Form of Annual Director Stock Option Agreement



 EXHIBIT 10.5 
 NTN BUZZTIME, INC. 
 2004 PERFORMANCE INCENTIVE PLAN 
 ANNUAL DIRECTOR STOCK OPTION AGREEMENT 
 THIS ANNUAL DIRECTOR STOCK OPTION AGREEMENT (this “Option Agreement”) dated as of [            ], 20[    ] by and between
NTN BUZZTIME, INC., a Delaware corporation (the “Corporation”), and [                    ] (the
“Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock as set forth below. 
  

											
	Number of Shares of Common Stock:1	  		  	20,000	  	Award Date:	  	[                    ], 20[    ]	  	
						
	Exercise Price per Share:1	  	$	  	[            ]	  	Expiration Date:1,2	  	[                    ], 20[    ]	  	
	
	 Vesting1,2 The Option shall vest and become exercisable as to one-twelfth of the total number of shares of Common Stock subject to the Option on each of the last day of each consecutive
calendar month subsequent to the Award Date. 


 The Option is granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the
“Plan”) and subject to the Terms and Conditions of Annual Director Stock Option (the “Terms”), both of which are attached to this Option Agreement and incorporated herein by this reference. The Option has been
granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option
set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan. 
  

							
	“GRANTEE”	 		 	 NTN BUZZTIME, INC.,
 a Delaware
corporation

			
	  
	 		 	
	Signature	 		 	By:	 	  

				
	  
	 		 	Print Name:	 	  

	Print Name	 		 		 	
		 		 	Title:	 	  




	 1
	 Subject to adjustment under Section 7.1 of the Plan.




	 2
	 Subject to early termination under Section 4 of the Terms and
Section 7.4 of the Plan. 









 TERMS AND CONDITIONS OF ANNUAL DIRECTOR STOCK OPTION 
  

	1.	Vesting; Limits on Exercise; Incentive Stock Option Status. 

 The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only
to the extent the Option is vested and exercisable. 
  

	 	•	 	 Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not
previously exercised), and such right shall continue, until the expiration or earlier termination of the Option. 


  

	 	•	 	 No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated. 


  

	 	 •
	 	 Minimum Exercise. No fewer than 1001 shares of Common Stock may be purchased at any one time, unless the number purchased is the total number at the time remaining exercisable under the Option. 


  

	 	•	 	 Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of
Section 422 of the Code. 


  

	2.	Service; Continuance of Service Required; No Service Commitment. 

 The Grantee agrees to serve as a member of the Board in accordance with the Corporation’s Certificate of Incorporation, bylaws, and applicable law. The vesting schedule requires continued service through each
applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Service for only a portion of the vesting period, even if a substantial portion, will not
entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of services as provided in Section 4 below or under the Plan. Nothing contained in this Option Agreement
or the Plan constitutes a continued service commitment by the Corporation or interferes with the right of the Corporation to increase or decrease the compensation of the Grantee from the rate in existence at any time. 
  

	3.	Method of Exercise of Option. 

 The Option
shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of: 

 

	 	•	 	 a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise
procedures as the Administrator may require from time to time, 


  

	 	•	 	 payment in full for the Exercise Price of the shares to be purchased in cash or by check or electronic funds transfer to the Corporation;



  

	 	•	 	 any written statements or agreements required pursuant to Section 8.1 of the Plan; and 


  

 2 









	 	•	 	 satisfaction of the tax withholding provisions of Section 8.5 of the Plan. 


 The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator. 
  

	4.	Early Termination of Option. 

 4.1 Possible Termination of Option upon Change in Control. The Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.

 4.2 Termination of Option upon a Termination of Grantee’s Services. Subject to earlier termination on the Expiration Date of
the Option or pursuant to Section 4.1 above, if the Grantee ceases to be a member of the Board (regardless of the reason), the following rules shall apply (the last day that the Grantee is a member of the Board is, except as otherwise provided
below, referred to as the Grantee’s “Severance Date”): 
  

	 	•	 	 other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is three hundred sixty-five (365) days
after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested as of the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and
(c) the Option, to the extent exercisable for the three hundred sixty-five (365) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the three hundred
sixty-five (365) day period; 


  

	 	•	 	 if the Grantee ceases to be a member of the Board due to the Grantee’s death or Disability (as defined below), (a) the Grantee (or his beneficiary or
personal representative, as the case may be) will have until the date that is three hundred sixty-five (365) days after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested as of the
Severance Date, (b) the Administrator or the Board may, in its sole discretion, provide that all or any portion of the Option, to the extent not otherwise vested on the Severance Date, shall automatically become fully vested as of the Severance
Date, and (c) the Option, to the extent exercisable for the three hundred sixty-five (365) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the three
hundred sixty-five (365) day period. 


 For purposes of the Option, “Disability” means a permanent
disability (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). 
 Notwithstanding the
foregoing, if the Grantee ceases to be a member of the Board (regardless of the reason) but, immediately thereafter, is employed by the Corporation or one of its Subsidiaries, the Grantee’s Severance Date shall not be the date the Grantee
ceases to be a member of the Board but instead shall be the last day that the Grantee is either or both (1) a member of the Board and/or (2) employed by the Corporation or a Subsidiary. 
  

	5.	Non-Transferability. 

 The Option and any
other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan. 
  

 3 









	6.	Notices. 

 Any notice to be given under the
terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s accounting records, or at such
other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage
and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Grantee is no longer a member of the Board, shall
be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section 6. 
  

	7.	Plan. 

 The Option and all rights of the
Grantee under this Option Agreement are subject to, and the Grantee agrees to be bound by, all of the terms and conditions of the Plan. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and of the
Plan, the terms and conditions of the Plan shall govern. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus for
the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to
create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan
after the date hereof. 
  

	8.	Entire Agreement. 

 This Option Agreement
(including these Terms) and the Plan, together, constitute the entire agreement of the Corporation and the Grantee and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter
hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to
the extent such waiver does not adversely affect the interests of the Grantee, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 
  

	9.	Governing Law. 

 This Option Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder. 
  

	10.	Effect of this Agreement. 

 Subject to the
Corporation’s right to terminate the Option pursuant to Section 7.4 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation. 
  

 4 









	11.	Counterparts. 

 This Option Agreement may be
executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 
  

	12.	Section Headings. 

 The section headings of
this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 
  

 5