Exhibit 10.9


 


Squarespace, Inc.


 


Restricted
Stock Unit Grant Notice

(2017 Equity Incentive Plan)


 


Squarespace, Inc. (the “Company”),
pursuant to its 2017 Equity Incentive Plan (the “Plan”),
hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“Restricted
Stock Units”) set forth below (the “Award”).
The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted
Stock Unit Grant Notice”), and in the Plan and the Restricted Stock Unit Award Agreement (the “Award
Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly
defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in
this Restricted Stock Unit Grant Notice or the Award Agreement and the Plan, the terms of the Plan shall control.


 


	Participant:	 
	Date of Grant:	

	Vesting Commencement Date:	

	Number of Restricted Stock Units:	



 


	Vesting Schedule:	
     

     

	Issuance Schedule:	
    Subject to any Capitalization Adjustment, one
    share of Common Stock (or its cash equivalent, at the discretion of the Company) will be issued for each Restricted Stock Unit that vests
    at the time set forth in Section 6 of the Award Agreement.

     



Additional Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan. Participant
further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement (including Appendix A
thereto, which Participant must separately sign) and the Plan set forth the entire understanding between Participant and the Company regarding
the acquisition of the Common Stock pursuant to the Award specified above and supersede all prior oral and written agreements on the terms
of this Award, with the exception, if applicable, of (i) restricted stock unit awards or options previously granted and delivered to Participant,
(ii) the written employment agreement, offer letter or other written agreement entered into between the Company and Participant specifying
the terms that should govern this specific Award, and (iii) any compensation recovery policy that is adopted by the Company or is otherwise
required by applicable law.


 


By accepting this Award, Participant acknowledges
having received and read the Restricted Stock Unit Grant Notice, the Award Agreement and the Plan and agrees to all of the terms and conditions
set forth in these documents. Participant consents to receive Plan 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.


 


[SIGNATURE PAGE FOLLOWS]


 


	Squarespace, Inc.	 	Participant
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	Title:	 	 	Date:	 



 






    


     


    

 


	Date:	 	 



 





Attachments:             Award
Agreement and 2017 Equity Incentive Plan


 






    


     


    

 


Attachment I


 


Squarespace, Inc.


 


2017 Equity Incentive Plan

Restricted Stock Unit Award Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”)
and this Restricted Stock Unit Award Agreement (the “Agreement”),
Squarespace, Inc. (the “Company”) has awarded
you (“Participant”) a Restricted Stock Unit
Award (the “Award”) pursuant to the Company’s
2017 Equity Incentive Plan (the “Plan”) for
the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement
or the Grant Notice shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in
the Grant Notice, are as follows.


 


1.           
Grant of the Award. This Award represents the right to be issued on a future
date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment
under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained
by the Company for your benefit (the “Account”)
the number of Restricted Stock Units/shares of Common Stock subject to the Award. Notwithstanding the foregoing, the Company reserves
the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock in connection
with the vesting of the Restricted Stock Units, and, to the extent applicable, references in this Agreement and the Grant Notice to Common
Stock issuable in connection with your Restricted Stock Units will include the potential issuance of its cash equivalent pursuant to such
right. This Award was granted in consideration of your services to the Company.


 


2.           
Vesting. Subject to the limitations contained herein, your Award will vest, if
at all, in accordance with the vesting schedule provided in the Grant Notice. Vesting will cease upon the termination of your Continuous
Service and the Restricted Stock Units credited to the Account that were not vested on the date of such termination will be forfeited
at no cost to the Company and you will have no further right, title or interest in or to such Award or the shares of Common Stock to be
issued in respect of such portion of the Award.


 


3.           
Number of Shares. The number of Restricted Stock Units subject to your Award
may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares,
cash or other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined
by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the
other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares
or rights for fractional shares of Common Stock shall be created pursuant to this Section 3. Any fraction of a share will be rounded down
to the nearest whole share.


 


4.            Securities
Law Compliance; Appendix. You may not be issued any Common Stock under your Award unless the shares of Common
Stock underlying the Restricted Stock Units 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 shall not receive such Common Stock if the Company
determines that such receipt would not be in material compliance with such laws and regulations. The terms and conditions of this
Award are subject to Appendix A to this Award Agreement, and you are required to separately sign such Appendix A and to abide by its
terms.


 






    


     


    

 


5.           
Transfer Restrictions. Prior to the time that shares of Common Stock have been
delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award,
except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock
Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your
vested Restricted Stock Units.


 


(a)         
Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award
will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock
or other consideration that vested but was not issued before your death.


 


(b)         
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that
you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive
the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, marital settlement agreement
or other divorce or separation instrument as permitted by applicable law that contains the information required by the Company to effectuate
the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to
finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help
ensure the required information is contained within the domestic relations order or marital settlement agreement.


 


6.           
Date of Issuance.


 


(a)         
The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4)
and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation set forth in Section
11 of this Agreement, in the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock
for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject
to any different provisions in the Grant Notice). Each issuance date determined by this paragraph is referred to as an “Original
Issuance Date”.


 


(b)         
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following
business day. In addition, if:


 


(i)        
the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by
the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are
otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under
a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in
compliance with the Company’s policies (a “10b5-1
Arrangement”)), and


 


(ii)          either
(1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the
Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you
under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to
Section 11 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay
your Withholding Obligation in cash,


 






    


     


    

 


then the shares that
would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be
delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public
market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day
of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury
Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following
the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture”
within the meaning of Treasury Regulations Section 1.409A-1(d).


 


(c)         
The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the
Company.


 


7.           
Dividends. You shall receive no benefit or adjustment to your Award with respect
to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that
this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after
such shares have been delivered to you.


 


8.           
Restrictive Legends. The shares of Common Stock issued in respect of your Award
shall be endorsed with appropriate legends as determined by the Company.


 


9.           
Execution of Documents. You hereby acknowledge and agree that the manner selected
by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of
this Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution
of any documents to be executed in the future in connection with your Award.


 


10.         
Award Not a Service Contract.


 


(a)       
Nothing in this Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares in respect
of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall:
(i) confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (ii) constitute
any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future
compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the
Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the
right to terminate you at will and without regard to any future vesting opportunity that you may have.


 


(b)          By
accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting schedule
provided in the Grant Notice may not be earned unless (in addition to any other conditions described in the Grant Notice and this
Agreement) you continue as an employee, director or consultant at the will of the Company and affiliate, as applicable (not through
the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize,
sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems
appropriate (a “reorganization”).
You acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination
of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to,
the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the
transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that
may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or
consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with the Company’s
right to terminate your Continuous Service at any time, with or without your cause or notice, or to conduct a
reorganization.


 






    


     


    

 


11.         
Withholding Obligation.


 


(a)       
On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock in respect of your
Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby
authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including
in cash, for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate
that arise in connection with your Award (the “Withholding
Obligation”).


 


(b)         
By accepting this Award, you acknowledge and agree that the Company or any Affiliate may, in its sole discretion, satisfy all
or any portion of the Withholding Obligation relating to your Restricted Stock Units by any of the following means or by a combination
of such means: (i) causing you to pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise
payable to you by the Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to
you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section
6) equal to the amount of such Withholding Obligation; provided, however, that the number of such shares of Common Stock so withheld will
not exceed the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state,
local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further,
that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share
withholding procedure will be subject to the express prior approval of the Board or the Company’s Compensation Committee; and/or
(iv) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a
member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell
a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Obligation and whereby
the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation directly to the Company and/or
its Affiliates. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock
or any other consideration pursuant to this Award.


 


(c)         
In the event the Withholding Obligation arises prior to the delivery to you of Common Stock or it is determined after the
delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you
agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 






    


     


    

 


12.         
Tax Consequences. The Company has no duty or obligation to minimize the tax consequences
to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You
are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award
and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand
that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.


 


13.         
Unsecured Obligation. Your Award is unfunded, and as a holder of a vested Award,
you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or
other property pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect
to the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.


 


14.         
Notices. Any notice or request required or permitted hereunder shall be given
in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail 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. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this
Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award, you consent
to receive such 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.


 


15.         
Headings. The headings of the Sections in this Agreement are inserted for convenience
only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.


 


16.         
Miscellaneous.


 


(a)         
The rights and obligations of the Company under your Award shall be transferable by the Company 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.


 


(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.


 






    


     


    

 


(d)         
 This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.


 


(e)         
All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


17.         
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. Your Award (and any compensation paid or shares issued under
your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing
regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable
law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment
upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of
or agreement with the Company.


 


18.         
Effect on Other Employee Benefit Plans. The value of the Award subject to this
Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee
benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company
expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.


 


19.         
Severability. If all or any part of this Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this
Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to
be unlawful or invalid shall, 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.


 


20.         
Other Documents. You hereby acknowledge receipt or the right to receive a document
providing the information required by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the
Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s
insider trading policy, in effect from time to time.


 


21.          Amendment.
This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized
representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which
specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that,
except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be
made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you,
the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of
any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such
change shall be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided
herein.


 






    


     


    

 


22.         
Compliance with Section 409A of the Code. This Award is intended to be exempt
from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral”
rule set forth in Treasury Regulation Section 1.409A- 1(b)(4) and any ambiguities herein shall be interpreted accordingly. Notwithstanding
the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not
exempt from, and determined to be deferred compensation subject to Section 409A of the Code, this Award shall comply with Section 409A
to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpreted accordingly. If it
is determined that the Award is deferred compensation subject to Section 409A and you are a “Specified
Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “Separation
from Service” (as defined in Section 409A), then the issuance of any shares that would otherwise be made upon the date of your Separation
from Service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued
in a lump sum on the date that is six (6) months and one day after the date of the Separation from Service, with the balance of the shares
issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the
issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of
the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation
Section 1.409A-2(b)(2).


 


* * * * *


 


This Restricted Stock Unit
Award Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the Participant of the Restricted
Stock Unit Grant Notice to which it is attached.


 






    


     


    

 


ADDENDUM FOR NON-U.S. PARTICIPANTS


 


Terms and Conditions


 


This Addendum includes additional terms and conditions
that govern the grant of your Award if you work in one of the countries listed below. If you are a citizen or resident of a country (or
are considered as such for local law purposes) other than the one in which you are currently working, or if you relocate to another country
after receiving the grant of the Award, the Company will, in its discretion, determine the extent to which the terms and conditions contained
herein will be applicable to you.


 


Certain capitalized terms used but not defined in
this Addendum shall have the meanings given to such terms in the Plan and/or the Agreement to which this Addendum is attached.


 


Ireland


 


On each vesting date, and on or before the time you
receive the shares of Common Stock in respect of your Award, and at any other time as reasonably requested by the Company or its Affiliate
in accordance with applicable Irish tax laws, you hereby authorize any required withholding from your remuneration from the Company or
its Affiliate for any sums required to satisfy the Irish income tax and social security and social charge withholding obligations of the
Company or any Affiliate that arise in connection with your Award. Further, the Company or its Affiliates may, at their discretion, withhold
from your Award that number of shares of Common Stock the fair market value of which is equal to the amount of withholding due as determined
under the Irish tax law.