to the Company,
which will state your election to exercise the Option and the number of Shares
for which you are exercising the Option.  The written notice must be
accompanied by full payment of the exercise price for the number of Shares you
are purchasing.  You may make this payment in any combination of the
following:  (a) by cash; (b) by check acceptable to the Company; (c) if permitted by the Committee for
Nonqualified Stock Options, by having the Company withhold Shares that would
otherwise be issued on exercise of the Option that have a Fair Market Value on
the date of exercise of the Option equal to the exercise price of the Option;
(d) if
permitted by the Committee, by using Shares you already own; (e) if the
Shares are registered under the Exchange Act and to the extent permitted by
law, by instructing a broker to deliver to the Company the total payment
required, all in accordance with the regulations of the Federal Reserve Board;
or (f) by any other method permitted by the Committee.


          7.         Treatment upon Termination of Employment or
Service Relationship. The unvested portion of the Option will
terminate automatically and without further notice immediately upon your
Termination of Service.  You may exercise the vested portion of the Option as
follows:


                              (a)        General
Rule.  You must exercise the vested portion of the Option on or before the
earlier of (i) three months after your Termination of Service and
(ii) the Option Expiration Date;


                              (b)        Retirement
or Disability.  In the event of your Termination of Service due to
Retirement or Disability, you must exercise the vested portion of the Option on
or before the earlier of (i) one year after your Termination of Service
and (ii) the Option Expiration Date;


                              (c)        Death. 
In the event of your Termination of Service due to your death, the vested
portion of the Option must be exercised on or before the earlier of
(i) one year after your Termination of Service and (ii) the Option
Expiration Date.  If you die after your Termination of Service but while the
Option is still exercisable, the vested portion of the Option may be exercised
until the earlier of (x) one year after the date of death and (y) the
Option Expiration Date; and

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                              (d)       Cause. 
The vested portion of the Option will automatically expire at the time the
Company first notifies you of your Termination of Service for Cause, unless the
Committee determines otherwise.  If your employment or service relationship is
suspended pending an investigation of whether you will be terminated for Cause,
all your rights under the Option likewise will be suspended during the period
of investigation.  If any facts that would constitute termination for Cause are
discovered after your Termination of Service, any Option you then hold may be
immediately terminated by the Committee.


                    Notwithstanding the foregoing, if exercise of the
vested portion of the Option following your Termination of Service would be
prohibited solely because the issuance of Shares upon exercise of the Option
would violate the registration requirements under the Securities Act or the
Company’s insider trading policy requirements, then the Option will remain
exercisable until the earlier of (i) the Option Expiration Date and (ii)
expiration of a period of three months after your Termination of Service during
which exercise of the Option would not be in violation of the Securities Act or
the Company’s insider trading policy requirements (provided that in the event
of Retirement, Disability or death, this additional three-month period will
apply only following an initial election by a Participant or his or her estate
or beneficiary to exercise the Option and will serve only to extend, not
shorten, the one year post-termination exercise periods set forth in
subsections 7(b) and 7(c) above).


                    The Option must be exercised within three months after
termination of employment for reasons other than death or Disability and one
year after termination of employment due to Disability to qualify for the
beneficial tax treatment afforded Incentive Stock Options.  


     It is your responsibility to be aware of the date the
Option terminates.  


          8.         Limited Transferability.  During
your lifetime only you can exercise the Option.  The Option is not transferable
except by will or by the applicable laws of descent and distribution.  The Plan
provides for exercise of the Option by a beneficiary designated on a
Company-approved form or the personal representative of your estate. 
Notwithstanding the foregoing and to the extent permitted by Section 422 of the
Internal Revenue Code of 1986, the Committee, in its sole discretion, may
permit you to assign or transfer the Option, subject to such terms and
conditions as specified by the Committee.


          9.         Withholding Taxes.  As a
condition to the exercise of any portion of the Option, you must make such
arrangements as the Company may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in
connection with such exercise.


          10.       Option Not an Employment or Service
Contract.  Nothing in the Plan or this Agreement will be deemed to
constitute an employment contract or confer or be deemed to confer any right
for you to continue in the employ of, or to continue any other relationship
with, the Company or any Related Company or limit in any way the right of the
Company or any Related Company to terminate your employment or other
relationship at any time, with or without Cause.

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          11.       No Right to Damages.  You will have
no right to bring a claim or to receive damages if you are required to exercise
the vested portion of the Option within three months (one year in the case of
Retirement, Disability or death) of your Termination of Service or if any
portion of the Option is cancelled or expires unexercised.  The loss of
existing or potential profit in the Option will not constitute an element of
damages in the event of your Termination of Service for any reason even if the
termination is in violation of an obligation of the Company or a Related
Company to you.


          12.       Binding Effect.  This Agreement will
inure to the benefit of the successors and assigns of the Company and be
binding upon you and your heirs, executors, administrators, successors and
assigns.


          13.       Section 409A Compliance.  Notwithstanding
any provision in the Plan or this Agreement to the contrary, the Committee may,
at any time and without your consent, modify the terms of the Option as it determines
appropriate to avoid the imposition of interest or penalties under Section 409A
of the Code; provided, however, that the Committee makes no representations
that the Option will be exempt from or comply with Section 409A of the
Code and makes no undertaking to preclude Section 409A of the Code from
applying to the Option.


	 	
THE PULSE BEVERAGE CORPORATION

 

By:_____________________________________

        Robert
        E.Yates, Chief Executive Officer

      PARTICIPANT:

        

        

      _____________________________________

      

      _________________

      

      

      

    


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