Exhibit 10.9


 


INNOVAGE
HOLDING CORP.

Stock Option Grant Notice

(2021 omnibus INCENTIVE PLAN)


 


InnovAge Holding Corp. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an option
to purchase the number of shares of the Company’s Stock set forth below (the “Award”). The
Award is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”)
and the Option Agreement (attached hereto as Attachment I), the Plan, which has been made
available to you, and the Vesting Schedule (attached hereto as Attachment II), all of which are incorporated herein in their
entirety. Capitalized terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same meaning
as in the Plan or the Option Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms
of the Plan will control.


 


	Name of Participant:	 
	Date of Grant:	 
	Number of Shares of Stock Subject to Option:	 
	Exercise Price (Per Share):	 
	Expiration Date:	 



 


	Type of Grant:	Nonqualified Stock Option




 


	Exercise Schedule:	Same as Vesting Schedule




 


	Vesting Schedule: 	Attached hereto as Attachment II




 


Additional Terms/Acknowledgements:
Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant
acknowledges and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided
in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan
set forth the entire agreement and understanding between Participant and the Company regarding this Award and supersede all prior
oral and written agreements, promises and/or representations on that subject with the exception of (i) Awards previously granted
and delivered to the Participant and (ii)  any compensation recovery policy that is adopted by the Company or is otherwise
required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and
to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party
designated by the Company.


 






     


     


    

 


	InnovAge Holding Corp.	Participant:



 


	By:	 	 	 




	 	Signature	 	 	Signature




 


	Title:	 	 	Date:	 




	Date:	 	 	 	 




 


Attachments:
Option Agreement and Vesting Schedule


 






    - 2 - 


     


    

 


Attachment
I


 


Innovage holding corp.

2021 omnibus INCENTIVE PLAN



Nonqualified Stock Option Agreement


 


Pursuant to the Stock
Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”),
InnovAge Holding Corp. (the “Company”) has granted you an Award under its 2021 Omnibus Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Stock indicated in your Grant
Notice at the exercise price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set
forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement
or in the Grant Notice but defined in the Plan will have the same meaning as in the Plan.


 


If there is any conflict
between the terms in this Agreement and the Plan, the terms of the Plan will control. The details of your option (this or your
 “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.                  
Vesting. Subject to the limitations contained herein, your
Option will vest as provided in your Grant Notice. Vesting will cease upon your Termination. Upon your Termination, the portion
of the Option that is not vested on the date of such Termination will be forfeited at no cost to the Company, and you will have
no further right, title or interest in or to such underlying shares of Stock.


 


2.                  
Number of Shares and Exercise Price. The number of shares
of Stock subject to your Option and the exercise price per share set forth in your Grant Notice will be adjusted from time to time
for capitalization adjustments, as provided in the Plan. Any additional shares that become subject to the Option pursuant to this
Section 2, if any, shall be subject, in a manner determined by the Committee, to the same forfeiture restrictions, restrictions
on transferability and time and manner of delivery as applicable to the other shares covered by your Option. Notwithstanding the
provisions of this Section 2, no fractional shares or rights for fractional shares of Stock shall be created pursuant to this
Section 2. Any fraction of a share will be rounded down to the nearest whole share.


 


3.                   Method
of Payment. You must pay the full amount of the exercise price for the shares you wish to acquire upon exercise of
the Option. You may pay the exercise price in a manner approved by the Committee and in accordance with applicable law, which
may include any of the following payment methods: (a) in immediately available funds in U.S. dollars, or by
certified or bank cashier’s check, (b)  by delivery of shares of Stock having an aggregate Fair Market Value equal
to the exercise price, (c) by a broker-assisted cashless exercise in accordance with procedures approved by the
Committee, whereby payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part,
with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form
prescribed by the Committee) to sell shares of Stock and to deliver all or part of the sale proceeds to the Company in
payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding
obligations, or (d) by any other means approved by the Committee. Notwithstanding anything herein to the contrary, if
the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the
Sarbanes-Oxley Act of 2002, such form of payment shall not be available.


 






     


     


    

 


4.                  
Whole Shares. You may exercise your Option only for whole
shares of Stock.


 


5.                  
Securities Law Compliance. In no event may you exercise
your Option unless the shares of Stock issuable upon exercise are then registered under the Securities Act or, if not registered,
the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements
of the Securities Act. The exercise of your Option also must comply with all other applicable laws and regulations governing your
Option and the Company’s policies, and you may not exercise any portion of your Option if the Company determines that such
exercise would not be in material compliance with such laws, regulations or Company policies, if applicable.


 


6.                  
Term. You may not exercise your Option before the Date of
Grant or after the expiration of the Option’s term. The term of your Option shall expire upon a Termination in accordance
with Section 5(f) of the Plan, and such Section 5(f) of the Plan is incorporated herein by reference and made a part hereof.


 


7.                  
Exercise.


 


(a)               
You may exercise the vested portion of your Option during its term by (i) completing such documents and/or
procedures designated by the Company, or a third party designated by the Company, for exercise, and (ii) paying the exercise price
and any applicable withholding taxes, together with such additional documents as the Company may then require.


 


(b)              
By exercising your Option, you agree that, as a condition to any exercise of your Option, the Company may require
you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (i) the exercise of your Option or (ii) the disposition of shares of Stock acquired upon such exercise.


 


8.                  
Transferability of Options.
Except as set forth in the following sentences, your Option is not transferable, except by will or by the laws of descent and distribution,
and is exercisable during your life only by you. Upon receiving written permission from the Committee or its duly authorized designee,
you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company
to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this Option and
receive the Stock or other consideration resulting from such exercise. In the absence of such a designation, your executor or administrator
of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Stock or other consideration
resulting from such exercise


 


9.                  
Dividends. You
shall receive no benefit or adjustment to your Option with respect to any cash dividend, stock dividend or other distribution that
does not result from the adjustment provided in Section 10(a) of the Plan.


 






    2 


     


    

 





10.               
 Restrictive Legends. The
shares of Stock issued under your Option shall be endorsed with appropriate legends, if applicable, as determined by the Company.


 


11.               
Award Not A Service Contract.
This Agreement is not an employment or service contract, and nothing in this Agreement will be deemed to create in any way whatsoever
any obligation on your part to continue in the employ or service of the Company or an Affiliate, or of the Company or an Affiliate
to continue your employment or service.


 


12.               
Withholding Obligations.


 


(a)               
At the time you exercise your Option, in whole or in part, and at any other time as reasonably requested by the
Company in accordance with applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable
to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your exercise (the “Withholding
Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the
Withholding Taxes obligation relating to your exercise by any of the following means or by a combination of such means: (i) withholding
from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting
or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion
of the shares of Stock to be delivered in connection with your exercise by delivery of an irrevocable direction to a securities
broker (on a form prescribed by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale
proceeds to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv)
withholding shares of Stock from the shares of Stock issued or otherwise issuable to you in connection with the Option with an
aggregate Fair Market Value (measured as of the date of exercise) equal to the amount of such Withholding Taxes; provided, that
to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable,
such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements
as are satisfactory to the Committee.


 


(b)              
You may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied. Accordingly, you may not be able to exercise your Option when desired even though your Option is vested, and the Company
will have no obligation to issue a certificate for such shares of Stock or release such shares of Stock from any escrow provided
for herein, if applicable, unless such obligations are satisfied.


 


(c)               
In the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock
or it is determined after the delivery of shares of Stock to you that the amount of the Company’s withholding obligations
was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the
Company to withhold the proper amount.


 






    3 


     


    

 


13.                Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or
any of its officers, directors, employees or Affiliates, related to tax liabilities arising from your Option or your other
compensation. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the
exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per share of
the Stock on the Date of Grant, and there is no other impermissible deferral of compensation associated with the Option.


 


14.               
Notices. Any notices provided for in your Option or the
Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices
delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you
at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related
to participation in the Plan and this Option by electronic means or to request your consent to participate in the Plan by electronic
means. By accepting this Option, you consent to receive such documents by electronic delivery and to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


 


15.               
Governing Plan Document.
Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Option,
and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those of the Plan, the provisions
of the Plan will control. This Agreement shall be governed by and construed in accordance
with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising out of or related
to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION SET
FORTH IN THe PLAN.


 


16.               
Clawback/Recoupment Policy. Your Option (and any compensation
paid or shares issued under your Option) is subject to recoupment in accordance with The Dodd Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, any other clawback policy adopted by the Company and any compensation
recovery policy otherwise required by applicable law.


 


17.               
Other Documents. You hereby acknowledge receipt of and the
right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes
the Plan prospectus.


 


18.               
Effect On Other Employee Benefit Plans. The value of this
Option will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under
any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company
expressly reserves its rights to amend, modify or terminate any of the Company’s or any Affiliate’s employee benefit
plans.


 


19.                Voting
Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to
be issued pursuant to this Option until such shares are issued to you. Upon such issuance, you will obtain full voting and
other rights as a stockholder of the Company. Nothing contained in this Option, and no action taken pursuant to its
provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company
or any other person.


 






    4 


     


    

 


20.               
Severability. If all or any part of this Agreement or the
Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate
any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such
a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms
of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


21.               
Data Privacy. You explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of personal data as described in Section 20(g) of the Plan
(such Section 20(g) of the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the
Company, its Affiliates, third-party administrator(s) and other possible recipients for the exclusive purpose of implementing,
administering and managing the Plan and Awards and your participation in the Plan. You acknowledge, understand and agree that Data
may be transferred to third parties, which will assist the Company with the implementation, administration and management of the
Plan.


 


22.               
Miscellaneous. 


 


(a)               
The rights and obligations of the Company under your Option will be transferable to any one or more persons or
entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors
and assigns.


 


(b)              
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination
of the Company to carry out the purposes or intent of your Option.


 


(c)               
You acknowledge and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain
the advice of counsel prior to executing and accepting your Option and fully understand all provisions of your Option.


 


(d)              
This Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.


 


(e)               
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition
of all or substantially all of the business and/or assets of the Company.


 


*        *        *


 


This Agreement will be
deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.


 






    5