EX-10.17




 Exhibit 10.17 

RIGETTI COMPUTING, INC. 

STOCK OPTION GRANT NOTICE 

(2022 EQUITY INCENTIVE PLAN) 

Rigetti Computing, Inc. (the “Company”), pursuant to the Rigetti Computing, Inc. 2022 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, 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 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 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 document containing the Plan
information specified in Section 10(a) of the Securities Act (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 Option Agreement, the Notice of Exercise and
the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Stock 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. 


  

									
	RIGETTI COMPUTING, INC.	 		 	OPTIONHOLDER:
					
	By:	 	  
	 		 		 	  

		 	Signature	 		 		 	Signature
					
	Title:	 	  
	 		 	Date:	 	  

	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise 











 ATTACHMENT I 

STOCK OPTION AGREEMENT 











 RIGETTI COMPUTING, INC. 

2022 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Rigetti Computing, Inc. (the
“Company”) has granted you an option under the Rigetti Computing, Inc. 2022 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(c) regarding certain 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 Stock Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2. 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. 

(c) By accepting your Option, you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days
following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar
rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the
Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or
that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any
transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 2(c). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 2(c) and will
have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 3.
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. 
 4. 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. 
 5. 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. 

6. 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. 

7. 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. 











 8. 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. 
 9. SEVERABILITY. If any part of this Stock 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 Stock Option Agreement or the Plan not declared to be unlawful or invalid. Any
Section of this Stock 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 
 10. 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.

 11. 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 

2022 EQUITY INCENTIVE PLAN 











 ATTACHMENT III 

NOTICE OF EXERCISE