EX-10.38



 Exhibit 10.38 
 NEW MEDIA INVESTMENT GROUP INC. 
 NONQUALIFIED STOCK OPTION AND INCENTIVE
AWARD PLAN 
 NONQUALIFIED STOCK OPTION AGREEMENT 

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), by and between NEW MEDIA INVESTMENT GROUP INC., a Delaware
corporation (the “Company”), and FORTRESS OPERATING ENTITY I LP, a Delaware limited partnership and an affiliate of the Manager of the Company (the “Optionee”), is effective as of [DATE]. 

Pursuant to the New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (as amended from time to time, the
“Plan”), the Optionee is hereby granted, on the terms and conditions set forth herein (and subject to the terms and provisions of the Plan), a nonqualified stock option (an “Option”) to purchase shares of the
Company’s common stock. It is intended that the Option constitute a “nonqualified stock option” and not an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Any
capitalized terms not defined herein shall have the meaning set forth in the Plan. 
 TERMS AND CONDITIONS OF THE OPTION 

1. NUMBER OF SHARES AND OPTION PRICE. The Option entitles the Optionee to purchase [NUMBER] shares (the “Option
Shares”) at a per share exercise price of $[AMOUNT] (the “Option Price”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as set forth in the Plan.

 2. TERM OF OPTION. This Agreement and the terms of the Option hereunder shall commence on the date hereof (the
“Date of Grant”) and, unless previously terminated pursuant to this Agreement, the Option shall terminate upon the expiration of ten (10) years from the Date of Grant. Upon the termination of the Option, all rights of the
Optionee hereunder with respect to the Option shall cease. 
 3. CONDITIONS OF EXERCISE. Subject to the provisions of
the Plan and this Agreement, the Option shall be fully vested at all times and shall become exercisable as to 1/30th of the Option Shares on the first calendar day of each of the thirty (30) months following the Date of Grant. 

4. EXERCISE OF OPTION. The Option shall be exercised in full or in part in the following manner: the Optionee (or any
subsequent party or parties having the right to exercise the Option), shall deliver to the Company written notice specifying the number of Option Shares to be purchased, together with payment of the aggregate Option Price of the Option Shares with
respect to which the Option is being exercised by means of one of the following payment methods: (a) payment of cash in an amount equal to the aggregate Option Price, (b) delivery to the Company of a number of shares of Common Stock having
a Fair Market Value on the date of surrender equal to the aggregate Option Price, (c) payment or delivery of any combination of cash or shares of Common Stock, the sum of which equals the aggregate Option Price or (d) by electing to have the
Company withhold from the delivery of the Option Shares otherwise issuable in connection with the exercise of the Option the number of Option Shares having a Fair Market Value on the date of exercise equal to the aggregate Option Price. The Option
Shares purchased shall thereupon be promptly delivered. In addition, the Optionee (or such other party) shall be entitled to exercise the Option in any other manner permitted under the Plan and approved by the Committee. The Optionee will not be
deemed to be a holder of any Option Shares until the date of the issuance of a stock certificate to it for such shares and until such shares are paid for in full. 
 5. DISPOSITION OF OPTION SHARES. Subject to the terms of this Agreement and the Plan, the Option and the Common Stock acquired in connection with the exercise of the Option shall be freely
transferable by the Optionee, to the extent not prohibited by applicable laws. 







 6. CHANGE IN CONTROL AND TERMINATION PROVISIONS. Notwithstanding anything herein
to the contrary, the Option shall become immediately and fully vested and exercisable upon (i) a Change in Control in accordance with the provisions of the Plan or (ii) a termination of the Manager’s services to the Company for any
reason. Any Tandem Awards shall be governed by the terms and conditions of their applicable award agreements. For purposes of this award, a Change in Control shall be deemed to have occurred upon the occurrence of one or more of the events set forth
in the Plan, or if Wesley R. Edens ceases to be a member of the Board. 
 7. NOTICES. Any notice required or permitted
under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at: FIG LLC, 1345 Avenue of the Americas, 47th Floor, New York, New
York 10105, Attention: General Counsel, or such other address as the Grantee may designate in writing to the Company, or to the Company at: 1345 Avenue of the Americas, 46th Floor, New York, New York 10105, Attention: [NAME] (or his designee), at
the Company’s address or such other address as the Company may designate in writing to the Grantee. 
 8. FAILURE TO
ENFORCE NOT A WAIVER. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 

9. GOVERNING LAW. This Agreement shall be governed by and construed according to the laws of the State of Delaware without
regard to its principles of conflict of laws. 
 10. INCORPORATION OF PLAN. The Plan is hereby incorporated by
reference and made a part hereof, and the Option and this Agreement are subject to all of the terms and conditions of the Plan. 

11. AMENDMENTS. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.

 12. RIGHTS AS A STOCKHOLDER. Neither the Optionee nor any successor in interest shall have rights as a stockholder
of the Company with respect to any of the Option Shares until the date of issuance of a stock certificate for such Option Shares. 
 13. AGREEMENT NOT A CONTRACT OF EMPLOYMENT. Neither the Plan, the granting of any Option, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Optionee has a right to continue its service to the Company for any period of time at any specific rate of compensation. 

14. AUTHORITY OF THE COMMITTEE. The Committee shall have full authority to interpret and construe the terms of the Plan and
this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive. 
 [Signatures on Following Page] 







 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of [DATE].

  

	
	 NEW MEDIA INVESTMENT GROUP

INC.

	
	 
	 Name:

	 Title:

	
	The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement and to all the terms and provisions of the Plan herein incorporated by
reference.


  

	
	 FORTRESS OPERATING ENTITY I LP
 By its General Partner, FIG Corp.


	
	 
	 Name:

	 Title:



 NEW MEDIA INVESTMENT GROUP INC. 

STOCK OPTION AGREEMENT—[DATE] GRANT 







 NOTICE OF EXERCISE 
                 , 20     
 New Media Investment Group Inc. 
 1345 Avenue of the Americas, 46th Floor 

New York, New York 10105 
 Attention: [NAME]

 Gentlemen: 

Fortress Operating Entity I LP, an affiliate of the Manager (the “Optionee”) was granted an Option by New Media
Investment Group Inc. (the “Company”) under the New Media Investment Group Inc. Nonqualified Stock Option and Incentive Award Plan (the “Plan”) and a Nonqualified Stock Option Agreement, between the Optionee and the
Company, dated as of             (the “Agreement”). This letter is to notify you that the Optionee wishes to purchase Option Shares under the Agreement as set forth below.

 EXERCISE OF OPTION 

1. The Optionee wishes to purchase Option Shares at the exercise price of
$            per share for a total cost of $            , which Option is not encumbered to a Tandem Option. The Grantee warrants
and represents that such Award Shares are not encumbered to a Tandem Award. 
 2. The Optionee is paying
for these Option Shares as follows: 
             By
enclosing cash and/or a certified or cashier’s check payable to the Company in the amount of $            (the “Aggregate Option Price”). 

            By enclosing a stock certificate duly endorsed for
transfer or accompanied by an appropriately executed stock power in favor of the Company, representing a number of shares of Common Stock with a Fair Market Value on the date of surrender equal to the Aggregate Option Price. 

            By electing to have the Company withhold a number
of shares of Common Stock from the delivery of the Option Shares otherwise issuable in connection with the exercise of the Option with a Fair Market Value as of the date of exercise equal to the Aggregate Option Price. 

3. In exercising its Option, the Optionee hereby warrants and represents to the Company that the Optionee acknowledges that the
Company has no obligation to issue a certificate evidencing any Option Shares purchasable by the Optionee until the Aggregate Option Price is fully paid as set forth in the Agreement. 

 

	
	 Very truly yours,

 

	Fortress Operating Entity I LP
	By its General Partner, FIG Corp.
	
	 
	Name:
	Title: