Exhibit 10.3


 


INCENTIVE STOCK OPTION GRANT AGREEMENT


 


CELLDEX THERAPEUTICS, INC.


 


This Stock Option Grant Agreement
(the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A
(the “Date of Grant”) by and between Celldex Therapeutics, Inc., a Delaware corporation (the “Company”),
and the individual named in Exhibit A hereto (the “Optionee”).


 


WHEREAS, the Company desires
to provide the Optionee an incentive to participate in the success and growth of the Company through the opportunity to earn a proprietary
interest in the Company; and


 


WHEREAS, to give effect to
the foregoing intention, the Company desires to grant the Optionee an option pursuant to the Celldex Therapeutics, Inc. 2021 Omnibus
Equity Incentive Plan (the “Plan”) to acquire the Company’s common stock, par value $0.001 per share (the “Common
Stock”);


 


NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:


 


1.            Grant.
The Company hereby grants the Optionee an Incentive Stock Option (the “Option”) to purchase up to the number of shares
of Common Stock (the “Shares”) set forth in Exhibit A hereto at the exercise price per Share (the “Exercise
Price”) set forth in Exhibit A, and on the vesting schedule set forth in Exhibit A, subject to the terms
and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference. Capitalized terms
used but not otherwise defined in this Grant Agreement shall have the meanings as set forth in the Plan.


 


This Option is intended to qualify as an Incentive
Stock Option (“ISO”) under Section 422 of the Code. However, notwithstanding such designation, if the Optionee
becomes eligible in any given year to exercise ISOs for Shares having a Fair Market Value in excess of $100,000, those options representing
the excess shall be treated as Non-Qualified Stock Options. In the previous sentence, “ISOs” include ISOs granted under any
plan of the Company or any parent or any Subsidiary of the Company. For the purpose of deciding which options apply to Shares that “exceed”
the $100,000 limit, ISOs shall be taken into account in the same order as granted. The Fair Market Value of the Shares shall be determined
as of the time the Option with respect to such Shares is granted. The Optionee hereby acknowledges that there is no assurance that the
Option will, in fact, be treated as an Incentive Stock Option under Section 422 of the Code.


 


2.            Exercise
Period Following Termination of Continuous Service. This Option shall terminate and be canceled to the extent not exercised within
three (3) months following termination of the Optionee’s Continuous Service; provided that if such termination is due to the
Optionee’s death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, this Option shall
terminate and be cancelled one (1) year from the date of termination of Continuous Service. Notwithstanding the foregoing, in the
event that the Optionee’s Continuous Service is terminated for Cause, then the Option shall immediately terminate on the date of
such termination of Continuous Service and shall not be exercisable for any period following such date. In no event, however, shall this
Option be exercised later than the Expiration Date set forth in Exhibit A and in no event shall this Option be exercised for
more Shares than the Shares which otherwise have become exercisable as of the date of termination.


 






     


     


    

 


3.            Method
of Exercise. This Option is exercisable by delivery to the Company of an exercise notice (the “Exercise Notice”)
in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall
state or provide the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”),
and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares (i) in cash or by certified or bank
check; or (ii) through an exercise program established with a broker in accordance with Section 6.5 of the Plan. Upon exercise
of the Option by the Optionee and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Optionee
to satisfy applicable Federal and state tax income tax withholding requirements and the Optionee’s share of applicable employment
withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless
such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity
plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which
the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable
equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred
to the Optionee on the date the Option is exercised with respect to such Shares.


 


4.            Covenants
Agreement. This Option shall be subject to forfeiture at the election of the Company in the event that the Optionee breaches any agreement
between the Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and contributions and/or
nondisclosure obligations of the Optionee.


 


5.            Taxes.
By executing this Grant Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the satisfaction of any applicable
taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise of the Option, including without limitation
any taxes arising under Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code (regarding golden
parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or otherwise
indemnify or hold Optionee harmless from any or all of such taxes.


 






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6.            Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Grant Agreement shall be binding
upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


7.            Securities
Matters. All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided
by Federal or state law. The Company shall not be obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement
unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act of 1933, as amended (the
 “Securities Act”), and all applicable state securities laws, or are exempt from registration thereunder. Regardless
of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified
under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer
of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions)
if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities
laws of any state or any other law.


 


8.            Investment
Purpose. The Optionee represents and warrants that unless the Shares are registered under the Securities Act, any and all Shares acquired
by the Optionee under this Grant Agreement will be acquired for investment for the Optionee’s own account and not with a view to,
for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the
meaning of the Securities Act. The Optionee agrees not to sell, transfer or otherwise dispose of such Shares unless they are either (1) registered
under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company
counsel.


 


9.            Lock-Up
Agreement. The Optionee hereby agrees that in the event that the Optionee exercises this Option during a period in which any directors
or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then, as a condition to such
exercise, the Optionee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Optionee
shall agree to restrictions on transferability of the Shares comparable to the restrictions agreed upon by such directors or officers
of the Company.


 


10.            Other
Plans. No amounts of income received by the Optionee pursuant to this Grant Agreement shall be considered compensation for purposes
of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries, unless otherwise
expressly provided in such plan.


 






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11.            No
Guarantee of Continued Service. The Optionee acknowledges and agrees that the right to exercise the Option pursuant to the exercise
schedule hereof is earned only through Continuous Service and such other requirements, if any, as are set forth in Exhibit A (and
not through the act of being hired, being granted an option or purchasing shares hereunder). The Optionee further acknowledges and agrees
that (i) this Grant Agreement, the transactions contemplated hereunder and the exercise schedule set forth herein do not constitute
an express or implied promise of continued employment or service for the exercise period or for any other period, and shall not interfere
with the Optionee’s right or the right of the Company or its Subsidiaries to terminate the employment or service relationship at
any time, with or without cause, subject to the terms of any written employment agreement that the Optionee may have entered into with
the Company or any of its Subsidiaries; and (ii) the Company would not have granted this Option to the Optionee but for these acknowledgements
and agreements.


 


12.            Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Grant 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 the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest
except by means of a writing signed by the Company and the Optionee. In the event of any conflict between this Grant Agreement and the
Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Grant Agreement shall be construed under
the laws of the State of Delaware, without regard to conflict of laws principles.


 


13.            Opportunity
for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan
and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement.
The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions
relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address
indicated herein.


 


14.     Section 409A.     This
Option is intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly.
The Company may, in its sole discretion and without the Optionee’s consent, modify or amend the terms of this Grant Agreement, impose
conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems necessary or advisable,
to cause the Option to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted).


 


15.            Recoupment.
Notwithstanding anything to the contrary in this Agreement, the Shares issued under this Agreement, and all amounts that may be received
by you in connection with any disposition of any such Shares shall be subject to applicable recoupment, “clawback” and similar
provisions under law, as well as any recoupment, “clawback” and similar policies of the Company that may be adopted at any
time and from time to time in order to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Grant Agreement as of the date set forth in Exhibit A.


 





	 	CELLDEX THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	 	OPTIONEE
	 	 
	 	 
	 	Name:



 






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EXHIBIT A


 


INCENTIVE STOCK OPTION GRANT AGREEMENT


 


CELLDEX THERAPEUTICS, INC.


 


(a).        Optionee’s
Name:____________________________________


 


(b).        Date
of Grant:_____________________


 


(c).        Number
of Shares Subject to the Option:___________________


 


(d).        Exercise
Price: $______ per Share


 


(e).        Expiration
Date:____________________


 


(f).        Vesting
Schedule:


 


_______ (Initials)


 Optionee




 


_______ (Initials)


Company Signatory


 






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