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