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


Fiscal
Year 2016


 


	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. The Committee also has discretion on the impact of merger
                                         and acquisition activity and/or investments made beyond the core business as it relates
                                         to the integration to this Plan.

         

	2	 Effective
    Dates 	  The
    Plan Period is January 1, 2016 – December 31, 2016. 
	3	 Eligibility
    	To
                                         be an eligible participant in the Plan, Executives must be employed by Buzztime on or
                                         before October 1, 2016, on active, full-time, paid status and not be a participant in
                                         any other Buzztime incentive compensation program. (All eligible employees are referred
                                         to in this Plan as “Participant(s)”). Only Participants may earn incentive
                                         compensation under this Plan.

         

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

         

        Any
        newly hired Executive who becomes eligible for the Plan during the year may be eligible to receive a prorated incentive
        amount.

         

        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 provisions of Section 6, 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 – Our 2016 Corporate Goals are as follows:

         

        

        







	 	 	 	A.
    	To
    meet target EBITDA as approved by the Board of Directors. EBITDA is defined as earnings before interest, tax, depreciation
    and amortization as disclosed in Buzztime’s financial reports. Payout weighted up to 35% of payout pool.
	 	 	 	 	 
	 	 	 	B.
    	To
    meet target revenue growth, as approved by the Board of Directors. Payout weighted up to 35% of payout pool.
	 	 	 	 	 
	 	 	 	C.
    	To
    achieve certain strategic milestones, as evaluated by the Committee. Payout weighted up to 30% of payout pool.







	 	 	 

                                                                                                                         


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 in cash and expressed
as a percentage of his/her annual base salary, excluding benefits, as of December 31, 2016. The Target Payout amount will
be adjusted when warranted pursuant to Sections 5 and 6.

 








 






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                                                                                                   (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.


 


Executive
– Executive is defined as the titles of Chief Executive Officer, Chief Financial Officer, VP of Finance (as Chief
Accounting Officer), or any additional executive level position, as determined by the Committee, that the Company hires during
2016. These titles are considered Participants under 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 after the Plan Period ends, 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, and provided all the of prerequisites to earning incentive
                                         compensation are met pursuant to Section 4, a cash payout will occur within 30 days after
                                         receipt of the independent auditor’s report on Buzztime’s annual financial
                                         statements for 2016, but no later than March 15, 2017.

         

        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 apply.

         

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

         

	6	 Prorated
    Participation	Late
    Entry into the Plan: An Executive 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.



 



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        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 Board’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 2016, which includes the preceding three (3) 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	 



 



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