Exhibit 10.3


 


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).


 






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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.


 






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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.


 






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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.



 


	 	By:	 
	 	 	Name: Ezra Y. Rosensaft
	 	 	Title:   Chief Financial Officer


 


	 	 
	 	Optionee:  


 


 


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