Form of Option Agreement
IDW MEDIA HOLDINGS, INC.
2019 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of ●, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and ● (the “Optionee”).
WHEREAS, the Company desires to grant to the Optionee options to acquire an aggregate of ● shares of Class B Common Stock of the Company, par value $0.01 per share (the “Stock”), on the terms set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan (as defined below). To the extent that there is any inconsistency between this Agreement and the terms of the Plan, the terms of this Agreement shall govern.
2. Grant of Options. The Optionee is hereby granted, pursuant to the Plan (as defined below), non-qualified stock options (the “Options”) to purchase an aggregate of ● shares of the Stock, pursuant to the terms of this Agreement.
3. Term. The term of the Options (the “Option Term”) shall be for ten (10) years commencing on ● and terminating on ● .
4. Option Price. The initial exercise price per share of the Options shall be $●, subject to adjustment as provided herein.
5. Conditions to Exercisability. The Options shall vest and become exercisable as follows: ● on each of ● and ● and ● on ● , if the Employee continues to be employed by or acts as a consultant to or a director of the Company or any of its subsidiaries on such date or dates.
6. Method of Exercise. An Option may be exercised, as to any or all full shares of the Stock as to which the Option has become exercisable, by written notice delivered in person or by mail to the Company or other administrator designated by the Company, specifying the number of shares of Stock with respect to which the Option is being exercised.
7. Medium and Time of Payment. The Option Price shall be paid in full, at the time of exercise, in cash or in shares of Stock having a Fair Market Value equal to such Option Price or in a combination of cash and Stock.
8. Termination. Except as provided in this Section 8 and in Section 9 hereof, an Option may not be exercised unless the Optionee is then in the employ of or maintaining a director or consultant relationship with the Company or a Subsidiary thereof (or a company or a Parent or Subsidiary of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies), and unless the Optionee has remained continuously so employed or in the director or consultant relationship since the date of grant of the Option. In the event that the employment or consultant relationship of a Optionee shall terminate (other than by reason of death, Disability or Retirement), all Options of such Optionee that are exercisable at the time of Optionee’s termination may, unless earlier terminated in accordance with their terms, be exercised within one hundred eighty (180) days after the date of such termination (or such different period as the Compensation Committee of the Company (the “Committee”) shall prescribe).
9. Death, Disability or Retirement of Optionee. If the Optionee shall die while employed by, or maintaining a director or consultant relationship with, the Company or a Subsidiary thereof, or within thirty (30) days after the date of termination of such Optionee’s employment, director or consultant relationship (or within such different period as the Committee may have provided pursuant to Section 8 hereof), or if the Optionee’s employment, director or consultant relationship shall terminate by reason of Disability, all Options theretofore granted to the Optionee (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by the Optionee or by the Optionee’s estate or by a person who acquired the right to exercise such Options by bequest or inheritance or otherwise by result of death or Disability of the Optionee, at any time within 180 days after the death or Disability of the Optionee (or such different period as the Committee shall prescribe). In the event that an Option granted hereunder shall be exercised by the legal representatives of a deceased or former Optionee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such Option. In the event that the employment or consultant relationship of the Optionee shall terminate on account of such Optionee’s Retirement, all Options of the Optionee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180) days after the date of such Retirement (or such different period as the Committee shall prescribe).
10. Withholding Taxes. No later than the date of exercise of an Option, the Optionee will pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option. Alternatively, solely to the extent permitted or required by law, the Company may, in its sole discretion, deduct the amount of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an Option from any payment of any kind due to the Optionee.
11. The Plan’s Terms Incorporated by Reference Herein. Each of the terms of the Company’s 2019 Stock Option and Incentive Plan, as Amended and Restated (“Plan”), as in effect as of the date hereof, shall be deemed to govern the Options granted hereunder.
12. Transferability of Options. Stock Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than to an immediate family member of Optionee or to a trust or other estate planning entity created for the benefit of the Optionee or one or more members of his immediate family as provided for under the Plan, provided that, in all cases, such transferee executes a written consent to be bound by the terms of this Agreement.
13. Entire Agreement. This Agreement contains all of the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Optionee represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter of this Agreement or otherwise.
14. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, signed by the Optionee and by a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar of dissimilar condition or provision at the same time, any prior time or any subsequent time.
15. Notices. Each notice relating to this Agreement shall be in writing and delivered in person, by overnight delivery with tracking or by certified mail to the proper address. All notices to the Company shall be addressed to it at:
IDW Media Holdings, Inc.
520 Broad Street
Newark, NJ 07102
Attention: Human Resources, Stock Option and Incentive Plan Administrator
All notices to the Optionee or other person or persons then entitled to exercise the Options shall be addressed to the Optionee or such other person or persons at the address on file with the Company.
Anyone to whom a notice may be given under this Agreement may designate a new address by notice to such effect.
16. Severability. If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.
17. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of laws.
18. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.
19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but both of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by an authorized officer and the Optionee has hereunto set his hand all as of the date first above written.
|IDW MEDIA HOLDINGS, INC.|
|Name: Ezra Y. Rosensaft|
|Title: Chief Financial Officer|