Exhibit 10.9 


 


OPTION GRANT NOTICE

UNDER THE

Snap One Holdings Corp.

2021 EQUITY INCENTIVE PLAN


 


Snap One Holdings Corp., Delaware corporation (the
 “Company”), pursuant to its 2021 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”),
hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common
Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions
as set forth herein, in the Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant),
and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.


 


Participant:


 


Date of Grant:


 


Vesting Commencement Date:


 


Number of Options:


 


Exercise Price:


 


Option Period Expiration Date:


 


Type of Option:


 


Vesting Schedule:


 


		*	*	*	 



 






     


     


    

 


THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT
OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES
TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN.


 


Participant1


 


		 



 


 


Snap One Holdings Corp.


 





	 	 



 


By:

Title:


 





 






	1	To the extent that the Company has established, either itself
or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant’s
signature hereto.


 


[Signature Page to Option
Grant Notice]


 






     


     


    

 


OPTION AGREEMENT

UNDER THE

Snap One Holdings Corp.

2021 EQUITY INCENTIVE PLAN


 


Pursuant to the Option Grant
Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms
of this Option Agreement (this “Option Agreement”) and the Snap One Holdings Corp. 2021 Equity Incentive Plan, as it
may be amended and restated from time to time (the “Plan”), the Company and the Participant agree as follows. Capitalized
terms not otherwise defined herein shall have the same meaning as set forth in the Plan.


 


1.            Grant
of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the
number of Options provided in the Grant Notice (with each Option representing the right to purchase one share of Common Stock), at an
Exercise Price per share as provided in the Grant Notice. The Company may make one or more additional grants of Options to the Participant
under this Option Agreement by providing the Participant with a new grant notice, which may also include any terms and conditions differing
from this Option Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional
Options hereunder and makes no implied promise to grant additional Options.


 


2.            Vesting.
Subject to the conditions contained herein and in the Plan, the Options shall vest as provided in the Grant Notice.


 


3.            Treatment
of Options on Termination. The provisions of Section 7(c)(iii) of the Plan are incorporated herein by reference and made
a part hereof; provided, however, that in the case of a Termination as a result of the Participant’s death, unvested
Options will remain outstanding for one (1) month following the date of such Termination (or through the Expiration Date, if earlier),
but shall be eligible to vest only to the extent the Committee determines, during such one (1) month period (or prior to the Expiration
Date, if earlier), to accelerate the vesting of such unvested Options, and if the Committee fails to make such determination, the Options
will expire without further action at the end of such period.


 


4.            Method
of Exercising Options. The Options may be exercised by the delivery of notice of the number of Options that are being exercised accompanied
by payment in full of the Exercise Price applicable to the Options so exercised. Such notice shall be delivered either (a) in writing
to the Company at its principal office or at such other address as may be established by the Committee, to the attention of the Company’s
General Counsel or its designee; or (b) to a third-party plan administrator as may be arranged for by the Company or the Committee
from time to time for purposes of the administration of outstanding Options under the Plan, in the case of either (a) or (b), as
communicated to the Participant by the Company from time to time. Payment of the aggregate Exercise Price may be made using any of the
methods described in Section 7(d)(i) or (ii)(A), (B) and (C) of the Plan; provided that the Participant shall
obtain written consent from the Company prior to the use of the methods described in Section 7(d)(ii)(A) of the Plan.


 






     


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5.            Issuance
of Shares of Common Stock. Following the exercise of an Option hereunder, as promptly as practical after receipt of such notification
and full payment of such Exercise Price and any required income or other tax withholding amount (as provided in Section 9 hereof),
the Company shall issue or transfer, or cause such issue or transfer, to the Participant the number of shares of Common Stock with respect
to which the Options have been so exercised, and shall either (a) deliver, or cause to be delivered, to the Participant a certificate
or certificates therefor, registered in the Participant’s name or (b) cause such shares of Common Stock to be credited to the
Participant’s account at the third-party plan administrator.


 


6.            Company;
Participant.


 


(a)          The
term “Company” as used in this Option Agreement with reference to employment shall include the Company and its Subsidiaries.


 


(b)          Whenever
the word “Participant” is used in any provision of this Option Agreement under circumstances where the provision should logically
be construed to apply to the executors, the administrators, or the person or persons to whom the Options may be transferred in accordance
with Section 12(b) of the Plan, the word “Participant” shall be deemed to include such person or persons.


 


7.            Non-Transferability.
The Options are not transferable by the Participant; provided, however, to the extent permitted by the Committee in accordance
with Section 12(b) of the Plan, vested Options may be transferred to Permitted Transferees. Except as otherwise provided herein,
no assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law
or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or
transfer the Options shall terminate and become of no further effect.


 


8.            Rights
as Shareholder. The Participant shall have no rights as a shareholder with respect to any share of Common Stock covered by an Option
unless and until the Participant shall have become the holder of record or the beneficial owner of such share of Common Stock, and no
adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record
date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.


 


9.            Tax
Withholding. The provisions of Section 12(d) of the Plan are incorporated herein by reference and made a part hereof.


 


10.          Notice.
Every notice or other communication relating to this Option Agreement between the Company and the Participant shall be in writing, which
may include by electronic mail, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time
to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless
and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered
to the Company at its principal executive office, to the attention of the Company’s General Counsel or its designee, and all notices
or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at
the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications
between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the
procedures established by such third-party plan administrator and communicated to the Participant from time to time.


 






     


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11.          No
Right to Continued Service. This Option Agreement does not confer upon the Participant any right to continue as an employee or service
provider to the Company.


 


12.          Binding
Effect. This Option Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.


 


13.          Waiver
and Amendments. Except as otherwise set forth in Section 11 of the Plan, any waiver, alteration, amendment or modification of
any of the terms of this Option Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however,
that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver
by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences
or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


14.          Clawback/Forfeiture.
Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental
Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (a) canceling the Options,
or (b) requiring that the Participant forfeit any gain realized on the exercise of the Options or the disposition of any shares of
Common Stock received upon exercise of the Options, and repay such gain to the Company. In addition, if the Participant receives any amount
in excess of what the Participant should have received under the terms of this Option Agreement for any reason (including without limitation
by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to
repay any such excess amount to the Company. Without limiting the foregoing, all Options shall be subject to reduction, cancellation,
forfeiture or recoupment to the extent necessary to comply with applicable law.


 


15.          Governing
Law. This Option Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of law thereof. Notwithstanding anything contained in this Option Agreement, the Grant Notice or the Plan
to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Option Agreement, the Grant Notice
or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.


 


16.          Plan.
The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms
and provisions of the Plan and the provisions of this Option Agreement (including the Grant Notice), the Plan shall govern and control.


 






     


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17.          Imposition
of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the
Plan, on the Options and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or
advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may
be necessary to accomplish the foregoing.


 


18.          Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 


19.          Entire
Agreement. This Option Agreement, the Grant Notice and the Plan constitute the entire agreement of the parties hereto in respect of
the subject matter contained herein and supersede all prior agreements and understandings of the parties, oral and written, with respect
to such subject matter.