Exhibit 10.9


 


MOSAIC IMMUNOENGINEERING INC.


2020 OMNIBUS INCENTIVE PLAN


 


NOTICE OF RESTRICTED STOCK UNITS


 


Mosaic ImmunoEngineering
Inc., a Delaware corporation (the “Company”) grants to you the following Restricted Stock Units (“RSUs”),
pursuant to the Company’s 2020 Omnibus Incentive Plan (the “Plan”) and the attached Restricted Stock Unit Award
Agreement (the “Award Agreement”):


 


	Participant:	[insert name]




 


	Total Number of RSUs:	[insert number of shares]




 


	Date of Grant:	[insert date]




 


	Vesting Commencement Date:	[insert Vesting Commencement Date]




 


	Vesting Schedule:	[insert Vesting Schedule]




 


 


 


 


 


 


 


 


 


 


 






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MOSAIC IMMUNOENGINEERING INC.

2020 OMNIBUS INCENTIVE PLAN


 


Restricted Stock Unit Award Agreement


 


Dear [insert name]:


 


On [insert date], the Committee of Mosaic
ImmunoEngineering Inc. (the “Company”) approved an award of Restricted Stock Units (the “RSUs”) to you
pursuant to the terms of the Mosaic ImmunoEngineering Inc. 2020 Omnibus Incentive Plan (the "Plan"). Capitalized terms
not explicitly defined in this Award Agreement shall have the meaning set forth in the Plan and the attached Notice of Restricted
Stock Units (the “Notice”).


 


You are granted [insert number] RSUs in
the Company. The Date of Grant of the RSUs is [insert date].


 


1.       Vesting.
Subject to your not incurring a Separation from Service with the Company prior to the applicable vesting dates, the RSUs shall
vest at the time or times set forth in the Notice.


 


2.       Grant of RSUs. Each RSU granted to you represents the conditional right to receive, without payment, but subject
to the conditions and limitations set forth in this Award Agreement and the Plan, one Share of common stock of the Company to be
settled as provided in Section 6.


 


3.       Award Subject to Plan. The Award is subject in its entirety to the provisions of the Plan, which are incorporated
herein by reference and a copy is attached hereto. In the event of any conflict, the terms of the Plan will control.


 


4.       Rights as Shareholder; Limits on Transfer. Each RSU represents an unfunded and unsecured promise by the Company to
deliver one Share to you upon vesting of the RSU. Except as provided in Section 7, you will not have any rights of a shareholder
with respect to any RSU (including any voting rights) unless and until the RSU vests and is settled by the issuance of a Share
or settled in cash. Neither the RSUs nor the rights relating thereto may be sold, transferred, pledged, assigned, or otherwise
alienated, other than by will or by laws of descent and distribution.


 


5.       Change in Control. The Committee may accelerate the vesting of RSUs in the event of a Change in Control, as defined
in the Plan, provided that such vesting and exercisability is conditioned on the consummation of such Change in Control and either
(i) the Participant’s service with the Company is terminated (except a termination for Cause, as defined in the Plan) in
connection with, or within 24 months after, a Change in Control, or (ii) the Committee or the Board determines that (A) such outstanding
RSUs will not be continued, assumed, converted and/or substituted, or (B) it is in the best interests of the Company to vest such
outstanding RSUs.


 


6.       Settlement. Subject to Section 9, promptly following the applicable Vesting Date and in any event no later than two
and one-half (2 1/2) months following the last day of the calendar year in which occurs such Vesting Date, as determined by the
Committee, the Company will:


 


a)                 
issue and deliver to you the number of Shares equal to the applicable number of RSUs that vested on such Vesting Date (No
fractional shares will be issued under this Award Agreement);


 


b)                 
settle the vested RSUs in cash; or


 


c)                 
a combination of (a) and (b) above.


 


 


 


 






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7.       Dividend Equivalents. Each RSU shall be credited with an amount equal to the dividends paid on a Share between the
Date of Grant and the date such RSU is paid to you (if at all). Dividend equivalents shall vest, if at all, upon the same terms
and conditions governing the vesting of RSUs under the Plan. Payment of the dividend equivalent shall be made at the same time
as payment of the RSU and shall be made without interest or other adjustment. If the RSU is forfeited, you shall have no right
to dividend equivalents.


 


8.       Withholding; Code Section 409A; Tax Liability.


 


8.1       You
will be required to pay to the Company, and the Company will have the right to deduct from any compensation paid to you pursuant
to this Award Agreement or otherwise, the amount of any required withholding or other applicable taxes in respect of the RSUs,
including upon the vesting and/or settlement of the RSUs, and to take all such other action as the Committee deems necessary to
satisfy all obligations for the payment of such withholding or other applicable taxes. The Committee may permit you to satisfy
any federal, state or local tax withholding obligation (income or employment) by authorizing the Company to withhold Shares from
the Shares otherwise deliverable to you as a result of the vesting and settlement of the RSUs; provided, however, that no Shares
will be withheld with a value exceeding the minimum amount of tax required to be withheld by law.


 


8.2       If
you are determined to be a "Specified Employee" within the meaning of Section 409A, the Treasury regulations thereunder,
and the Plan, as determined by the Committee, at the time of your "separation from service" within the meaning of Section
409A and the Treasury regulations thereunder, then to the extent necessary to prevent any accelerated or additional tax under Section
409A, the settlement and delivery of any Shares hereunder upon such separation from service will be delayed until the earlier of
(a) the date that is six months and one day following your separation from service and (b) your death. For purposes of this Award
Agreement, all references to "termination of employment" and correlative phrases will be construed to require a "separation
from service" (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained
therein).


 


8.3       This
Award Agreement is intended to comply with Section 409A or an exemption thereunder, and will be construed and interpreted in a
manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding
the foregoing, the Company makes no representations that the payments and benefits provided under this Award Agreement comply with
Section 409A, and in no event will the Company be liable for all or any portion of any taxes, penalties, interest or other expenses
that may be incurred by you on account of non-compliance with Section 409A. You hereby acknowledge that the Company has advised
you to consult with a tax advisor regarding the potential impact of Code Section 409A and that the Company, in the exercise of
its sole discretion and without your consent, may amend or modify this Award Agreement in any manner and delay the payment of any
amounts payable pursuant to this Award Agreement to the minimum extent necessary to meet the requirements of Code Section 409A,
as amplified by any Internal Revenue Service or U.S. Treasury Department regulations or guidance as the Company deems appropriate
or advisable.


 


8.4       You
have reviewed with your own tax advisors the federal, state, local and foreign tax consequences of this Award Agreement. You are
relying solely on such advisors and not on any statements or representations of the Company or any of its agents. You understand
that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this Award Agreement.


 


9.       Compliance with Law. The issuance and transfer of the Shares will be subject to compliance by the Company and you
with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange
on which the Stock may be listed. No shares of Stock will be issued or transferred unless and until any then applicable requirements
of state and federal law and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.


 


10.       Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to
current or future participation in the Plan. You hereby consent to receive such documents by electronic delivery and agree 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.


 


 


 


 






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11.       Recovery of Compensation. The RSUs, any Shares delivered hereunder and any gains realized or other amounts in respect
of such RSUs will be subject to recoupment by the Company to the extent required to comply with applicable law or regulation or
the rules of the stock exchange on which Shares of the Company's common stock is traded, if any.


 


12.       Notices. Any notice required to be delivered to the Company under this Award Agreement will be in writing and addressed
to the Secretary of the Company at the Company's principal corporate offices. Any notice required to be delivered to you under
this Award Agreement will be in writing and addressed to you at the address as shown in the records of the Company. Either party
may designate another address in writing (or by such other method approved by the Company) from time to time. To the extent that
you have any ability to defer the recognition of income under Section 83(i) of the Internal Revenue Code of 1986, as amended (in
which case, the Company shall provide you with the appropriate notice and election forms), you hereby agree to notify the Company
of such election within ten (10) days after filing notice of the election with the Internal Revenue Service or other government
authority.


 


13.       Governing Law. This Award Agreement will be construed and interpreted in accordance with the laws of the State of
California without regard to conflict of law principles.


 


14.       Interpretation. Any dispute regarding the interpretation of this Award Agreement will be submitted by you or the
Company to the Committee for review. The resolution of such dispute by the Committee will be final and binding on you and the Company.


 


15.       Successors and Assigns. The Company may assign any of its rights under this Award Agreement. This Award Agreement
will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
set forth herein, this Award Agreement will be binding upon you and your beneficiaries, executors or Committees.


 


16.       Severability. The invalidity or unenforceability of any provision of the Plan or this Award Agreement will not affect
the validity or enforceability of any other provision of the Plan or this Award Agreement, and each provision of the Plan and this
Award Agreement will be severable and enforceable to the extent permitted by law.


 


17.       Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or
retroactively; provided, that, no such amendment will adversely affect your material rights under this Award Agreement without
your consent.


 


18.       Counterparts. This Award Agreement may be executed in counterparts, each of which will be deemed an original but
all of which together will constitute one and the same instrument.


 


The Plan is incorporated herein by reference
and a copy is attached hereto. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect
to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by the Company
and you. This Award Agreement is governed by the laws of the State of California.


 


 


 


 






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By your signature and the signature of
the Company's representative below, you and the Company agree that the RSUs are granted under and governed by the terms and conditions
of the Plan and this Award Agreement. You have reviewed the Plan and this Award Agreement in their entirety, have had an opportunity
to obtain the advice of counsel prior to executing this Award Agreement and fully understand all provisions of the Plan and this
Award Agreement. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions relating to the Plan and Agreement. You further agree to notify the Company upon any change in your residence
address indicated below.


 


	PARTICIPANT	 	MOSAIC IMMUNOENGINEERING INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 
	 	 	 
	  
	 	 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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