EX-10.9



 Exhibit 10.9 

ARIOSA DIAGNOSTICS, INC. 

RESTRICTED STOCK AWARD GRANT NOTICE 

(2014 EQUITY INCENTIVE PLAN) 

Ariosa Diagnostics, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby awards to Participant the number
of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement, the Plan, the form of Joint Escrow
Instructions and the form of Assignment Separate from Certificate, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	Participant:	  	                            
	Date of Grant:	  	                            
	Vesting Commencement Date	  	                            
	Number of Shares Subject to Award:	  	                            
	Consideration:	  	Participant’s Future Services

  

			
	Vesting Schedule:	  	1/12th of the shares shall vest in a series of 12 successive equal monthly installments from the Vesting Commencement Date, subject to the optionee’s Continuous Service as
of each such date.
		
		  	In the event of a Change in Control or Corporate Transaction, any unvested portion of the shares will fully vest and become exercisable as of immediately prior to the effective date of each such event, subject to optionee’s
Continuous Service as of each such date.

 Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to,
this Restricted Stock Award Grant Notice, the Restricted Stock Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Award Grant Notice, the Restricted Stock Award Agreement and the Plan
set forth the entire understanding between Participant and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) Awards previously granted and
delivered to Participant under the Plan, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) the following agreements only: 

 

			
	 OTHER AGREEMENTS:
	 	  

		 	  


  

									
	ARIOSA DIAGNOSTICS, INC.	  		  	PARTICIPANT:
				
	By:	  	  
	  		  	  

		  	 Signature
	  		  		  	 Signature

					
	Title:	  	  
	  		  	Date:	  	  

					
	Date:	  	  
	  		  		  	

  

			
	ATTACHMENTS:	  	Restricted Stock Award Agreement, 2014 Equity Incentive Plan, form of Joint Escrow Instructions, form of Assignment Separate from Certificate and 83(b) Election








 ATTACHMENT I 

RESTRICTED STOCK AWARD AGREEMENT 







 ARIOSA DIAGNOSTICS, INC. 

2014 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK AWARD AGREEMENT 

Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement
(collectively, the “Award”) and in consideration of your future services, Ariosa Diagnostics, Inc. (the “Company”) has awarded you a stock award under its 2014 Equity Incentive Plan (the
“Plan”) for the number of shares of the Company’s Common Stock subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan
shall have the same definitions as in the Plan. 
 The details of your Award are as follows: 

1. VESTING. Subject to the limitations contained herein, your Award will vest as provided in the Grant Notice. 

2. NUMBER OF SHARES. The number of shares subject to your Award may be adjusted from time
to time for Capitalization Adjustments, as provided in the Plan. 
 3. SECURITIES LAW
COMPLIANCE. You may not be issued any shares under your Award unless the shares are either (i) then registered under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material
compliance with such laws and regulations. 
 4. MARKET STAND-OFF
AGREEMENT. By acquiring shares of Common Stock under your Award, you shall 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, any shares of Common Stock or other securities of the Company held by you, prior to [            ], 2014, which is the date immediately following the one
hundred eighty (180) days following the effective date of the registration statement of the Company that was filed under the Securities Act, or for such longer period as necessary to permit compliance with NASD Rule 2711 and similar or
successor regulatory rules and regulations (the “Lock-Up Period”); provided, however, that nothing contained in this Section 4 shall 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 and/or the underwriter(s) 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. The underwriters of the Company’s stock are intended third party beneficiaries
of this Section 4 and shall have the right, power and authority to enforce the provision hereof as though they were a party hereto. 

5. RIGHT OF REACQUISITION OF UNVESTED SHARES.

 (a) The Company shall have a right to reacquire all or any part of the shares received pursuant to your Award
(a “Reacquisition Right”) that have not as yet vested in accordance with the Vesting Schedule specified in your Grant Notice (“Unvested Shares”) on the following terms and conditions: 

  
 1. 








 (i) The Company shall simultaneously with termination of your Continuous Service (as
defined in the Plan) automatically reacquire for no consideration all of the Unvested Shares, unless the Company agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by
written notice to you or your representative (with a copy to the escrow agent party to the Joint Escrow Instructions attached to the Grant Notice (the “Escrow Agent”)) within ninety (90) days after the termination of
your Continuous Service, and the Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Company. If the Company does not waive its Reacquisition Right as to all of the Unvested Shares, then upon such
termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of Unvested Shares the Company is reacquiring. 

(ii) The shares issued under your Award shall be held in escrow pursuant to the terms of the Joint Escrow Instructions attached to the
Grant Notice as Attachment III. You agree to execute two (2) Assignment Separate From Certificate forms (with date and number of shares blank) substantially in the form attached to the Grant Notice as Attachment IV and deliver the same, along
with the certificate or certificates evidencing the shares, for use by the escrow agent pursuant to the terms of the Joint Escrow Instructions. 

(iii) Subject to the provisions of your Award, you shall, during the term of your Award, exercise all rights and privileges of a
shareholder of the Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any
voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Reacquisition Right. 

(iv) If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the
outstanding stock of the corporation the stock of which is subject to the provisions of your Award, then in such event any and all new, substituted or additional securities to which you is entitled by reason of your ownership of the shares acquired
under your Award shall be immediately subject to the Reacquisition Right with the same force and effect as the shares subject to this Reacquisition Right immediately before such event. 

6. RESTRICTIVE LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends, if
any, as determined by the Company. 
 7. AWARD NOT A SERVICE
CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or on
the part of the Company or an Affiliate to continue your employment. In addition, nothing in your Award shall obligate the Company or an Affiliate, their respective shareholders, boards of directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 8. WITHHOLDING
OBLIGATIONS. 
 (a) At the time your Award is made, 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 any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your Award. 

  
 2. 








 (b) Unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein. 

9. TAX CONSEQUENCES. The acquisition and vesting of the shares may have adverse tax consequences to you
that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended (the “Code”). Such election must be filed within thirty (30) days after the date of your Award. YOU
ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF. 

10. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed
effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 

11. MISCELLANEOUS. 

(a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company. 

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your Award. 
 (c) You acknowledge and agree that you have reviewed your Award in its
entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 

12. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of your Award, and 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 provisions of your Award and those of the Plan, the provisions of the Plan shall control. 

  
 3. 








 ATTACHMENT II 

2014 EQUITY INCENTIVE PLAN 







 ATTACHMENT III 

JOINT ESCROW INSTRUCTION 







 JOINT ESCROW INSTRUCTIONS 

                 , 2014 

Corporate Secretary 
 Ariosa Diagnostics, Inc. 

5945 Optical Court 
 San Jose, CA 95138 

Dear Sir/Madam: 
 As Escrow Agent for both
Ariosa Diagnostics, Inc., a Delaware corporation (the “Company”), and the undersigned recipient of stock of the Company (“Recipient”), you are hereby authorized and directed to hold the documents
delivered to you pursuant to the terms of that certain Restricted Stock Award Grant Notice (the “Grant Notice”), dated             , 2014 to which a copy of these
Joint Escrow Instructions is attached as Attachment III, and pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”), which is Attachment I to the Grant Notice, in accordance with the following
instructions: 
 1. In the event Recipient ceases to render services to the Company or an affiliate of the Company during the vesting
period set forth in the Grant Notice, the Company or its assignee will give to Recipient and you a written notice specifying that the shares of stock shall be transferred to the Company. Recipient and the Company hereby irrevocably authorize and
direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
 2. At the closing you
are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be
transferred, to the Company. 
 3. Recipient irrevocably authorizes the Company to deposit with you any certificates evidencing
shares of stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Grant Notice. Recipient does hereby irrevocably constitute and appoint you as Recipient’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or
appropriate to make all securities negotiable and complete any transaction herein contemplated. 
 4. This escrow shall terminate
upon vesting of the shares or upon the earlier return of the shares to the Company. 
 5. If at the time of termination of this
escrow you should have in your possession any documents, securities, or other property belonging to Recipient, you shall deliver all of same to any pledgee entitled thereto or, if none, to Recipient and shall be discharged of all further obligations
hereunder. 
 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties
hereto. 

  
 1 








 7. You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees. You shall not be
personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Recipient while acting in good faith and any act done or
omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
 8. You are hereby
expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 

9. You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or
purporting to execute or deliver the Grant Notice or any documents or papers deposited or called for hereunder. 
 10. You shall not
be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you. 

11. You shall be entitled to employ such legal counsel, including but not limited to Cooley LLP, and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor. 

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall
resign by written notice to each party. In the event of any such termination, the Company may appoint any officer or assistant officer of the Company as successor Escrow Agent and Recipient hereby confirms the appointment of such successor or
successors as his attorney-in-fact and agent to the full extent of your appointment. 

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments. 
 14. It is understood and agreed that should any
dispute arise with respect to the delivery and/or ownership or right of possession of the securities, you may (but are not obligated to) retain in your possession without liability to anyone all or any part of said securities until such dispute
shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be
under no duty whatsoever to institute or defend any such proceedings. 
 15. Any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given upon personal delivery or upon deposit in any United States Post Box, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at
the following addresses, or at such other addresses as a party may designate by ten (10) days’ written notice to each of the other parties hereto: 

  
 2 









			
	 COMPANY:
	  	Ariosa Diagnostics, Inc.
		  	5945 Optical Court
		  	San Jose, CA 95138
		  	Attn: Chief Financial Officer
		
	 RECIPIENT:
	  	                                     
                               
		  	                                     
                               
		  	                                     
                               
		  	                                     
                               
		
	 ESCROW AGENT:
	  	Ariosa Diagnostics, Inc.
		  	5945 Optical Court
		  	San Jose, CA 95138
		  	Attn: Corporate Secretary

 16. By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said
Joint Escrow Instructions; you do not become a party to the Grant Notice. 
 17. This instrument shall be binding upon and inure to
the benefit of the parties hereto, and their respective successors and permitted assigns. It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor
Escrow Agents. It is understood and agreed that the Company may at any time or from time to time assign its rights under the Grant Notice and these Joint Escrow Instructions in whole or in part. 

 

			
	Very truly yours,
	
	ARIOSA DIAGNOSTICS, INC.
		
	By:	 	  

	
	RECIPIENT
	
	  

		
	Name:	 	  



  

	
	ESCROW AGENT:
	
	  



  
 3 








 ATTACHMENT IV 

ASSIGNMENT SEPARATE FROM CERTIFICATE 







 ASSIGNMENT SEPARATE FROM
CERTIFICATE 
 FOR VALUE RECEIVED and pursuant to that
certain Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (the “Award”), [                ] hereby assigns and transfers
unto Ariosa Diagnostics, Inc., a Delaware corporation (“Assignee”) [                ] shares of the common stock of the Assignee, standing in the
undersigned’s name on the books of said corporation represented by book entry position and do hereby irrevocably constitute and appoint
                    as attorney-in-fact to transfer the said stock on the books of the within named Company with full power of substitution in the
premises. This Assignment may be used only in accordance with and subject to the terms and conditions of the Award, in connection with the reacquisition of shares of Common Stock of the Corporation issued to the undersigned pursuant to the Award,
and only to the extent that such shares remain subject to the Corporation’s Reacquisition Right under the Award. 

Dated:                         
                        
  

			
	Signature:	 	  

		 	[                    ], Recipient


 [INSTRUCTION: Please do not fill in any blanks other than the signature line. The purpose of this
Assignment is to enable the Company to exercise its Reacquisition Right set forth in the Award without requiring additional signatures on your part.] 







 ATTACHMENT V 

83(B) ELECTION 







 SECTION 83(b) ELECTION 

            , 2014 

Department of the Treasury 
 Internal Revenue Service 

[CITY, STATE ZIP]2 

 

	Re:	Election Under Section 83(b) 

 Ladies and Gentlemen: 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as
compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares. The following information is supplied in accordance with Treasury Regulation § 1.83-2: 

 

	1.	The name, social security number, address of the undersigned, and the taxable year for which this election is being made are: 


 

			
	Name:	  	                            
	Social Security Number:	  	                            
	Address:	  	                            
		  	                            

 Taxable year: Calendar year 2014. 
  

	2.	The property that is the subject of this election:             shares of Common Stock of Ariosa Diagnostics, Inc., a Delaware corporation (the
“Company”). 

  

	3.	The property was transferred on:             , 2014. 

  

	4.	The property is subject to the following restrictions: The shares are subject to forfeiture if the undersigned does not meet certain performance goals and ceases to be employed by the Company. The risk of
forfeiture lapses over a specified vesting period. 

  

	5.	The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Treasury Regulation § 1.83-3(h)):
$[        ] per share x                 shares = $[        ].


  

	6.	For the property transferred, the undersigned paid: $0.00 per share x [                ] shares = $0.00.


  

	7.	The amount to include in gross income is: $[        ]. 


The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not
later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. Additionally, the undersigned will include a copy of the election with his or her income
tax 
  
  

	2	 Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS office where the person otherwise files his or
her tax return. 









 
return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred. 

 

	
	Very truly yours,
	
	  

	[                        ]









             , 2014 

RETURN SERVICE REQUESTED 
 Department of the
Treasury 
 Internal Revenue Service 
 [CITY, STATE
ZIP] 
  

	Re:	Election Under Section 83(b) of the Internal Revenue Code  

 Dear Sir or Madam: 

Enclosed please find an executed form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, filed with
respect to an interest in Ariosa Diagnostics, Inc. 
 Also enclosed is a copy of this letter and a stamped, self-addressed envelope. Please
acknowledge receipt of these materials by marking the copy when received and returning it to the undersigned. 
 Thank you very much for
your assistance. 
  

	
	Very truly yours,
	
	  

	[Name]


 Enclosures