UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Date of report (Date of earliest event reported): May 27, 2020

 

NTN BUZZTIME, INC.

(Exact name of Registrant as Specified in Charter)

 

Delaware   001-11460   31-1103425

(State or Other Jurisdiction
of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1800 Aston Ave., Suite 100    
Carlsbad, California   92008
(Address of Principal Executive Offices)   (Zip Code)

 

(760) 438-7400

(Registrant’s telephone number, including area code)

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   NTN   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment to Employment Agreement and Executive Retention Bonus

 

On May 27, 2020, we entered into a second amendment to the employment agreement we entered into with our senior vice president of finance, Sandra Gurrola (the “Second Amendment”), and in connection therewith, we also entered into a retention bonus and general release of all claims agreement with Ms. Gurrola (the “Retention Agreement”). Under the Second Amendment, the amount of severance compensation we must pay Ms. Gurrola if her employment with us is terminated by us without cause or by her for good reason was reduced from (a) nine months of her base salary to (b) two months of her base salary plus the incentive compensation she is eligible to receive under our 2020 executive incentive plan, and if so paid, she agreed to waive payment to her of such incentive compensation under our 2020 executive incentive plan. All other material terms and conditions of Ms. Gurrola’s severance compensation and benefits remained the same, including that the payment of any severance compensation or benefits is subject to her delivering to us a general release of claims in our favor. Under the Retention Agreement, in exchange for the reduction in her severance compensation described above and subject to Ms. Gurrola signing and not revoking a general release of claims in our favor, we agreed to pay Ms. Gurrola a retention bonus of $110,833, which is equivalent to seven months of her monthly salary, and which will be paid in three installments, the last of which will be made on June 19, 2020. If, prior to August 31, 2020, Ms. Gurrola’s employment is terminated by us for cause or by Ms. Gurrola without good reason, Ms. Gurrola must return to us 50% of the amount of the retention bonus paid to her on or before such termination of employment and we will have no obligation to pay any unpaid retention bonus.

 

The foregoing summary descriptions of the Second Amendment and the Retention Agreement do not purport to be complete and are qualified in their entirety by reference to the Second Amendment and the Retention Agreement, copies of which are filed as exhibits to this report and are incorporated herein by reference.

 

2020 Executive Incentive Plan

 

On June 1, 2020, the Nominating and Corporate Governance/Compensation Committee (the “Committee”) of our Board of Directors adopted the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2020 (the “2020 Plan”). The 2020 Plan provides for performance-based, at-risk compensation.

 

The 2020 Plan period is from January 1, 2020 to December 31, 2020. The Committee will administer and interpret the 2020 Plan. The 2020 Plan participants include those individuals with the title of Chief Executive Officer, Chief Financial Officer, and SVP of Finance (as Chief Accounting Officer), and any individual who we hire, promote or transfer to an executive level position, as determined by the Committee, during 2020. Individuals who are eligible to participate in the 2020 Plan must be employed by us on or before October 1, 2020, on active, full-time, paid status, and must not be a participant in any of our other incentive compensation programs. Any individual who becomes eligible to participate in the 2020 Plan after January 1, 2020 (either through new hire, promotion or transfer) will be eligible to earn incentive compensation under the 2020 Plan on a prorated basis.

 

The 2020 Plan participants will be eligible to earn incentive compensation based on the level of achievement of the corporate goals set forth in each participant’s personal incentive memo.

 

Each participant will have a target payout, assigned by his/her position and job level. Consistent with the terms of their employment agreements and as previously reported, the target payout amounts for our named executive officers who continue to be employed us, and currently the only 2020 Plan participants, are: Chief Executive Officer— $150,000 and SVP of Finance (as Chief Accounting Officer)—$38,000.

 

The Committee will determine the achievement level of the performance measures and the actual incentive payout amount awarded to a participant. If the performance measures are exceeded, the Committee, in its sole discretion, may choose to pay out a larger pool amount. The Committee’s determination will be made as soon as practicable, subject to the completion and approval of the relevant financial or other company reports upon which the corporate goals are measured. Subject to the other terms of the 2020 Plan, the incentive payout, if any, will be paid at the discretion and in the sole determination of the Committee, either in (i) cash, (ii) shares of our common stock issued under the NTN Buzztime, Inc. 2019 Performance Incentive Plan or any successor long-term incentive plan, or (iii) any combination of (i) and (ii). Such payment will be made within 30 days after the applicable corporate goal is achieved, subject to any agreement between us and a participant to the contrary or inconsistent with the foregoing. In the event a goal is achieved in advance of the quarter for which it was an incentive target, the payment of the goal is accelerated.

 

 

 

 

In order for a participant to earn and receive any incentive payout under the 2020 Plan, the Committee must have approved such incentive payout as evidenced in the Committee meeting minutes and the participant must be employed by us on the payout date.

 

The 2020 Plan may be amended, modified or terminated at any time at the discretion of the Committee with or without advance notice. If the 2020 Plan is amended prior to the end of the plan period, participants will be paid according to any amending or terminating documents. The 2020 Plan will automatically terminate at the end of the plan period, except that the payout provisions will continue in effect until satisfied.

 

The foregoing summary description of the 2020 Plan does not purport to be complete and is qualified in its entirety by reference to the 2020 Plan, a copy of which is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

  10.1* Second Amendment to Employment Agreement dated May 27, 2020 by and between NTN Buzztime, Inc. and Sandra Gurrola
     
  10.2* Retention Bonus and General Release of All Claims Agreement dated May 27, 2020 by and between NTN Buzztime, Inc. and Sandra Gurrola
     
  10.3* NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2020

 

* Management contract or compensatory plan

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NTN BUZZTIME, INC.
     
Date: June 2, 2020 By: /s/ Sandra Gurrola
    Sandra Gurrola
    Sr. Vice President of Finance

 

 

 

 

Exhibit 10.1

 

AMENDMENT #2 TO EMPLOYMENT AGREEMENT

 

THIS AMENDMENT #2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 27, 2020 (the “Effective Date”), between NTN Buzztime, Inc., a Delaware corporation (the “Company”), and Sandra Gurrola, an individual (“Executive”).

 

RECITALS

 

THE PARTIES ENTER THIS AMENDMENT on the basis of the following facts, understandings and intentions:

 

  A. Executive commenced employment with the Company as of November 4, 2009.
     
  B. The Company and Executive are parties to that certain Employment Agreement made and entered into September 17, 2019 (the “Employment Agreement”), and to that certain Amendment #1 to Employment Agreement made and entered into January 14, 2020 (the “1st Amendment,” and together with the Employment Agreement, the “Existing Employment Agreement”), pursuant to which, among other things, Executive is serving as the Company’s Senior Vice-President of Finance and Chief Accounting Officer.
     
  C. The Company and Executive each desire Executive to continue employment with the Company on the terms and conditions set forth in this Amendment.
     
  D. The Nominating and Corporate Governance/Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined and approved the terms of Executive’s continued employment on the terms and conditions set forth in this Amendment.
     
  E. This Amendment, the Employment Agreement and all related documents referenced herein and therein shall govern the employment relationship between Executive and the Company from and after the Effective Date.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

 

1. Amendments to Employment Agreement.

 

1.1. Section 2.2. Effective as of the Effective Date, the “The” at the beginning of the third paragraph of Section 2.2 of the Existing Employment Agreement is hereby replaced with “Subject to Section 4.2(c), the”.

 

1.2. Section 4.2. Effective as of the Effective Date, Section 4.2 of the Existing Employment Agreement is hereby amended and restated in its entirety to read as follows:

 

4.2 Benefits Upon Termination. If the Executive’s employment with the Company is terminated for any reason by the Company or by the Executive, the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

 

  (a) The Company shall pay Executive (or in the event of her death, the Executive’s estate) any Accrued Obligations (as defined in Section 4.4) within Ten (10) days following the Separation Date.

 

   
     

 

  (b) In addition to the Accrued Obligations, if Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, provided that the Executive timely elects continued insurance coverage pursuant to COBRA, the Company shall reimburse Executive for a period of 9 months an amount equal to the COBRA premiums actually paid by the Executive each month during such 9-month period.
     
  (c) In addition to the Accrued Obligations and the benefits provided for under Section 4.2(b), if Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, subject to tax withholding and other authorized deductions and subject to the requirements of Section 4.3, the Company shall pay Executive as severance pay an amount equal to the sum of the following in one lump sum:

 

  (i) (A) 2 multiplied by (B) 1/12 of the Base Salary rate in effect on the Separation Date, which shall be payable in one lump sum; and
     
  (ii) the amount Executive is eligible to receive under the 2020 Incentive Plan (as defined in Section 4.4).

 

The first installment of any severance pay payable under this Section 4.2(c) shall commence after Executive executes the General Release and it has become effective in accordance with its terms and is not revoked.

 

If Executive is paid in accordance with Section 4.2(c), Executive hereby waives payment to Executive under Section 2.2 with respect to the amount Executive is eligible to receive under the 2020 Incentive Plan, it being agreed and understood that such amount is payable under Section 4.2(c).

 

  (d) Notwithstanding the foregoing provisions of this Section 4.2, if the Executive breaches his obligations under the Confidentiality and Work for Hire Agreement and/or Section 6, 7 or 8 of this Agreement at any time, from and after the date of such breach, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Sections 4.2(b) or 4.2(c).

 

The foregoing provisions of this Section 4.2 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in Sections 4.2(b) and 4.2(c), if applicable, and the benefits contemplated by this paragraph, regardless of the manner of the Executive’s termination of employment.

 

1.3. Section 4.3. Effective as of the Effective Date:

 

  1.3.1. each reference to “Section 4.2(b)” in Section 4.3(a) of the Existing Employment Agreement is hereby replaced with “Sections 4.2(b) or 4.2(c)”;
     
  1.3.2. the first reference to “Section 4.2(b)” in Section 4.3(b) of the Existing Employment Agreement is hereby replaced with “Sections 4.2(b) or 4.2(c)”; and
     
  1.3.3. the second reference to “Section 4.2” in Section 4.3(b) of the Existing Employment Agreement is hereby replaced with “Sections 4.2(b) and 4.2(c)”.

 

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1.4. Section 4.4. Effective as of the Effective Date, Section 4.4 of the Existing Employment Agreement is hereby amended and restated in its entirety to read as follows:

 

4.3 Certain Defined Terms. As used herein:

 

  (a) 2020 Incentive Plan” means the NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2020.
     
  (b) Accrued Obligations” means:

 

  (i) any Base Salary that had accrued but had not been paid (including accrued and unpaid personal time off) on or before the Separation Date; and
     
  (ii) any reimbursement due to the Executive pursuant to Section 3.2 for expenses incurred by the Executive on or before the Separation Date.

 

  (c) Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board), (i) any act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee of the Company which is intended to result in substantial personal enrichment of the Executive and is reasonably likely to result in material harm to the Company, (ii) the Executive’s conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by the Executive which constitutes misconduct and is materially injurious to the Company, (iv) continued willful violations by the Executive of the Executive’s obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company’s belief that the Executive has willfully violated his obligations to the Company.
     
  (d) Change in Control” has the meaning given to such term in the NTN Buzztime, Inc. 2010 Performance Incentive Plan.
     
  (e) Good Reason” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board), (i) a change in the location of the Executive’s place of employment or the principal offices of the Company, in each case, as of the Effective Date resulting in an increased commuting distance of more than thirty (30) miles, (ii) a reduction in the amount of the Base Salary by 10% or more, (iii) a reduction in the percentage of the Executive’s target potential Incentive Bonus amount from the percentage in effect for the immediately preceding year, (iv) a change in the Executive’s position with the Company which materially reduces his duties and responsibilities; provided and only if such change, reduction or relocation is effected by the Company without the Executive’s consent, or (v) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law. Notwithstanding the foregoing, a termination shall not be for Good Reason unless (A) the Executive provides written notice to the Company of his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the circumstance that he believes constitute(s) Good Reason, which notice shall describe such circumstance, (B) the Company does not cure such circumstance within twenty (20) days following its receipt of such notice, and (C) the Executive voluntarily terminates his employment with the Company within thirty (30) days following the end of the twenty (20) day cure period.

 

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2. Governing Law. This Amendment, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.
   
3. Severability. If any provision of this Amendment or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Amendment which can be given effect without the invalid provisions or applications and to this end the provisions of this Amendment are declared to be severable.
   
4. Conflict; Agreement. Except as modified by this Amendment, the Employment Agreement, together with all stock unit agreements, stock option agreements and other agreement for equity-based compensation and the exhibits contemplated thereby, including the Confidentiality and Work for Hire Agreement and Mutual Agreement to Arbitrate, embody the entire agreement of the parties hereto respecting the matters within its scope. If there is a conflict between the terms and conditions of this Amendment and the Employment Agreement, this Amendment shall take precedence. Otherwise, all other terms and conditions of the Employment Agreement remain in full force and effect.
   
5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
   
6. Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Amendment. Hence, in any construction to be made of this Amendment, the same shall not be construed against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges that he has read and understands this Amendment, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Amendment and has had ample opportunity to do so.

 

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IN WITNESS WHEREOF, the Company and Executive have executed this Amendment as of the first date set forth above.

 

  COMPANY
  NTN Buzztime, Inc., a Delaware corporation
     
By: /s/ Allen Wolff
Name: Allen Wolff
Title: Chief Executive Officer
     
  EXECUTIVE
     
  /s/ Sandra Gurrola
  Sandra Gurrola

 

   

 

 

Exhibit 10.2

 

RETENTION BONUS AND GENERAL RELEASE OF ALL CLAIMS AGREEMENT

 

This Retention Bonus and General Release of Claims Agreement (“Agreement”) is made by and between NTN BUZZTIME, INC. on behalf of itself and its affiliates (“Buzztime” or “the Company”) and Sandra Gurrola (“Employee”) with respect to the following facts:

 

A. Employee is employed by the Company as Sr. VP of Finance.

 

B. Since January 1, 2020, the Company implemented cost-saving measures, including reductions in headcount, and as a result, Employee’s duties and responsibilities have increased and may continue to increase, as compared to before such cost-saving measures were implemented.

 

C. Employee is a valuable resource to the Company and the Company wishes to retain the services of Employee and to pay Employee a retention bonus to incentivize and reward Employee for Employee’s continued service to the Company, subject to the terms and conditions of this Agreement.

 

D. The Company and Employee entered into that certain Employment Agreement dated September 17, 2019 (the “Employment Agreement”) and into that certain Amendment #1 to Employment Agreement dated January 14, 2020 (“Amendment No. 1” and together with the Employment Agreement, the “Current Employment Agreement”), which, among other things, includes provisions (the “Severance Provisions”) that provide for certain payments to Employee in the event of certain terminations of Employee’ s employment with the Company and if other conditions described in the Current Employment Agreement are met.

 

E. Subject to the terms and conditions of this Agreement, the Company has asked Employee to accept the retention bonus set forth herein as a substitute for certain payments under the Severance Provisions, and Employee has agreed to accept the substitute retention bonus as set forth herein in lieu of the payment of certain amounts under the Severance Provision, all as set forth in Amendment #2 to Employment Agreement that the Company and Employee entered into in connection with this Agreement (“Amendment 2 to Employment Agreement”), which, among other things, provides for a reduction in the amounts payable to Employee under the Severance Provisions.

 

F. This Agreement is presented to Employee on May 27], 2020 (the “Presentation Date”).

 

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Retention Bonus.

 

1.1 Retention Bonus. In consideration for Employee’s continued employment with the Company, in consideration for entering into Amendment 2 to Employment Agreement, and subject to Employee’ s execution and non-revocation of the release of claims set forth herein, the Company hereby agrees to pay Employee a bonus payment in an amount equal to $110,833.33 (which is equivalent to 7 months of regular wages to which Employee is not otherwise entitled), less all appropriate federal and state tax withholdings (the “Retention Bonus”). Employee agrees that the payment of the Retention Bonus is adequate consideration for the promises and representations made in this Agreement. Subject to Section 1.3, the Retention Bonus will be paid in three equal payments via direct deposit to Employee’s bank account (on file from prior payroll deposits) on each of May 29, 2020, June 5, 2020 and June 19, 2020 (each such a date, a “Payment Date”), provided that Employee has signed and returned this Agreement to the Company. If Employee revokes this Agreement within the seven day revocation period, Employee will not receive the Retention Bonus.

 

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1.2 Effect of Termination of Employment.

 

(a) By the Company without Cause; By Employee with Good Reason; Due to Employee’s Death or Disability. If, prior to the Retention Bonus being paid in full, Employee’s employment is terminated by the Company without Cause or due to disability, Employee terminates employment with the Company with Good Reason, or Employee’s employment terminates due to Employee’s death, then the Company shall pay to Employee (or Employee’ s beneficiary in the event of death) a lump sum payment in an amount equal to the sum of the amount of all then-unpaid Retention Bonus payments that otherwise would have become payable to Employee under this Agreement if her employment had continued through the final Payment Date. Such payment shall be made within 10 days following Employee’s termination of employment and shall not be reduced on account of the acceleration of the timing of the payment. Following the Company’s payment of such bonuses, the Company shall have no further obligations under this Agreement, and Employee shall have no further rights to any other payments under this Agreement.

 

(b) Termination For Any Other Reason. If, prior to August 31, 2020, Employee’ s employment with the Company terminates or is terminated for any reason other than a reason set forth in Section 1.3(a) (including termination by the Company for Cause, or voluntary termination by Employee without Good Reason), the Company shall have no obligation to pay any unpaid Retention Bonus, Employee shall forfeit all then unpaid Retention Bonus amounts under this Agreement for all Payment Dates occurring after Employee’s termination of employment with the Company, and Employee shall return to the Company 50% of the amount of the Retention Bonus paid to Employee on or before such termination of employment. Following such termination of employment, the Company shall have no further obligations under this Agreement, and Employee shall have no further rights to any other payments under this Agreement.

 

As used herein:

 

Cause” means, as reasonably determined by the Board (excluding Employee, if she/he is then a member of the Board), (i) any act of personal dishonesty taken by Employee in connection with her/his responsibilities as an employee of the Company which is intended to result in substantial personal enrichment of Employee and is reasonably likely to result in material harm to the Company, (ii) Employee’s conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (iii) a willful act by Employee which constitutes misconduct and is materially injurious to the Company, (iv) continued willful violations by Employee of Employee’s obligations to the Company after there has been delivered to Employee a written demand for performance from the Company which describes the basis for the Company’s belief that Employee has willfully violated his obligations to the Company.

 

Good Reason” means, as reasonably determined by the Board (excluding Employee, if she/he is then a member of the Board), (i) a change in the location of Employee’s place of employment or the principal offices of the Company, in each case, as of the Presentation Date resulting in an increased commuting distance of more than thirty (30) miles, (ii) a reduction in the amount of Employee’s base salary by 10% or more, (iii) a change in Employee’s position with the Company which materially reduces his duties and responsibilities; provided and only if such change, reduction or relocation is effected by the Company without Employee’s consent, or (iv) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law. Notwithstanding the foregoing, a termination shall not be for Good Reason unless (A) Employee provides written notice to the Company of her/his intent to terminate for Good Reason within thirty (30) days following the first occurrence of the circumstance that she/he believes constitute(s) Good Reason, which notice shall describe such circumstance, (B) the Company does not cure such circumstance within twenty (20) days following its receipt of such notice, and (C) Employee voluntarily terminates her/his employment with the Company within thirty (30) days following the end of the twenty (20) day cure period.

 

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2. General Release.

 

2.1 Employee unconditionally, irrevocably and absolutely releases and discharges the Company, and any parent and subsidiary corporations, divisions and other affiliated entities of the Company, past and present, as well as their past and present employees, officers, directors, agents, attorneys, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions, relationships or occurrences between them to date to the fullest extent permitted by law including, but not limited to, Employee’s employment with the Company, the amount and manner of compensation paid to Employee by the Company, and all other losses, liabilities, claims, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company (collectively, “Released Claims”). This release is intended to have the broadest possible application. The Released Claims include, but are not limited to, any tort, contract, common law, constitutional or other statutory claims, any claim for penalties, any claim for unpaid wages, commissions, bonuses or other employment benefits, as well as alleged violations of the California Civil Code, the California Labor Code or the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Family and Medical Leave Act and the California Family Rights Act, the Equal Pay Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protections Act, the Workers Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, and all other federal, state and local laws and regulations, all as amended, including without limitation those prohibiting harassment and discrimination and all claims for attorneys’ fees, costs and expenses. Employee acknowledges that the Released Claims include all claims of every nature and kind whatsoever arising up through the date and time Employee executes this Agreement. However, this release will not apply to claims for workers’ compensation benefits, unemployment insurance benefits, or any other claims that cannot lawfully be waived.

 

2.2 Employee acknowledges that Employee may discover facts or law different from, or in addition to, the facts or law that Employee knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects despite such different or additional facts or the discovery of them.

 

2.3 Employee declares and represents that Employee intends this Agreement to be final, complete, and not subject to any claim of mistake. Employee executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.

 

2.4 Employee expressly waives Employee’s right to recover any type of personal relief from the Company, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by Employee or on Employee’s behalf by an administrative agency, related in any way to the matters released herein to the greatest extent permitted under applicable law. Nothing in this paragraph nor any other provision of this Agreement shall be construed to prevent or limit an award to Employee under the Security and Exchange Commission’s whistleblower program.

 

3. California Civil Code Section 1542 Waiver. Employee agrees that all rights under Section 1542 of the California Civil Code are expressly waived. That section provides:

 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

 

Employee understands that Employee is a “creditor” within the meaning of Section 1542 and that the waiver of rights under Section 1542 means that the release contained in this Agreement extends to rights and claims that Employee is currently unaware of.

 

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4. Representation Concerning Filing of Legal Actions. Employee represents that, as of the date Employee signs this Agreement, Employee has not filed any lawsuits, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court (excluding any actions disclosure of which is prohibited by court order). Employee further represents that Employee has no pending administrative charges or complaints seeking personal relief against the Company or the other Released Parties, and that Employee has reported to the Company any and all work-related injuries that Employee has sustained during Employee’s employment with the Company. Employee further agrees that, to the fullest extent permitted by law, Employee will not prosecute in any court, whether state or federal, any claim or demand of any type related to the matters released above, it being the intention of the parties that with the execution of this release, the Released Parties will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matters discharged herein. Employee also agrees that Employee will not voluntarily participate in, be a witness in, be a party to, or otherwise voluntarily become involved in any claims, potential claim or litigation against the Company or Released Parties. Employee further agrees that Employee will not voluntarily assist or encourage in any manner whatsoever any person, party, or litigant, in any claim, potential claim or action, against the Company or Released Parties. Nothing in this paragraph nor any other provision of this Agreement is intended to prevent or restrict Employee from responding to a legally issued subpoena from a court of competent jurisdiction or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), the Department of Fair Employment and Housing (“DFEH”) or other federal or equivalent state or local agency proceeding in which Employee’s voluntary participation is protected by law, provided, however, that nothing in the paragraph limits or affects the finality or scope of the releases provided in this Agreement. Should Employee be served with a subpoena relating to any of the Released Parties, Employee agrees to promptly notify the Released Party in writing of the subpoena and provide the Released Party with a copy of the subpoena no later than ten days prior to providing testimony or producing any documents in compliance with the subpoena.

 

5. No Admissions. By entering into this Agreement, the Released Parties make no admission that they have engaged, or are now engaging, in any unlawful conduct. The parties understand and acknowledge that this Agreement is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding.

 

6. Older Workers’ Benefit Protection Act. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f) (“OWBPA”). This paragraph of the Agreement specifically addresses Employee’s release of claims arising under federal law involving discrimination on the basis of age in employment (age forty and above). This Agreement is intended by the parties to effectuate the knowing and voluntary release of all known and unknown claims, including claims under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act. The following general provisions, along with the other provisions of this Agreement, are agreed to for this purpose:

 

6.1 Employee acknowledges and agrees that Employee has read and understands the terms of this Agreement.

 

6.2 Employee is advised that Employee should consult with an attorney before executing this Agreement, and Employee acknowledges that Employee has obtained and considered any legal advice Employee deems necessary, such that Employee is entering into this Agreement freely, knowingly, and voluntarily.

 

6.3 Employee acknowledges that Employee has been given at least 21 days in which to consider whether or not to enter into this Agreement. Employee understands that, at Employee’s option, Employee may elect not to use the full 21-day consideration period. The parties agree that if any of the terms of the offer contained in this Agreement are changed (whether the changes are material or not), the 21 day period will not be restarted but will continue without interruption.

 

6.4 Employee acknowledges that the Company has provided Employee with the OWBPA disclosures which include among other items a description of the decisional unit from which employees were selected for this reduction in force and a list of the job titles and ages of those employees in the relevant decisional unit who were and were not selected for termination and receipt of consideration in exchange for a release of claims. See Attachments A (selected) and B (not selected).

 

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6.5 If Employee accepts the Agreement, Employee shall sign and deliver an executed copy to Donna Parkinson, Senior Director, Human Resources, as soon as practical but no later than 21 days after receipt of the Agreement. This Agreement shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement within seven days after the date Employee signs it. Employee’s revocation must be in writing and received by the Senior Director, Human Resources of Buzztime by 5:00 p.m. on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven day period, Employee’s acceptance of this Agreement becomes binding and enforceable on the eighth day (“Effective Date”). Employee will notify the Senior Director, Human Resources in writing on or shortly after the eighth day after Employee signs this Agreement as to whether Employee revoked the Agreement. The Retention Bonus will become due and payable in accordance with paragraph 1 above after the Effective Date, provided Employee does not revoke.

 

6.6 This Agreement does not waive or release any rights or claims that Employee may have that are based on any facts or events occurring after the execution of this Agreement.

 

7. Non-Solicitation of Company Employees. In order to protect the Company’s trade secrets and other confidential, proprietary information, Employee for a period of one year following the termination of Employee’s employment with the Company, shall not directly or indirectly solicit, or assist any other person or business entity to directly or indirectly solicit, any Company employee or independent contractor to terminate his or her relationship with the Company, including without limitation, by providing any person or third party any information about Company employees, their specific duties, contact information, or compensation.

 

8. Severability. If any provision of this Agreement is determined by a tribunal of competent jurisdiction to be unenforceable, that provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the Released Parties will receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such tribunal, the unenforceable provision shall be deemed deleted, and the remaining provisions of this Agreement shall remain valid and enforceable to the fullest extent permitted by law.

 

9. Arbitration. Any dispute arising out of this Agreement or the performance hereunder will be resolved by binding arbitration in accordance with Title 9 of the U.S. Code and to the then-current Employment Practices Arbitration Rules of the American Arbitration Association (“AAA”) found at https://www.adr.org and shall take place in San Diego County, California to the extent permitted by law. All statutes of limitation which would otherwise be applicable will apply to any arbitration proceeding under this paragraph. To commence arbitration, a party desiring arbitration must give written notice to the other party containing a general description of the controversy to be subjected to arbitration. If a party, after being duly notified, fails to appear at or participate in arbitration proceedings, or fails to produce evidence demanded by the arbitrator, the arbitrator is authorized to make an award based on the evidence produced at the hearings by the party who does participate. The arbitrator is authorized to award an amount to compensate the prevailing party for the time, expense and trouble of arbitration, and may award attorneys’ fees to the prevailing party in accordance with any applicable law. Provisional injunctive relief may be sought in a court of law for any violation of paragraphs 7, 11 and/or 12 or any applicable agreement protecting the Company’s proprietary or confidential information.

 

No Consolidation of Claims/Waiver of Class Claims: The Parties agree to individualized arbitration, with claims pertaining to different employees to be heard in separate proceedings. This means that no other person shall be entitled to join or consolidate in arbitration any claim by or against other current or former employees. As such, except as set forth above, the Parties agree that both the Company and Employee hereby waive any right to bring on behalf of other persons, or to otherwise participate in, a class, collective or representative action (i.e. a type of lawsuit in which one or several persons sue on behalf of a larger group of persons). Regardless of what is provided by AAA rules, the arbitrator will not have authority or jurisdiction to consolidate claims of different employees into one proceeding, nor shall the arbitrator have authority or jurisdiction to hear the arbitration as a class, collective or representative action. The arbitration provisions herein will not apply to any claims necessarily excluded from mandatory arbitration by law.

 

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10. Applicable Law. The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.

 

11. Confidentiality. In further consideration of the agreements and covenants contained in this Agreement, Employee agrees that the terms and conditions of this Agreement, as well as the discussions which led to the terms and conditions of this Agreement (collectively referred to as the “Confidential Information”) shall remain confidential as between the parties to the extent permitted by law. Employee shall not disclose Confidential Information to any other person, with the exception of Employee’s tax advisors and attorneys who have a need to know of the settlement or as otherwise required by applicable law or court order. When released to any such persons or entities, Employee shall advise the person or entity that the information is confidential and is to remain confidential to the fullest extent possible under the law. Neither Employee nor Employee’s counsel will respond to, or in any way participate in or contribute to, any public discussion, notice or other publicity concerning the Confidential Information. In addition, Employee understands that any non-disclosure or confidentiality agreements Employee entered into with the Company that contain post-termination obligations of Employee, including but not limited to the Confidentiality and Inventions Agreement executed by Employee on November 4, 2009, shall remain in force in accordance with its terms.

 

Nothing in this Agreement shall be construed to prevent Employee from responding truthfully and completely to any lawfully issued court order or subpoena or from communicating with a government agency. Further, nothing in this Agreement is intended to suppress or limit Employee’s right to testify in any administrative, legislative or judicial forum about alleged criminal conduct or sexual harassment, or to prevent the disclosure of factual information related to claims filed in a civil or administrative action regarding sexual assault, sexual harassment or other forms of sex-based workplace harassment, discrimination or retaliation, to the extent such communications are expressly protected under California law.

 

12. Non-Disparagement. Employee further agrees that Employee will not, orally or in writing, publicly or privately (a) make or express any comment, view or opinion critical or disparaging of the Company or the Released Parties; or (b) authorize any agent or representative to make or express such a comment, view or opinion, except as may be compelled by law. The statements prohibited by this Agreement include, but are not limited to, those made on social media sites such as Facebook, Twitter and LinkedIn, blogs, and message boards, even if posted by pseudonym or anonymously. Nothing in this paragraph nor any other provision of this Agreement shall be construed to prevent Employee from responding truthfully and completely to any lawfully issued court order or subpoena, or from communicating with a government regulatory enforcement agency concerning the Company or its practices, or any other issue related to law enforcement. Further, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any government agency or entity, or making other disclosures that are protected under the whistleblower provisions of law. Employee does not need prior authorization of the legal department to make any such reports or disclosures and Employee is not required to notify the Company that Employee has made such reports or disclosures.

 

13. Defend Trade Secrets Act Notice. Notwithstanding any provision herein, pursuant to the Defend Trade Secrets Act, 18 U.S.C. section 1833(b), Employee understands that:

 

An individual shall not be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other proceeding, if such filing is made under seal.

 

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Further, an individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the Company’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

 

14. Full Defense. This Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Employee in breach hereof. Employee agrees that in the event an action or proceeding is instituted by the Released Parties in order to enforce the terms or provisions of this Agreement, the Released Parties shall be entitled to an award of reasonable costs and attorneys’ fees incurred in connection with enforcing this Agreement.

 

15. Integration. This Agreement contains the entire agreement between the Company and Employee on the subjects addressed in this Agreement and replaces any other prior agreements or representations, whether oral or written, between them; provided, however, that any proprietary or confidential information agreement Employee signed with the Company, whether or not reaffirmed by Employee, remains in full force and effect and is not superseded by this Agreement.

 

16. Governing Law: Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in arbitration, or, if applicable, any state or federal court located in the state of California, county of San Diego. The Parties hereby irrevocably submit to the exclusive jurisdiction in the state of California, county of San Diego, and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

 

17. Enforceability of Agreement. The parties have had a full opportunity to review the contents of this Agreement, and the parties expressly waive any common law or statutory rule of construction that ambiguities should be construed against the drafter of this Agreement.

 

18. General. This Agreement may be executed in counterparts and is binding on all parties when each has signed either an original or copy of this Agreement. The parties agree that this Agreement shall be binding on, and inure to the benefit of Employee’s or the Company’s successors, heirs and/or assigns. The parties agree to do all things necessary and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement. This Agreement may be amended only by a written instrument executed by all parties hereto.

 

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

 

Dated: May 27, 2020   By: /s/ Sandra Gurrola
        Sandra Gurrola

 

  NTN BUZZTIME, INC.

 

Dated: May 27, 2020   By: /s/ Allen Wolff
        Allen Wolff, Chief Executive Officer

 

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Exhibit 10.3

 

 

NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc.

Fiscal Year 2020

 

Section   Description
1 Approval   This Plan has been approved by the Nominating and Corporate Governance/ Compensation Committee (“the Committee”). This Plan may be changed or modified at any time at the discretion of the Committee.
       
2 Effective Dates   The Plan Period is January 1, 2020 – December 31, 2020.
       
3 Eligibility  

To be an eligible participant in the Plan, the individual must be employed by Buzztime on or before October 1, 2020, on active, full-time, paid status and not be a participant in any other Buzztime incentive compensation program and must serve as Buzztime’s Chief Executive Officer, Chief Financial Officer, SVP of Finance (as Chief Accounting Officer) or in another executive-level position as determined by the Committee. (All eligible employees are referred to in this Plan as “Participant(s)”). Only Participants may earn incentive compensation under this Plan.

 

Additionally, Participants must confirm they have read, understood, and agree to abide by the term and conditions in their respective Personal Incentive Memo and this Plan.

 

Any newly hired employee who becomes eligible to participate in the Plan during the Plan Period may be eligible to receive a prorated incentive amount.

 

Except as set forth in any agreement or arrangement between the Company and a Participant, this Plan supersedes any previous contractual agreements or prior incentive plans.

       
4 Plan Design  

(1) Prerequisites to Earning Incentive Compensation

 

To earn incentive compensation under this Plan, subject to Section 6 (Prorated Participation), the following criteria must be satisfied: (a) The Plan must be funded, based on the achievement of the Corporate Goals during the Plan Period, as outlined below; and (b) the Participant must be employed by Buzztime on the Payout Date.

 

(2) Corporate Goals

 

The Corporate Goals for the Plan Period are as set forth in each Participant’s Personal Incentive Memo.

 

If the Corporate Goals are exceeded, the Committee, at its sole discretion, may choose to pay out a larger pool amount.

 

(3) Target Payout

 

Each Participant will have a Target Payout, assigned by his/her position and job level, and will be paid, at the discretion and in the sole determination of the Committee, in either (i) cash, (ii) shares of the Company’s common stock (“Shares”) issued under the NTN Buzztime, Inc. 2019 Performance Incentive Plan (as amended from time to time, the “2019 PIP”), or any successor long-term incentive plan, or (iii) any combination of (i) and (ii), and expressed as a percentage of his/her annual base salary, excluding benefits, as of the time the applicable Corporate Goal is achieved.

 

If a Target Payout is settled in Shares, the value of such Shares at the time of settlement shall not, when combined with any cash paid to settle such Target Payout, exceed the maximum amount of such Target Payout. The Target Payout amount will be adjusted when warranted pursuant to Sections 5 (Payout Details) and 6 (Prorated Participation).

 

 

 

 

     

(4) Plan Terms

 

The Incentive Payout amount is based on the following terms:

 

   

% of Corporate Goals Achievement - Overall percent achieved of the Corporate Goals.

       
    Participant’s Target Payout Amount - Participant’s annual base salary x the Target Payout. Please refer to your personal incentive memo.
       
    Individual Incentive Payout – The incentive payout amount an individual is awarded after the payout formula is completed subject to all sections of this Plan.

 

     

(5) Performance Determination

 

Buzztime’s actual performance against the Corporate Goals for the Plan Period will be determined and approved by the Committee as soon as practicable, subject to the completion and approval by Buzztime of the relevant financial or other Buzztime reports upon which the Corporate Goals are measured.

 

(6) Payout Formula

 

Please refer to your Personal Incentive Memo for formula payout examples.

 

5 Payout Details  

Payout Date(s): Subject to Section 8 (Company Management Rights), and provided all the of prerequisites to earning incentive compensation are met pursuant to Section 4 (Plan Design), the Target Payout will be paid in accordance with paragraph (3) of Section 4(Plan Design) within 30 days after the applicable Corporate Goal is achieved, subject to any agreement between the Company and a Participant to the contrary or inconsistent with the foregoing. In the event a goal is achieved in advance of the quarter for which it was an incentive target, the payment of the goal is accelerated.

 

Prorated Payouts: The Individual Incentive Payout that otherwise would have been earned in the Plan Period will be prorated when the provisions of Section 6 (Prorated Participation) apply.

 

Plan Administration and Interpretation: This Plan shall be administered and interpreted by the Committee in its sole discretion. The Committee must approve any exceptions to the term and conditions of this Plan.

 

Notwithstanding the generality of the foregoing, the Committee also has sole discretion to determine the impact of any merger, acquisition or similar transaction or of any activities related thereto and/or of investments made beyond the core business of Buzztime as they relate to this Plan.

 

401k deferrals: In accordance with the NTN Buzztime, Inc. 401k Plan, no 401k deductions will be withheld from incentive (“bonus”) wages.

 

Taxes: Incentive payments are in addition to the Participant’s base salary and are included as total cash compensation and, as such, recorded on the Participant’s W-2 (or applicable country statement) statement of wages. Individual Incentive Payouts are considered taxable income and are reported as Gross Income (not “after taxes”). Participants will have all appropriate payroll taxes and withholdings deducted from these incentive payments at the IRS supplemental tax rate. Deductions from a payout in the form of Shares shall be governed by the 2010 PIP (or any successor long-term incentive plan), and the applicable grant documentation, if any

 

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6 Prorated Participation  

Late Entry into the Plan: An employee who enters into an eligible position and, therefore, becomes a Participant after the beginning of the Plan Period (either through new hire, promotion or transfer) will be assigned a Target Payout and will be able to earn prorated incentive payment on that basis.

 

Effect of Termination: A Participant must be employed on the Payout Date(s) to earn an incentive payment. If a Participant voluntarily resigns from employment prior to the Payout Date, no incentive payment is earned. If Buzztime terminates a Participant’s employment prior to the Payout Date(s), no incentive payment is earned.

 

Effect of Disciplinary Action: Any Participant under disciplinary action (any level of performance counseling, warning and/or performance improvement plan) will be ineligible to participate in the Plan. If the employee upon reevaluation, however, is released from disciplinary action, he/she will at that same time resume eligibility under the Plan and may be eligible to receive a prorated incentive amount that excludes the period of time he/she was under disciplinary action.

 

Internal Promotions and Transfers: Employees who transfer within Buzztime and/or are promoted into new positions that are not eligible to participate in this Plan will be paid a prorated Individual Incentive Payout. Participants who transfer within and/or promoted into new positions will be re-evaluated to ensure they are at the appropriate incentive level based on their position and job level. The incentive payment during the time in the Plan Period he or she was a Participant is subject to the prerequisites to earning incentive compensation.

 

Approved Time Off: The Individual Incentive Payout will not be prorated to account for time off due to personal time off not associated with a leave of absence.

 

Leave of Absence: The Individual Incentive Payout for Participants who are on an approved leave of absence from Buzztime will be prorated based on the length of the approved leave during the Plan Period. During the time an employee is on an approved leave of absence, he or she will not be considered a Participant.

       
7 At Will Employment   Employment with Buzztime is at-will. This means that just as a Participant is free to resign at any time, Buzztime reserves the right to discharge a Participant at any time, with or without cause or advance notice. In connection with the “at-will” employment relationship, Buzztime also reserves the right to exercise its managerial discretion in reassigning, transferring, promoting or demoting an employee, at any time. Participation in the Plan does not guarantee continued employment for any particular period of time or otherwise change Buzztime’s policy of employment at-will.
       
8 Company Management Rights  

Buzztime reserves the right to amend or terminate this Plan, at any time, at the Committee’s discretion, with or without advance notice. Any amendments to the Plan will be in writing and approved by the Committee. If this Plan is amended or terminated prior to the end of the Plan Period, Participants will be paid, according to any amending or terminating documents.

 

This Plan will automatically terminate at the end of the Plan Period, except that the Payout provisions will continue in effect until satisfied. However, Buzztime, at its discretion, may elect to re-issue the Plan, in writing, with new Effective Dates.

 

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Acknowledgement

 

Your signature below indicates that you have read, understood, and agreed to the entire NTN Buzztime, Inc. Executive Incentive Plan for Eligible Employees of NTN Buzztime, Inc. Fiscal Year 2020, which includes the preceding three pages and the Personal Incentive Memo for your position. Different positions are eligible for different incentives and not all positions are eligible for the same level of incentive. Information contained in these documents is strictly confidential and shall under no circumstances be shared with other employees of NTN Buzztime or with anyone outside the Company without the express consent of the Chief Financial Officer or Director of Human Resources of the Company unless required to do so under Sarbanes Oxley Act or the Securities Exchange Commission.

 

   
Plan Participant Name (Please Print)  
   
   
Plan Participant Signature  
   
   
Date