Exhibit 10.9


 


	Name:	 
	Number
    of Shares of Stock subject to the Stock Option:	 
	Exercise
    Price Per Share:	$
	Date
    of Grant:	 
	[Vesting
    Commencement Date:]	 


 


HILLMAN
SOLUTIONS CORP.

2021 Equity Incentive Plan


 


Non-Statutory
Stock Option Agreement


 


This agreement (this “Agreement”)
evidences a stock option granted by Hillman Solutions Corp. (the “Company”) to the individual named above (the “Participant”),
pursuant to and subject to the terms of the Hillman Solutions Corp. 2021 Equity Incentive Plan (as from time to time amended and in effect,
the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the
Plan.


 


1.            
Grant of Stock Option. The Company grants to the Participant on the date set forth above (the “Date of Grant”)
an option (the “Stock Option”) to purchase, pursuant to and subject to the terms and conditions set forth in this Agreement
and in the Plan, up to the number of shares of Stock set forth above (the “Shares”) with an exercise price per Share
as set forth above, in each case, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the
date hereof.


 


The Stock Option evidenced by this Agreement is a
non-statutory option (that is, an option that is not intended to qualify as an ISO) and is granted to the Participant in connection with
the Participant’s Employment.


 


2.            
Vesting. The term “vest” as used herein with respect to the Stock Option or any portion thereof means
to become exercisable and the term “vested” as used herein with respect to the Stock Option (or any portion thereof)
means that the Stock Option (or portion thereof) is then exercisable. Unless earlier terminated, forfeited, relinquished or expired, the
Stock Option will vest .


 


3.             Exercise
of the Stock Option. No portion of the Stock Option may be exercised until such portion vests. Each election to exercise any
vested portion of the Stock Option will be subject to the terms and conditions of the Plan and must be in written or electronic form
acceptable to the Administrator, signed (including by electronic signature) by the Participant or, if at the relevant time the Stock
Option has passed to the estate or beneficiary of the Participant or a permitted transferee, by such estate or beneficiary or
permitted transferee. Each such written or electronic exercise election must be received by the Company at its principal office or
at such other place or by such other party as the Administrator may prescribe and must be accompanied by payment in full of the
exercise price by cash or check, through a broker-assisted exercise program acceptable to the Administrator, or as otherwise
provided in the Plan. Subject to earlier termination as set forth herein or in the Plan (including Section 6(a)(4) of the Plan), the
latest date on which the Stock Option or any portion thereof may be exercised is the tenth (10th) anniversary of the Date
of Grant (the “Final Exercise Date”) and, if not exercised on or prior to such date, the Stock Option or any
remaining portion thereof will thereupon immediately terminate.


 






    


     


    

 


4.            
Cessation of Employment. If the Participant’s Employment ceases for any reason, except as expressly provided for in
a written agreement between the Participant and the Company or one of its affiliates that is in effect at the time of such cessation of
Employment, the Stock Option, to the extent not then vested, will be immediately forfeited for no consideration, and any vested portion
of the Stock Option that is then outstanding will remain exercisable for the period, if any, described in Section 6(a)(4) of the Plan.


 


5.             
Restrictions on Transfer. The Stock Option may not be transferred except as expressly permitted under Section 6(a)(3) of
the Plan.


 


6.            
Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted, the Stock Option, the Participant
expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the Stock Option, including
the right to any Shares acquired under the Stock Option or any amounts received in respect thereof, are subject to Section 6(a)(5) of
the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment
policy and any stock ownership guidelines of, or established by, the Company. Nothing in the preceding sentence will be construed as limiting
the general application of Section 8 of this Agreement.


 


7.             
Taxes. The Participant expressly acknowledges and agrees that the Participant’s
rights hereunder, including the right to be issued Shares upon exercise of the Stock Option, are subject to the Participant promptly paying
to the Company in cash or by check (or by such other means as may be acceptable to the Administrator) all taxes and other amounts required
to be withheld. No Shares will be issued pursuant to the exercise of the Stock Option unless and until the person exercising the Stock
Option has remitted to the Company an amount in cash sufficient to satisfy any withholding requirements, or has made other arrangements
satisfactory to the Company with respect to such amounts. The Participant authorizes the Company and its subsidiaries to withhold any
amounts due in respect of any required withholdings from any amounts otherwise owed to the Participant, but nothing in this sentence will
be construed as relieving the Participant from any liability for satisfying his or her obligation under the preceding provisions of this
Section.


 


8.            
Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated
herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or
being deemed to have accepted, the Stock Option, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the
event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.


 






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9.             Acknowledgements.
The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be
an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged
using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature
for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally
binding agreement when this Agreement is countersigned by the Participant.


 


[Signature page follows.]


 






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The Company, by its duly authorized officer, and
the Participant have executed this Agreement.





 


	 	HILLMAN SOLUTIONS CORP.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


	Agreed and Accepted:
	 	 	 
	By	 	 
	 	[Participant’s Name]	 



 


Signature page to Stock Option Agreement