Exhibit 10.5


 


GENIUS BRANDS INTERNATIONAL, INC.

2020 INCENTIVE PLAN


 


STOCK OPTION GRANT NOTICE






 


Genius Brands International,
Inc. (the “Company”), pursuant to its 2020 Incentive Plan (the “Plan”), hereby
grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option
is subject to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise,
all of which are attached hereto and incorporated herein in their entirety.


 


	Optionholder:	[NAME]
	Date of Grant:	[DATE]
	Vesting Commencement Date:	Date of Grant
	Number of Shares Subject to Option:	[NUMBER]
	Exercise Price (Per Share):	[Closing price on Date of Grant]
	Expiration Date:	[10th anniversary of Date of Grant]


 


 


	Type of Grant:	 ̈	Incentive Stock Option	x	Nonstatutory Stock Option
	Exercise Schedule:	x	Same as Vesting Schedule	 	 


 


Vesting Schedule:       This Nonstatutory
Stock Option shall be vested and exercisable as follows, subject to the Optionholder’s continued employment with the Company
through such date:


 


		·	[NUMBER] Shares subject to the Nonstatutory Stock Option shall be vested and exercisable on the
Date of Grant;



 


		·	[NUMBER] Shares subject to the Nonstatutory Stock Option shall be vested and exercisable on the
first anniversary of the Date of Grant;



 


		·	[NUMBER] Shares subject to the Nonstatutory Stock Option shall be vested and exercisable on the
second anniversary of the Date of Grant;



 


		·	[NUMBER] Shares subject to the Nonstatutory Stock Option shall be vested and exercisable on the
third anniversary of the Date of Grant;



 


Payment:       By one or a combination
of the following items (described in the Option Agreement):


 


		·	By cash, check bank draft or money order payable to the Company



 


		·	Pursuant to a Regulation T Program if the shares are publicly traded



 


		·	Subject to the Company’s consent at the time of exercise, by delivery of already-owned shares



 


		·	Subject to the Company’s consent at the time of exercise, by a “net exercise”
arrangement



 


Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option
Agreement, and the Plan set forth the entire understanding between Optionholder 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) options previously
granted and delivered to Optionholder under the Plan, and (ii) the following agreements only:


 


OTHER AGREEMENTS: That certain Amended
and Restated Employment Agreement, by and between the Optionholder and the Company, effective as of November [____], 2020 (the
“Employment Agreement”).


 


	
        GENIUS
        BRANDS INTERNATIONAL, INC.

         

        By: _______________________________

                Signature

         

        Title: _____________________________

         

        Date:___________________________

         
	
        OPTIONHOLDER:

         

        __________________________________

              Signature

         

        Date ______________________________

         



 


 


 


 


 


 






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GENIUS BRANDS INTERNATIONAL, INC.

2020 INCENTIVE PLAN


 


STOCK OPTION GRANT AGREEMENT


 


(NONSTATUTORY
STOCK OPTION)


 


Pursuant to your Stock
Option Grant Notice (“Grant Notice”), that certain Amended and Restated Employment Agreement, by and
between the Optionholder and the Company, effective as of November [____], 2020 (the “Employment Agreement”),
and this Option Agreement, Genius Brands International, Inc. (the “Company”) has granted you an option
under its 2020 Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.


 


The details of your
option are as follows:


 


1.              
Vesting.


 


(a)  
Subject to the limitations contained herein and to Section 1(b) hereof, your option will vest as provided in your Grant
Notice, provided that vesting will cease upon the termination of your employment or service with the Company.


 


(b)                   
All unvested options shall become fully vested upon the termination of your employment or service with the Company by the
Company without Cause or your resignation for Good Reason. For purposes of this Agreement, “Cause” shall have the meaning
set forth in that certain Amended and Restated Employment Agreement, by and between you and the Company, effective as of November
[____], 2020 (the “Employment Agreement”). For purposes of this Agreement, “Good Reason” shall mean following
events or conditions: (i) a material reduction by the Company in your Base Salary or Target Bonus (each, as defined in the Employment
Agreement) level; (ii) a requirement that you work at a location more than fifty (50) miles away from your place of work as of
the Grant Date; (iii) the assignment to you by the Company of duties substantially inconsistent with, any change in your titles
or the significant reduction of the powers and functions associated with, your positions, titles or offices; (iv) the failure of
any successor (whether direct or indirect, by stock or asset purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to expressly to assume and agree to perform the Employment Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Any assertion
by you of a termination for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the condition
described in Sections 1(b)(i), 1(b)(ii), 1(b)(iii) or 1(b)(iv) giving rise to your termination of employment must have arisen without
your consent; (B) you must provide written notice to the Board of the existence of such condition(s) within thirty (30) days of
the initial existence of such condition(s); (C) the condition(s) specified in such notice must remain uncorrected for thirty (30)
days following the Board’s receipt of such written notice; and (D) the date of your termination of employment must occur
within sixty (60) days after the initial existence of the condition(s) specified in such notice.


 


2.              
Number Of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your
exercise price per share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.


 


3.              
Exercise Restriction For Non-Exempt Employees. In the event that you are an Employee eligible for overtime
compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”),
you may not exercise your option until you have completed at least six (6) months of employment or service with the Company measured
from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.


 


4.              
Method Of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option.
You may elect to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice,
subject to the following:


 


(a)  
Bank draft or money order payable to the Company.


 


 


 






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(b)  
Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal,
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.


 


(c)  
Subject to the consent of the Company at the time of exercise, by delivery to the Company (either by actual delivery or
attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise. Notwithstanding the foregoing, you may not exercise
your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation
or agreement restricting the redemption of the Company’s stock.


 


(d)  
If the Option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net
exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise
of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;
provided, however, that the Company shall accept a cash or other payment from you to the extent of any remaining balance of the
aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided further, however,
that shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter to the extent
that (1) shares are used to pay the exercise price pursuant to the “net exercise,” (2) shares are delivered
to you as a result of such exercise, and (3) shares are withheld to satisfy tax withholding obligations.


 


5.              
Whole Shares. You may exercise your option only for whole shares of Common Stock.


 


6.              
Securities Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise
your option unless the shares of Common Stock issuable upon such exercise are then registered under the Securities Act of 1933
(the “Securities Act”) or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise
of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such laws and regulations.


 


7.              
Term. You may not exercise your option before the commencement or after the expiration of its term. The term
of your option commences on the Date of Grant and expires upon the earliest of the following:


 


(a)  
three (3) months after the termination of your employment or service with the Company for any reason other than your Disability
or death, provided that if during any part of such three (3)-month period you may not exercise your option solely because of the
condition set forth in the preceding paragraph relating to “Securities Law Compliance,” your option shall not
expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months
after the termination of your employment or service with the Company;


 


(b)  
twelve (12) months after the termination of your employment or service with the Company due to your Disability;


 


(c)  
twelve (12) months after your death if you die either during your employment or service with the Company or within three
(3) months after your employment or service with the Company terminates;


 


(d)  
immediately upon the termination of your employment or service with the Company in the event of Cause (as defined in the
Employment Agreement) or upon your violation of any of Sections 8.1, 8.3 or 8.5 of the Employment Agreement; or


 


(e)  
the Expiration Date indicated in your Grant Notice.


 


If your option is an
Incentive Stock Option, note that, to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the date of grant of your option and ending on the day three (3) months before the date
of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability.
The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee
that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or
an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment terminates.


 


 


 






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8.              
Exercise.


 


(a)  
You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated
by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate,
during regular business hours, together with such additional documents as the Company may then require.


 


(b)  
By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to
enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising
by reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)  
If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your
option that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.


 


9.              
Transferability.


 


(a)  
Restrictions on Transfer. Your option shall not be transferable except by will or by the laws of descent and distribution
and shall be exercisable during your lifetime only by you; provided, however, that the Board may, in its sole discretion,
permit transfer of your options in a manner that is not prohibited by applicable tax and securities laws upon your request.


 


(b)  
Domestic Relations Orders. Notwithstanding the foregoing, your option may be transferred pursuant to a domestic relations
order; provided, however, that if your option is an Incentive Stock Option, your option shall be deemed to be a Nonstatutory Stock
Option as a result of such transfer.


 


(c)  
Beneficiary Designation. Notwithstanding the foregoing, you may, by delivering written notice to the Company, in
a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect option exercises,
designate a third party who, in the event of your death, shall thereafter be entitled to exercise your option. In the absence of
such a designation, the executor or administrator of your estate shall be entitled to exercise your option.


 


10.           
Option Not A Service Contract. Your option is not an employment or service contract, and nothing in your option
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 of the Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or
an Affiliate, their respective stockholders, 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.


 


11.           
Withholding Obligations.


 


(a)  
At the time you exercise your option, in whole or in part, 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 (including
by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board to the extent permitted by the Company), 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 the exercise of your option.


 


 


 






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(b)  
Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal
conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the
exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary
to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any tax
withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the
preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise
deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding
the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common Stock determined
as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you
arising in connection with such share withholding procedure shall be your sole responsibility.


 


(c)  
You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.
Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company shall
have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.


 


12.           
Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan
or its other compensation programs in a manner that minimizes your tax liabilities. You shall not make any claim against the Company,
or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.
In particular, you acknowledge that this option is designed to be exempt from Section 409A of the Code only if the exercise price
per share specified in the Grant Notice is at least equal to the “fair market value” per share of the Common
Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option.


 


13.           
Notices. Any notices provided for in your option or the Plan shall be given in writing and shall 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.


 


14.           
Governing Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your option, 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
option and those of the Plan, the provisions of the Plan shall control.


 


15.           
Entire Agreement; Amendment. This Agreement, together with the Plan, and the Employment Agreement
contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all
prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee
shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided
in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and you. The Company shall
give you written notice of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.


 


16.           
Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall
be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the choice of law principles
thereof.


 


17.           
Transfer of Personal Data. You authorize, agree and unambiguously consent to the transmission by the Company
(or any Subsidiary) of any personal data information related to the Nonqualified Stock Option awarded under this Agreement for
legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is
freely given by you.


 


18.           
Compliance with Laws. The grant of Nonqualified Stock Options and the issuance of shares of Common Stock hereunder
shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws,
rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any
respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable
thereto. The Company shall not be obligated to issue the Nonqualified Stock Option or any shares of Common Stock pursuant to this
Agreement if any such issuance would violate any such requirements. As a condition to the exercise of the Nonqualified Stock Option,
the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any
applicable law or regulation.


 


 


 






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19.           
Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable
by the Company and its successors and assigns. You shall not assign any part of this Agreement without the prior express written
consent of the Company.


 


20.           
Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience
of reference only and shall not be deemed to be a part of this Agreement.


 


21.           
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original, but all of which shall constitute one and the same instrument.


 


22.           
Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such
further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto
reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation
of the transactions contemplated thereunder.


 


23.           
Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality
or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations
of the parties hereunder shall be enforceable to the fullest extent permitted by law.


 


24.           
Acquired Rights. You acknowledge and agree that: (a) the Company may terminate or amend the Plan at any time;
(b) Nonqualified Stock Options granted under this Agreement is completely independent of any other award or grant and is made at
the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Nonqualified Stock Options
awarded hereunder) give you any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this
Agreement are not part of your ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy
or resignation.


 


 


 


 


 






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NOTICE OF EXERCISE


Genius
Brands International


9401
Wilshire #608


Beverly
Hills, CA 90212


 


Date of Exercise:__________


 


Ladies and Gentlemen:


 


This constitutes notice
under my stock option that I elect to purchase the number of shares for the price set forth below.


 


	Type of option (check one):	Incentive  ̈	Nonstatutory  ̈
	Stock option dated:	_______________	 
	Number of shares as to which option is exercised:	_______________	 
	Certificates to be issued in name of:	_______________	 
	Total exercise price:	$______________	 
	Cash or check delivered herewith:	$______________	 
	Regulation T Program (cashless exercise)	$______________	 
	Value of _____ shares of Pacific Entertainment Corporation common stock delivered herewith:1	$______________	 
	Value of _____ shares of Pacific Entertainment Corporation common stock pursuant to net exercise:2	$______________	 


 


 


		1	Subject to the consent of Genius Brands International, Inc. at the time of exercise. Shares of
Common Stock must be valued in accordance with the terms of the option being exercised, must have been owned for the minimum period
required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates
must be endorsed or accompanied by an executed assignment separate from certificate.



 


		2	Genius Brands International, Inc. must have established net exercise procedures at the time of
exercise in order to utilize this payment method and must expressly consent to your use of net exercise at the time of exercise.
An Incentive Stock Option may not be exercised by a net exercise arrangement.



 


By this exercise,
I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2020 Incentive Plan, (ii) to provide
for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise
of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days
after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two
(2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise
of this option.


 


	 	Very truly yours,
	 	 
	 	_________________________________



 


 






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