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Exhibit
10.9


 














 



TENAX THERAPEUTICS, INC.




NOTICE OF GRANT OF STOCK OPTION


 


Notice is hereby given of the following stock
option grant (the “Option”) to purchase shares of the
Common Stock of Tenax Therapeutics, Inc. (the
“Company”):


 


Optionee:                                            
 



    



Grant Date:


 



Expiration Date:


 

Exercise
Price:                                                       


 



No. of Shares


of Optioned
Stock: 


 


Type of
Option:                                              
☐ Incentive Stock Option 

                                                                         
☐  Non-Statutory Option


 


Plan: Optionee understands and agrees that the Option is
granted subject to and in accordance with the express terms and
conditions of the Company’s 1999 Amended Stock Plan, as
amended and restated June 17, 2008 (the “Plan”).
Optionee further agrees to be bound by the terms and conditions of
the Plan and the terms and conditions of the Option as set forth in
the Option Agreement attached hereto as Exhibit A. The Company
shall provide to Optionee a copy of the Plan upon written request
to the Company.


 


Vesting Schedule:
The Option shall vest and become
exercisable for purchase of the Optioned Stock on the following
schedule:
_____________________________________________________________________.
The Option shall not vest for any Optioned Stock that has not
vested prior to the date the Optionee’s Continuous Status as
an Employee or Consultant (as defined in the Plan)
terminates.


 


Dated:                       
________________, 20___


 


 


	
Optionee
	
Tenax Therapeutics, Inc.
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
________________________	
________________________
	
 	
 
	Name: 
	By: 

	   
	
Title: 





             





 








  Exhibit
A to


Notice
of Grant of Stock Option






 


TENAX
THERAPEUTICS, INC.



STOCK OPTION AGREEMENT


 

A.           
The Board of Directors (the “Board”) and stockholders
of Tenax Therapeutics, Inc. (“the Company”) have
adopted the 1999 Amended Stock Plan, as amended and restated June
17, 2008 (the “Plan”) for the purpose of attracting and
retaining the services of key employees (including officers and
directors), non-employee Board members and consultants and other
independent advisors. All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such terms in
the Plan.


 

B.           
Optionee is an individual who is to render valuable services to the
Company or one or more Subsidiaries, and this Agreement is executed
pursuant to, and is intending to carry out the purposes of, the
Plan in connection with the grant of a stock option to purchase
shares of the Company’s Common Stock under the
Plan.


 


NOW, THEREFORE, it is hereby agreed as
follows:


 

1.            
Grant
of Option. Subject to and upon the terms and conditions set
forth in this Agreement, the Company hereby grants to Optionee, as
of the grant date (the “Grant Date”) specified in the
accompanying Notice of Grant, an Option to purchase up to that
number of shares of Common Stock (the “Optioned Stock”)
as is specified in the Notice of Grant. Such Optioned Stock shall
be purchased from time to time during the Option term at the
exercise price (the “Exercise Price”) specified in the
Notice of Grant.


 

2.            
Option
Term. This Option shall expire at the close of business on
the expiration date (the “Expiration Date”) specified
in the Notice of Grant, unless sooner terminated under the
Plan.


 

3.            
Limited
Transferability. This Option shall be exercisable only by
Optionee during Optionee’s lifetime and shall not be
transferable or assigned by Optionee other than by will or by the
laws of descent and distribution following Optionee’s
death.


 

4.            
Exercisability.
This Option shall become exercisable for the Optioned Stock in
accordance with the vesting schedule, if any, specified in the
Notice of Grant. As the Option becomes exercisable for one or more
installments, those installments shall accumulate, and the Option
shall remain exercisable for the accumulated installments until the
Expiration Date or sooner termination of the Option (a) on the date
that is three months following the date of termination of the
Optionee’s Continuous Status as
an Employee or Consultant, as provided in Section 7(c)(iii) of the
Plan, (b) on the date that is 12 months following the date
of termination of the Optionee’s Continuous Status as an Employee or Consultant due
to disability, as provided in Section 7(c)(iv) of the Plan,
(c) on the date that is 12 months following the date of
termination of the Optionee’s Continuous Status as an Employee or Consultant due
to death, as provided in Section 7(c)(v) of the Plan, or (d) the
date of termination of the Option pursuant to Section 18 of the
Plan. Except as provided in the Notice of Grant, this Option
shall not become exercisable for any additional Optioned Stock
following termination of the Optionee’s Continuous Status as an Employee or
Consultant.


 



 







 





 

5.            
Privilege of Stock
Ownership. The holder of this Option shall not have any of
the rights of a stockholder with respect to the Optioned Stock
until such individual shall have exercised the Option and paid the
exercise price for the Optioned Stock so purchased.


 

6.            
Exercising
Option. In order to exercise this Option with respect to all
or any part of the Optioned Stock for which this Option is at the
time exercisable, Optionee (or in the case of exercise after
Optionee’s death, Optionee’s executor, administrator,
heir or legatee, as the case may be) must take the following
actions and otherwise comply with the requirements of the
Plan:


 

(a)           
Deliver to the Corporate Secretary of the Company an executed
notice of exercise in substantially the form of Appendix I to this
Agreement (the “Exercise Notice”) in which there is
specified the number of shares of Optioned Stock that are to be
purchased under the exercised Option.


 

(b)           
Pay the aggregate Exercise Price for the purchased shares through
one or more of the following alternatives, subject to any
limitations or restrictions set forth in the Plan:


 

(1)           
full payment in cash or by check made payable to the
Company’s order;


 


(2)            by
means of a “cashless exercise” in which the Optionee
shall be entitled to receive a certificate for the number of shares
(subject to any tax withholding or adjustment) equal to the
quotient obtained by dividing [(A-B) (X)] by (A),
where:

 


(A) =
the Fair Market Value per share on the trading day immediately
preceding the date of exercise;


 


(B) =
the purchase price per share under the Option Agreement;
and


 


(X) =
the number of shares with respect to which the Option is exercised
as stated in the notice of exercise.


 




 

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7.            
Governing
Law. The
interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the state of Delaware without resort to
that state’s conflict-of-laws provisions.


 

8.            
No
Employment/Service Contracts. Nothing in this Agreement or in the
Plan shall confer upon Optionee any right to continue in the
Service of the Company (or any Subsidiary employing or retaining
Optionee) for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any
such Subsidiary) or Optionee, which rights are hereby expressly
reserved by each party, to terminate Optionee’s Service at
any time for any reason whatsoever, with or without
cause.


 

9.            
Notices.
Any notice required to be given or delivered to the Company under
the terms of this Agreement shall be in writing and addressed to
the Company in care of the Company Chief Financial Officer at the
Company’s offices at ONE Copley Parkway, Suite 490,
Morrisville, North Carolina 27560. Any notice required to be given
or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated on the Notice of Grant. All
notices shall be deemed to have been given or delivered upon
personal delivery or upon deposit in the U. S. Mail, by registered
or certified mail, postage prepaid and properly addressed to the
party to be notified.


 

10.            
Construction.
This Agreement and the Option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan, unless, in the
specific instance, a provision in this Agreement states that it
supersedes a provision in the Plan. All decisions of the
Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in this Option.


 

11.            
Additional Terms
Applicable to an Incentive Stock Option. In the event this Option is designated
an Incentive Stock Option in the Notice of Grant, the following
terms and conditions shall also apply to the grant:


 

a.           
If this Option is to become exercisable in a series of installments
as indicated in the Notice of Grant, no such installment shall
qualify for favorable tax treatment as an Incentive Stock Option
under the Federal tax laws if (and to the extent) the aggregate
Fair Market Value (determined at the Grant Date) of the shares of
the Company’s Common Stock for which such installment first
becomes exercisable hereunder will, when added to the aggregate
value (determined as of the respective date or dates of grant) of
the Common Stock or other securities for which this Option or one
or more other Incentive Stock Options granted to Optionee prior to
the Grant Date (whether under the Plan or any other option plan of
the Company or any Subsidiary) first become exercisable during the
same calendar year, exceed $100,000 in the aggregate. Should the
number of shares of Common Stock for which this Option first
becomes exercisable in any calendar year exceed the applicable
$100,000 limitation, the Option may nevertheless be exercised for
those excess shares in such calendar year as a non-statutory
option.


 

b.           
Should the exercisability of this Option be accelerated upon a
merger or corporate reorganization, then this Option shall qualify
for favorable tax treatment as an Incentive Stock Option under the
Federal tax laws only to the extent the aggregate Fair Market Value
(determined at the Grant Date) of the number of shares of the
Company’s Common Stock for which this Option first becomes
exercisable in the calendar year in which the corporate transaction
occurs does not, when added to the aggregate value (determined as
of the respective date or dates of grant) of the shares of Common
Stock or other securities for which this Option or one or more
other Incentive Stock Options granted to Optionee prior to the
Grant Date (whether under the Plan or any other option plan of the
Company or any Subsidiary) first become exercisable during the same
calendar year, exceed $100,000 in the aggregate. Should the number
of shares of Common Stock for which this Option first becomes
exercisable in the calendar year of such corporate transaction
exceed the applicable $100,000 limitation, the Option may
nevertheless be exercised for the excess shares in such calendar
year as a non-statutory option.


 



 

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c.           
Should Optionee hold, in addition to this Option, one or more other
options to purchase shares of the Company’s Common Stock
which become exercisable for the first time in the same calendar
year as this Option, then the foregoing limitations on the
exercisability of such options as Incentive Stock Options under the
Federal tax laws shall be applied on the basis of the order in
which such options are granted.


 

d.           
To the extent this Option should fail to qualify for Incentive
Stock Option treatment under the Federal tax laws, Optionee shall
recognize compensation income at the time the Option is exercised
in an amount equal to the Fair Market Value of the Optioned Stock
so purchased less the aggregate Exercise Price paid for those
shares, and Optionee must make appropriate arrangements with the
Company or any Subsidiary employing Optionee for the satisfaction
of all Federal, state or local income and employment tax
withholding requirements applicable to such compensation
income.


 

12.            
Additional Terms
Applicable to a Non-Statutory Stock Option. In the event this Option is designated
a non-statutory stock option in the Notice of Grant, Optionee shall
make appropriate arrangements with the Company or any Subsidiary
employing Optionee for the satisfaction of all Federal, state or
local income and employment tax withholding requirements applicable
to the exercise of this Option.


 

13.            
Restrictions Under
Securities Laws. The
shares of Common Stock issuable upon exercise of the Option have
not been registered under the Securities Act of 1933 and applicable
state statutes, and can only be sold in reliance on exemptions from
the registration provisions of the Securities Act of 1933 and
applicable state statutes. The Optionee agrees and acknowledges
that any purported exercise of the Option is conditioned on, and
subject to, any compliance with requirements of applicable Federal
and state securities laws deemed necessary by the Company, and the
inability or failure of the Company to satisfy any such
requirements and, therefore, reject exercise of the Option, shall
not subject the Company to any liability to the Optionee. The
shares of Common Stock issued on exercise of the Option shall be
(unless registered under applicable Federal and state securities
laws) unregistered or “restricted” securities and may
be sold by the Optionee only if registered under the Securities Act
of 1933 and, in some cases, under the applicable state securities
laws or under an exemption from such registration
requirements.

 


 




 

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Appendix
I


 


FORM
OF PURCHASE


(to
be signed only upon exercise of Option)


 

TO:       
Tenax Therapeutics, Inc.


 


The
Optionee, holder of the attached Option, hereby irrevocable elects
to exercise the purchase rights represented by the Option for, and
to purchase thereunder, ____________________________________ shares
of Common Stock of Tenax Therapeutics, Inc., and herewith makes
payment therefor, and requests that the certificate(s) for such
shares be delivered to the Optionee at:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


The
Optionee agrees and acknowledges that this purported exercise of
the Option is conditioned on, and subject to, any compliance with
requirements of applicable federal and state securities laws deemed
necessary by the Company, and to Optionee’s satisfaction of
all Federal, state or local income and employment tax withholding
requirements applicable to this exercise.


 


DATED
this ________ day of ________________________________,
__________.


 


	
 

	
____________________________________

Signature









 


 




 

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