Exhibit 10.9


 


Archer
Aviation Inc.

Stock Option Grant Notice

(2021 Equity Incentive Plan)


 


Archer Aviation Inc. (the “Company”),
pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”)
an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is
subject to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise,
all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined
in the Plan or the Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.


 


	Optionholder:	

	Date of Grant:	

	Vesting Commencement Date:	

	Number of Shares of Common Stock Subject to Option:	

	Exercise Price (Per Share):	

	Total Exercise Price:	

	Expiration Date:	



 


Type
of Grant:              [Incentive
Stock Option] OR [Nonstatutory Stock Option]


 


Exercise
and


Vesting
Schedule:       Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest
as follows:


 


[_____________________________________________________________]


 


Optionholder acknowledges and agrees
that the Exercise and Vesting Schedule may change prospectively in the event Optionholder’s service status changes between full-
and part-time status and/or in the event Optionholder on an approved leave of absence in accordance the Company’s policies relating
to work schedules and vesting of awards or as determined by the Board.


 


Optionholder
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company,
you understand and agree that:


 


		·	The Option is governed by this Stock Option Grant Notice (this “Grant Notice”),
and the provisions of the Plan and the Stock Option Agreement and the Notice of Exercise, all of which are made a part of this document.
Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”)
may not be modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.



 






    


     


    

 


		·	[If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted
to you) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess
over $100,000 is a Nonstatutory Stock Option.]



 


		·	You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any
other Plan-related 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.



 


		·	You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice
of Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice
of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



 


		·	The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception
of other equity awards previously granted to you and any written employment agreement, offer letter, severance agreement, written severance
plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option.



 


		·	Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.



 


	Archer Aviation Inc.	 	Optionholder:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	        	 	Date:	                    
	Date:	 	 	 



 


Attachments:
Stock Option Agreement, 2021 Equity Incentive Plan, Notice of Exercise


 






    


     


    

 


Attachment
I


 


Archer
Aviation Inc.

Stock Option Agreement


(2021
Equity Incentive Plan)


 


As reflected by your Stock
Option Grant Notice (“Grant Notice”), Archer Aviation Inc. (the “Company”) has granted
you an option under the Company’s 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares
of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly
defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as
applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement.


 


The general terms and conditions
applicable to your Option are as follows:


 


1.            Governing
Plan Document. Your Option is subject to all the provisions of the Plan, including but not limited
to the provisions in:


 


(a)            Section 6
regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your Option;


 


(b)            Section 9(e) regarding
the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the Option; and


 


(c)            Section 8
regarding the tax consequences of your Option.


 


Your Option is further subject to all interpretations,
amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control.


 


2.            No
Stockholder Rights. Unless and until such time as
shares of Common Stock are issued following exercise of the Option, you will have no ownership of the shares allocated to the Option and
will have no right to vote such shares. You shall receive no benefit or adjustment to this Option award with respect to any cash dividend,
stock dividend or other distribution that does not result from a capitalization adjustment; provided, however, that this sentence will
not apply with respect to any shares of Common Stock that are delivered to you following exercise of your Option award after such shares
have been delivered to you.


 


3.            Exercise.


 


(a)            You
may generally exercise the vested portion of your Option for whole shares of Common Stock at any time during its term by delivery of payment
of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the
exercise procedures established by the Plan Administrator, which may include an electronic submission. Please review Sections 4(i), 4(j) and
7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods.


 






    


     


    

 


(b)            To
the extent permitted by Applicable Law, you may pay your Option exercise price as follows:


 


(i)            cash,
check, bank draft or money order;


 


(ii)           subject
to Company and/or Committee consent at the time of exercise, pursuant to a “cashless exercise” program as further described
in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded;


 


(iii)         subject
to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of Common Stock as further described
in Section 4(c)(iii) of the Plan; or


 


(iv)          subject
to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise”
arrangement as further described in Section 4(c)(iv) of the Plan.


 


4.            Term.
You may not exercise your Option before the commencement of its term or after its term expires. The term
of your Option commences on the Date of Grant and expires upon the earliest of the following:


 


(a)            immediately
upon the termination of your Continuous Service for Cause;


 


(b)            three
months after the termination of your Continuous Service for any reason other than Cause, Disability or death;


 


(c)            12
months after the termination of your Continuous Service due to your Disability;


 


(d)            18
months after your death if you die during your Continuous Service;


 


(e)            immediately
upon a Corporate Transaction if the Board has determined that the Option will terminate in connection with a Corporate Transaction,


 


(f)            the
Expiration Date indicated in your Grant Notice; or


 


(g)            the
day before the 10th anniversary of the Date of Grant.


 


Notwithstanding the foregoing, if you die during
the period provided in Section 3(b) or 3(c) above, the term of your Option shall not expire until the earlier of (i) 18
months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration
Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination
Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan.


 






    


     


    

 


To obtain the federal income
tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your Option
and ending on the day three months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate,
except in the event of your death or Disability. If the Company provides for the extended exercisability of your Option under certain
circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more
than three months after the date your employment terminates.


 


5.            Withholding
Obligations. As further provided in Section 8 of the Plan: (a) you may not exercise
your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole
or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required
to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of your
Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option
even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock subject to your Option, unless
and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with
your Option was greater than the amount actually withheld by the Company, you agree to indemnify and hold the Company harmless from any
failure by the Company to withhold the proper amount.


 


6.            Incentive
Stock Option Disposition Requirement. If your Option is an Incentive Stock Option, you must notify
the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise
of your Option that occurs within two years after the date of your Option grant or within one year after such shares of Common Stock are
transferred upon exercise of your Option.


 


7.            Transferability.
Except as otherwise provided in Section 4(e) of the Plan, your Option is not transferable, except
by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you.


 


8.            Corporate
Transaction. Your Option is subject to the terms of any agreement governing a Corporate Transaction
involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized
to act on your behalf with respect to any escrow, indemnities and any contingent consideration.


 


9.            No
Liability for Taxes. As a condition to accepting
the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates
related to tax liabilities arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult
with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or
knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the
exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the
Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition
to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates
in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value” of the Common
Stock on the date of grant as subsequently determined by the Internal Revenue Service.


 






    


     


    

 


10.            Severability.
If any part of this Option 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 Option Agreement or the Plan not declared to be unlawful or invalid.  Any
Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid will, 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


 


11.            Other
Documents.  You hereby acknowledge receipt of or the right to receive a document providing
the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus.  In
addition, you acknowledge receipt of the Company’s Trading Policy.


 


12.            Questions.
 If you have questions regarding these or any other terms and conditions applicable to your Option,
including a summary of the applicable federal income tax consequences please see the Prospectus.


 


* * *
*


 






    


     


    

 


Attachment
II


 


2021
Equity Incentive Plan


 






    


     


    

 


Attachment
III


 


Archer
Aviation Inc.


NOTICE OF EXERCISE


(2021
Equity Incentive Plan)


 


Archer
Aviation Inc.


1880 Embarcadero
Road


	Palo Alto, CA 94303	 	     Date of Exercise: _______________




 


This constitutes notice to
Archer Aviation Inc. (the “Company”) that I elect to purchase the below number of shares of Common Stock of
the Company (the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not
explicitly defined in this Notice of Exercise but defined in the Stock Option Grant Notice, Stock Option Agreement or 2021 Equity Incentive
Plan (the “Plan”) shall have the meanings set forth in the Stock Option Grant Notice, Stock Option Agreement
or Plan, as applicable. Use of certain payment methods is subject to Company and/or Committee consent and certain additional requirements
set forth in the Stock Option Agreement and the Plan.


 


	Type of option (check one):	 	Incentive   ̈	Nonstatutory   ̈
	Date of Grant:	 	_______________	 
	Number of Shares as

to which Option is

exercised:	 	_______________	 
	Certificates to be

issued in name of:	 	_______________	 
	Total exercise price:	 	$______________	 
	Cash, check, bank draft or money order delivered herewith:	 	$______________	 
	Value of ________ Shares delivered herewith:	 	$______________	 
	Regulation T Program (cashless exercise)	 	$_____________	 
	Value of _______ Shares pursuant to net exercise:	 	$_____________	 


 






    


     


    

 


By this exercise, I agree
(i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to satisfy the tax withholding
obligations, if any, relating to the exercise of this Option as set forth in the Stock Option Agreement, and (iii) if this exercise
relates to an incentive stock option, to notify the Company in writing within 15 days after the date of any disposition of any of the
Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within one year after such Shares are
issued upon exercise of this Option.


 


	 	Very truly yours,