Exhibit
10.9


 


SOUNDHOUND
AI, INC.

2022 INCENTIVE AWARD PLAN


 


FORM
OF


STOCK
OPTION AWARD AGREEMENT


 


I. NOTICE
OF STOCK OPTION GRANT


 


Name:


 


Address:


 


The
undersigned Participant has been granted an Option to purchase shares of Class A Common Stock (the “Shares”) of SoundHound
AI, Inc. (the “Company”), subject to the terms and conditions of the SoundHound AI, Inc. 2022 Incentive Award Plan
(the “Plan”) and this Award Agreement (the “Agreement”), as follows:


 


	Date
    of Grant:	 	 
	 	 	 
	Vesting
    Commencement Date:	 	 
	 	 	 
	Exercise
    Price per Share:	$	             	 
	 	 	 
	Total
    Number of Shares Granted:	 	 
	 	 	 
	Total
    Exercise Price:	$	 	 
	 	 	 
	Type
    of Option:	☐      Incentive
    Stock Option	 
	 	 	 
	 	☐      Nonqualified
    Stock Option	 
	 	 	 
	Term/Expiration
    Date:	 	 


 


Vesting
Schedule: This Option shall be exercisable, in whole or in part, [over a four-year period], according to the following vesting
schedule:


 


		●	[One-quarter
                                            (1/4) of the Shares subject to the Option shall vest on the one (1) year anniversary of the
                                            Vesting Commencement Date, and



 


		●	Thereafter,
                                            one-forty-eighth (1/48th) of the Shares subject to the Option shall vest on each
                                            monthly anniversary of the Vesting Commencement Date;



 


provided,
in each case, each vesting is subject to the Participant continuing to be an employee, non-employee director, or consultant to the Company
or its subsidiaries (a “Service Provider”) from the Date of Grant through each such date.]


 






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Exercise
Period: To the extent vested, this Option shall be exercisable for [three (3) months] after Participant ceases to be a Service Provider,
unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for [twelve
(12) months] after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be
exercised after the Term/Expiration Date as provided above, and if the Participant commits an act of Cause or violates the non-competition,
non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the Option (whether vested or unvested)
shall terminate immediately.





 


II. AGREEMENT


 


1. Grant
of Option.


 


(a) The
Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”),
an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise
price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and
conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the
Plan and this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Agreement.


 


(b) If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of
Code Section 422(d), this Option shall be treated as a Nonqualified Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof)
shall be regarded as a NSO. In no event shall the Company or any parent or subsidiary corporation or any of their respective employees
or directors have any liability to the Participant (or any other person) due to the failure of the Option to qualify for any reason as
an ISO.


 


2. Exercise
of Option. This Option shall be exercisable during its term as follows:


 


(a) Right
to Exercise. This Option shall be exercisable cumulatively according to the vesting schedule set forth in the Notice of Stock Option
Grant, but the Option may not be exercised for a fraction of a Share.


 


(b) Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice or in a manner and pursuant to such procedures as
the Committee may determine, which shall state the election to exercise the Option (to the extent then vested), the number of Shares
with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements
as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such
fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.


 


(c) Compliance.
No Shares shall be issued pursuant to the exercise of the Option unless such issuance and such exercise comply with Applicable Laws.
Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to Participant on the date on which the
Option is exercised with respect to such Shares. The shares shall be unregistered unless the Company voluntarily files a registration
statement covering such shares with the Securities and Exchange Commission.






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3. Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise
of all or any portion of this Option, deliver to the Company an investment representation statement.


 


4. Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of
the Participant:


 


(a) cash,
wire transfer of immediately available funds or check payable to the order of the Company, provided that the Administrator may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b) if
there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (i) delivery (including electronically
or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional undertaking by a broker acceptable
to the Administrator to deliver promptly to the Company sufficient funds to pay the Exercise Price, or (B) the Participant’s delivery
to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver promptly
to the Company cash or a check sufficient to pay the Exercise Price; provided that such amount is paid to the Company at such time as
may be required by the Administrator;


 


(c) delivery
(either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value, provided such delivery
meets the conditions established by the Administrator to avoid adverse accounting consequences to the Company (as determined by the Administrator);


 


(d) surrendering
Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date; or


 


(e) any
combination of the above payment forms approved by the Administrator.


 


5. Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or
if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation
of any Applicable Laws.


 


6. Non-Transferability
of Option. Except as specifically authorized in writing by the Administrator, this Option may not be transferred in any manner other
than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The
terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.


 






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7. Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during
such term only in accordance with the Plan and the terms of this Agreement.


 


8. Tax
Obligations.


 


(a) Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the parent or subsidiary employing or retaining
Participant) for the satisfaction of all Federal, state, local, and foreign income and employment tax withholding requirements applicable
to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the
Shares if such withholding amounts are not delivered at the time of exercise.


 


(b) Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of
Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of
such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income
recognized by Participant.


 


(c) Code
Section 409A. The Option is intended to be exempt from Section 409A of the Code, and it shall be administered and interpreted in
a manner that is consistent with such intent.


 


9. Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest
except by means of a writing signed by the Company and Participant. This Agreement is governed by the internal substantive laws but not
the choice of law rules of the State of Delaware.


 


10. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


11. No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES
AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 






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Participant
acknowledges receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in its entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the
Option. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan, this Option, or this Agreement. Participant further agrees to notify the Company upon any change
in the residence address indicated below.


 


	PARTICIPANT	 	SOUNDHOUND
    AI, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Print Title
	 	 	 
	 	 	 
	 	 	 
	Residence Address	 	 


 






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