Exhibit
10.9


 


INTERPACE
BIOSCIENCES, INC. 2019 EQUITY INCENTIVE PLAN


RESTRICTED
STOCK UNIT GRANT NOTICE AND


RESTRICTED
STOCK UNIT AGREEMENT


 


Interpace
Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to its 2019 Equity Incentive Plan, as amended
from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”)
an award of the number of Restricted Stock Units set forth below (the “Restricted Stock Units”). The Restricted
Stock Units are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant
Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”)
and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Grant Notice and the Agreement.


 


	Participant:	[_________]
	Grant
    Date:	[_________]
	Total
    Number of Restricted Stock Units:	[_________]
	Vesting
    Schedule:	1/3
    of the Restricted Stock Units shall vest on each of the first three anniversaries of the Grant Date


 


By
Participant’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and
the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice,
the Agreement and the Plan.


 


	interpace
    biosciences, INC.	 	participant
	 	 	 	 	 
	 	 	 	 	                
	Name:	Jack
    Stover	 	Name:	 
	Title:	CEO	 	 	 


 




    	 		 



     


    

 


EXHIBIT
A


TO
RESTRICTED STOCK UNIT GRANT NOTICE


RESTRICTED
STOCK UNIT AGREEMENT


 


Pursuant
to the Grant Notice to which this Agreement is attached, the Company has granted to Participant Restricted Stock Units under the
Plan in an amount set forth in the Grant Notice.


 


1.
Award of Restricted Stock Units. In consideration of Participant’s past and/or continued employment with or service
to the Company and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice, the
Company has granted to Participant the number of Restricted Stock Units set forth in the Grant Notice, upon the terms and conditions
set forth in the Grant Notice, the Plan and this Agreement. Each Restricted Stock Unit represents the right to receive one Share
at the times and subject to the conditions set forth herein. However, unless and until the Restricted Stock Units have vested,
Participant will have no right to the distribution of any Shares subject thereto. Prior to the actual delivery of any Shares,
the Restricted Stock Units will represent an unsecured obligation of the Company, payable only from the general assets of the
Company.


 


2.
Date of Grant. The Restricted Stock Units are granted on the Grant Date.


 


3.
Vesting of Restricted Stock Units. The Restricted Stock Units will become vested only in accordance with the terms and
provisions of the Plan and this Agreement, as follows:


 


(a)
Vesting. Subject to the continued service of the Participant by the Company through the relevant vesting dates, the Restricted
Stock Units shall become vested in such amounts and at such times as are set forth in the Grant Notice.


 


(b)
Service with Affiliates. Solely for purposes of this Agreement, service with the Company will be deemed to include service
with any Affiliate of the Company (for only so long as such entity remains an Affiliate of the Company).


 


(c)
Effect of Termination of Service on the Restricted Stock Units. If the Participant’s service terminates or is terminated
for any reason, the unvested portion of the Restricted Stock Units shall be forfeited immediately with no further compensation
due to the Participant.


 


4.
Distribution of Restricted Stock Units.


 


(a)
The Restricted Stock Units shall be distributed in Shares (either in book-entry form or
otherwise) as soon as administratively practicable following the vesting of the applicable Restricted Stock Unit, and, in any
event, within sixty (60) days following such vesting (for the avoidance of doubt, this deadline is intended to comply with the
“short-term deferral” exemption from Section 409A of the Code). Notwithstanding the foregoing, the Company may delay
a distribution in settlement of Restricted Stock Units if it reasonably determines that such distribution will violate federal
securities laws or any other applicable law, provided that such distribution shall be made at the earliest date at which the Company
reasonably determines that the making of such distribution will not cause such violation, as required by Proposed Treasury Regulation
Section 1.409A-1(b)(4)(ii), and provided further that no distribution shall be delayed under this Section 4(a) if such delay will
result in a violation of Section 409A of the Code.


 


(b)
All distributions made in Shares shall be made by the Company in the form of whole Shares,
and any fractional Share shall be rounded up to the next whole Share for distribution.


 


5.
Non-Transferability of Restricted Stock Units. The Restricted Stock Units may not be sold, pledged, assigned, hypothecated,
gifted, transferred or disposed of in any manner either voluntarily or involuntarily by operation of law or otherwise, other than
by will or by the laws of descent and distribution.


 






    	 		 



     


    

 


6.
Investment Representations. The Participant represents and warrants to the Company that the Participant is acquiring the
Restricted Stock Units (and upon settlement of the Restricted Stock Units, may be acquiring Shares) for investment for the Participant’s
own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. As
a further condition to the settlement of the Restricted Stock Units, the Board may require that certain agreements, undertakings,
representations, certificates, legends and/or information or other matters, as the Board may deem necessary or advisable, be executed,
agreed to and/or provided to the Company to assure compliance with all such applicable laws or regulations.


 


7.
Tax Consequences. The Participant acknowledges that the Company has not advised the Participant regarding the Participant’s
income tax liability in connection with the grant of the Restricted Stock Units and that the Company does not guarantee any particular
tax treatment. The Participant acknowledges that the Participant has reviewed with the Participant’s own tax advisors the
tax treatment of the Restricted Stock Units and is relying solely on those advisors in that regard. The Participant understands
that the Participant (and not the Company) will be responsible for the Participant’s own tax liabilities arising in connection
with the Restricted Stock Units.


 


8.
No Continuation of Service. Neither the Plan nor this Agreement will confer upon the Participant any right to continue
in the employment or service of the Company or any of its Affiliates, or limit in any respect the right of the Company or its
Affiliates to discharge the Participant at any time, with or without Cause and with or without notice.


 


9.
Withholding. The Company is hereby authorized to withhold from any consideration payable or property transferable to the
Participant any taxes required to be withheld by applicable law in connection with the grant, vesting or settlement of the Restricted
Stock Units or the disposition of the Shares subject to the Restricted Stock Units.


 


10.
The Plan. The Participant has received a copy of the Plan, has read the Plan and is familiar with its terms, and hereby
accepts the Restricted Stock Units subject to the terms and provisions of the Plan. Pursuant to the Plan, the Board is authorized
to interpret the Plan and to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Participant
hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board with respect to questions
arising under the Plan, the Grant Notice or this Agreement.


 


11.
Entire Agreement. The Grant Notice and this Agreement, together with the Plan, and any other exhibits attached hereto,
represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement,
written or otherwise, relating to the subject matter hereof.


 


12.
Amendment. Except as otherwise provided herein, in the Grant Notice or in the Plan, or as would otherwise not have a material
adverse effect on the Participant, this Agreement may only be amended by a writing signed by each of the parties hereto.


 


13.
Governing Law. This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to
the application of the principles of conflicts of laws.


 


14.
Execution. The Grant Notice may be executed, including execution by facsimile signature, in one or more counterparts, each
of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.