Exhibit 10.1


 


SEPARATION AGREEMENT


AND GENERAL RELEASE OF ALL CLAIMS


 


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


 


A.Employee is employed
by the Company as the Sr. VP Sales and Marketing. Employee wishes to transition to other employment. Employee’s employment
with the Company will terminate effective July 22, 2015.


 


B.The Company wishes
to assist Employee’s transition to other employment. To facilitate this transition, the Company is offering Employee a severance
payment as described below provided Employee executes this Agreement within 21 days after receipt of this Agreement, does not exercise
the right to revoke it, and remains in compliance with its terms.


 


C.This Agreement
is presented to Employee on July 22, 2015.


 


Company and Employee
agree:


 


1.
Severance Payment. In exchange for Employee’s agreement to, and compliance with, the terms of this Agreement, the
Company shall provide Employee with the following:


 


1.1The Company
will pay Employee a severance payment equivalent to 10 weeks normal wages to which the Employee is not otherwise entitled, in the
gross amount of $38,461.50, less all appropriate federal and state tax withholdings (the “Severance Payment”). Employee
agrees that this Severance Payment is adequate consideration for the promises and representations made in this Agreement, including
Employee’s release set forth below, and for his continued compliance with the terms of this Agreement. The Severance Payment
will be made as a continuation of payroll, paid bi-weekly and in the normal course of the Company’s payroll, beginning on
the first payday that is at least five business days following the Effective Date as defined in paragraph 6.4 below. In the
event Employee signs this Agreement before the termination of Employee’s employment with Buzztime, the Severance Payment
will be made on the first payday that is at least five days after Employee’s return to Buzztime of an Affirmation of Release,
in a form to be provided by Buzztime, confirming that the release provisions in this Agreement apply to any conduct or claims arising
after Employee’s execution of this Agreement.


 


1.2If Employee applies for and secures
post-termination group health COBRA coverage, the Company will pay the first two (2) month’s COBRA premium to the third party
COBRA administrator. After the two month payments by Company, Employee will be responsible for payments in order to continue this
coverage.


 


2.General
Release.


 


2.1Employee 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 the Company’s employees, officers, directors, agents, attorneys,
successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions 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, the termination of Employee’s employment,
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. This release is intended to have
the broadest possible application and includes, but is 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, the Equal Pay Act, the Age Discrimination in Employment Act, all as amended, and all claims for attorneys’
fees, costs and expenses. However, this release will not apply to claims for workers’ compensation benefits, unemployment
insurance benefits, or any other claims that cannot lawfully be waived.


 






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2.2Employee 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.


 


2.3Employee 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. Employee expressly acknowledges that he is not entitled to any payments related to the involuntary termination
of his employment that may be provided for under the terms of his Offer Letter dated April 13, 2015.


 


2.4Employee
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.


 


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 WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


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.


 


4.Representation
Concerning Filing of Legal Actions. Employee represents that, as of the date of 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. 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 involve himself in
any claims, potential claim or litigation against Employer 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 Employer
Released Parties. This will not prevent Employee from responding to a legally issued 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.


 






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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). The following general provisions, along with the other provisions of this Agreement, are
agreed to for this purpose:


 


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


 


6.2Employee 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.


 


6.3Employee 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.


 


6.4This Agreement
shall not become effective or enforceable until the eighth day after Employee signs this Agreement. In other words, Employee may
revoke his acceptance of this Agreement within seven days after the date Employee signs it. Employee's revocation must be
in writing and received by the 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 CEO and Chief Legal Counsel in writing
on or shortly after the eighth day after he signs this Agreement as to whether Employee revoked the Agreement.


 


6.5This 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. For a period of one year following the termination of Employee’s employment with the Company, Employee
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 duties, contact information, or compensation.


 


8.Severability.
If any provision of this Agreement is determined by a court 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 court, 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.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.


 


10.Confidentiality.
In further consideration of the agreements and covenants contained in this Agreement, Employee and Company agree 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 and shall not be disclosed
to any other person, with the exception of Employee's tax advisors and attorneys, and Company’s tax advisors, attorneys,
corporate officials and managers who have need to know of the settlement because of their duties and responsibilities with Company
or as required by applicable law. When released to any such persons or entities, the party releasing the information 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 the parties nor their 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 entered executed by Employee on January 16, 2014, shall remain
in force in accordance with its terms.


 






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11.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.


 


12.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 him or its 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:	7/23	, 2015	By:	/s/ William Thomas
	 	 	 	 	William Thomas
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	NTN BUZZTIME, INC.
	 	 	 	 	 
	Dated:	7/23	, 2015	By:	/s/ Ram Krishnan
	 	 	 	 	Ram Krishnan



 


 


 






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