Exhibit 10.4


 


INCENTIVE
STOCK OPTION AGREEMENT

PURSUANT TO THE

SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLAN


 


*
* * * *


 


Participant:
_____________________


Grant
Date: _____________________


Per
Share Exercise Price: $_____1


Number
of Shares subject to this Option: _____________________


 


*
* * * *


 


THIS
INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered
into by and between SomaLogic, Inc., a Delaware corporation (the “Company”), and the Participant specified above,
pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”),
which is administered by the Committee; and


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of the Company to grant the Incentive Stock Option provided
for herein to the Participant.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows:


 


1. Incorporation
By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not
to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as
if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed
thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan
carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan,
the terms of the Plan shall control.


 


2. Grant
of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, an Incentive Stock Option (this
“Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares
of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the Plan, the Participant agrees
and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against
potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as
a stockholder with respect to any of the shares of Common Stock covered by the Option unless and until the Participant has become the
holder of record of such shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights
in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement.


 





 






		1	Note:
The Per Share Exercise Price of an Incentive Stock Option granted to a Ten Percent Stockholder may not be less than 110% of the Fair
Market Value of the Common Stock on the Grant Date.





 




     


     


    

 


3. Tax
Matters. The Option granted hereunder is intended to qualify as an “incentive stock option” under Section 422 of
the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events,
(a) if the Participant disposes of the Option Shares at any time during the two (2)-year period following the date of this Agreement
or the one (1)-year period following the date of any exercise of the Option; (b) except in the event of the Participant’s death
or Disability, if the Participant is not employed by the Company, a Parent or a Subsidiary at all times during the period beginning on
the date of this Agreement and ending on the day that is three (3) months before the date of any exercise of the Option; or (c) to the
extent that the aggregate fair market value of the Common Stock subject to “incentive stock options” held by the Participant
which become exercisable for the first time in any calendar year (under all plans of the Company a Parent or a Subsidiary) exceeds $100,000.
For purposes of clause (c) above, the “fair market value” of the Common Stock shall be determined as of the Grant Date. To
the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option
and shall constitute a separate Non-Qualified stock option. In the event that the Participant disposes of the Option Shares within either
two (2) years following the Grant Date or one (1) year following the date of exercise of the Option, the Participant must deliver to
the Company, within seven (7) days following such disposition, a written notice specifying the date on which such shares were disposed
of, the number of shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received.


 


4. Vesting
and Exercise.


 


(a) Vesting.
Subject to the provisions of Sections 4(b) and 4(c) hereof, the Option shall vest and become exercisable as follows, provided that the
Participant has not incurred a Termination prior to each such vesting date:


 


	Vesting Date	 	 	Number of Shares	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 
	[●]	 	 	[●]	 




 


There
shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate
vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting
date. Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.


 


(b) Committee
Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated
vesting of the Option at any time and for any reason.


 


(c) [Termination
Following a Change in Control. Change in Control vesting provisions to be determined on a case-by-case basis by the Committee.]


 




    - 2 -


     


    

 


(d) Expiration.
Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether
vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date; provided
that, in the event that the Participant is a Ten Percent Stockholder, unless earlier terminated in accordance with the terms and provisions
of the Plan or this Agreement, the entire Option hereunder (whether vested or not vested) shall expire and shall no longer be exercisable
after the expiration of five (5) years from the Grant Date.


 


5. Termination.
Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination,
shall remain exercisable as follows:


 


(a) Termination
due to Death or Disability. In the event of the Participant’s Termination by reason of death or Disability, the vested portion
of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration
of the stated term of the Option pursuant to Section 4(d) hereof; provided, however, that in the case of a Termination
due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall
thereafter be exercisable by the legal representative of the Participant’s estate, to the extent to which it was exercisable at
the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the
Option pursuant to Section 4(d) hereof.


 


(b) Involuntary
Termination Without Cause. In the event of the Participant’s involuntary Termination by the Company without Cause, the vested
portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii)
the expiration of the stated term of the Option pursuant to Section 4(d) hereof.


 


(c) Voluntary
Resignation. In the event of the Participant’s voluntary Termination (other than a voluntary Termination described in Section
5(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such
Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 4(d) hereof.


 


(d) Termination
for Cause. In the event of the Participant’s Termination for Cause or in the event of the Participant’s voluntary Termination
(as provided in Section 5(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant’s entire
Option (whether or not vested) shall terminate and expire upon such Termination.


 


(e) Treatment
of Unvested Options upon Termination. Any portion of the Option that is not vested as of the date of the Participant’s Termination
for any reason shall terminate and expire as of the date of such Termination.


 


6. Method
of Exercise and Payment. Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect
to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part,
at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and
6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee
and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the
portion of the Option exercised.


 




    - 3 -


     


    

 


7. Non-Transferability.
The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged,
transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary
disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber
or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon
the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or
effect.


 


8. Governing
Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.


 


9. Withholding
of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company,
an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s
FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code
and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant fails to do so, the Company may
otherwise refuse to issue or transfer any shares of Common Stock otherwise required to be issued pursuant to this Agreement. Any minimum
statutorily required withholding obligation with regard to the Participant may, with the consent of the Committee, be satisfied by reducing
the amount of cash or shares of Common Stock otherwise deliverable upon exercise of the Option.


 


10. Entire
Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect
to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between
the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement
from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed
by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment
of this Agreement as soon as practicable after the adoption thereof.


 


11. Notices.
Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon
receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing
and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.


 


12. No
Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall
be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of
the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason
and with or without Cause.


 




    - 4 -


     


    

 


13. Transfer
of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary)
of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without
limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.


 


14. Compliance
with Laws. The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be
subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations
promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or
any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.


 


15. Section
409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable
requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.


 


16. Binding
Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Participant shall not assign (except in accordance with Section 7 hereof) any part of this Agreement without
the prior express written consent of the Company.


 


17. Headings.
The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not
be deemed to be a part of this Agreement.


 


18. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same instrument.


 


19. Further
Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall
execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request
in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions
contemplated thereunder.


 


20. Severability.
The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable
to the fullest extent permitted by law.


 


21. Acquired
Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award
of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the
Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to
any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s
ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.


 


[Remainder
of Page Intentionally Left Blank]


 




    - 5 -


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


 


	 	SOMALOGIC, INC.
	 	 	 
	 	By:	                  
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	PARTICIPANT
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


-
6 -