EXHIBIT
10.9


 


IMMUCELL
CORPORATION


 


2017
STOCK OPTION AND INCENTIVE PLAN


 


INCENTIVE
STOCK OPTION AGREEMENT


 


ImmuCell
Corporation, a Delaware corporation (hereinafter the “Company”), hereby grants to ____________ (the “Optionee”),
pursuant to the Company’s 2017 Stock Option and Incentive Plan (hereinafter the “2017 Plan”), a copy of which
is attached hereto as Exhibit A, an Incentive Stock Option (the “Option”) to purchase ___________(______) shares of
common stock of the Company at the price of $ per share, such price being equal to the Fair Market Value (as defined in the 2017
Plan) of the common stock on the date hereof.


 


This
Option is specifically subject to all of the terms and conditions of the 2017 Plan with the same force and effect as if fully
set forth in this Option. In the event of any inconsistency or misunderstanding with respect to the terms of this Option, as compared
with the provisions of the 2017 Plan, the provisions of the 2017 Plan shall control and prevail.


 


1.
EXERCISE.


 


This
Option may be exercised in full or in part pursuant to the procedures and requirements set forth in the 2017 Plan. This Option
shall be exercisable according to the following schedule:


 


(i)______________________________;
and


 


		(ii)	In
the event of a change in control of the Company, the Optionee’s right to purchase Shares subject to the Option shall vest
immediately. For purposes of this clause, ‘change in control’ shall mean any one of the following events:



 


(a)
Any person shall become beneficial owner, directly or indirectly, of securities representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding stock.


 


As
used in this Paragraph 1. (ii) (a), ‘beneficial owner’ shall have the meaning ascribed to it from time to time under
rules promulgated by the Securities and Exchange Commission pursuant to Section 13 (d) of the Securities Exchange Act of 1934,
or any similar successor statute or rule and a ‘person’ shall include any natural person, corporation, partnership,
trust, association, or any group or combination thereof, whose ownership of the Company stock would be reportable pursuant to
such provision of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;


 


(b)
The Company’s stockholders approve (i) any consolidation or merger of the Company (other than a reincorporation or similar
consolidation or merger not changing the stock ownership of the surviving or resulting entity from the stock ownership of the
Company immediately prior to such transaction) in which the Company is not the continuing or surviving corporation or pursuant
to which shares of Company common stock would be converted into cash, securities or other property, or (ii) any sale, lease, exchange,
liquidation or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the
Company.


 






     


     


    

 


(c)
Any other event which a majority of all the Company’s Directors who are not employees of the Company determines constitutes
a change of control.


 


The
purchase price for the shares purchased upon exercise of this Option shall be paid (i) in cash or certified check, or at the discretion
of the Compensation and Stock Option Committee of the Board of Directors of the Company, (ii) by the delivery of shares of the
Company’s common stock with a Fair Market Value at the time of exercise equal to the total option price, or (iii) by any
combination of the methods described in (i) and (ii). As soon as practicable following an exercise of this Option by delivery
to the Company of the exercise price, the Company shall provide the Optionee with a certificate for the shares being purchased.
Such certificate shall have endorsed thereon any legends required under federal or state securities laws.


 


2.
NON-TRANSFERABILITY.


 


Except
as otherwise provided in the 2017 Plan, this Option is not transferable by the Optionee, and is exercisable only pursuant to the
terms and limitations of the 2017 Plan.


 


3.
TERMINATION OF OPTION.


 


Unless
earlier terminated pursuant to the terms of the 2017 Plan, this Option shall terminate ten (10) years from the date hereof, on
____________, and may not be exercised after that date. If the Optionee’s employment by the Company shall terminate for
any reason other than disability or death, his or her rights under this Option shall be governed by Section II.2.(c) (ii) of the
2017 Plan; if the Optionee’s employment by the Company shall terminate by reason of disability, his or her rights under
this Option shall be governed by Section II.2. (c) (iii) of the 2017 Plan; and if the Optionee’s employment by the Company
shall terminate by death, his or her rights under this Option shall be governed by Section II.2 (c) (iv) of the 2017 Plan.


 


4.
ACKNOWLEDGEMENT OF OPTIONEE.


 


The
Optionee hereby accepts the grant of the foregoing Option and agrees to be bound by its terms and provisions. The Optionee further
acknowledges receipt of a copy of the 2017 Plan, that he or she has read and understood the same, and agrees to be bound by its
terms, conditions and restrictions.


 


5.
DATE OF OPTION.


 


The
Option is granted as of ______________.


 


	 	IMMUCELL CORPORATION
	 	 
	 	By:	 
	 	Its:	President and Chief Executive Officer
	 	 
	 	Optionee