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


Fiscal
Year 2017


 


	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, 2017 – December 31, 2017. 
	 	 	 
	3	Eligibility
    	To
    be an eligible participant in the Plan, Executives must be employed by Buzztime on or before October 1, 2017, 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 2017 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 20% of payout pool.
	 	 	 
	 	B.	To
    meet target revenue growth, as approved by the Board of Directors. Payout weighted up to 40% of payout pool.
	 	 	 
	 	C.	To
    achieve certain strategic milestones, as evaluated by the Committee. Payout weighted up to 40% of payout pool
	 	 	 
	 	 	If
    the Corporate Goals are exceeded, the Committee, at its sole discretion, may choose to pay out a larger pool amount.













 







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	 	 	 	(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. Amended 2010 Performance Incentive Plan (as amended from time to time, the “2010
    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 December 31, 2017. 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
    and 6
	 	 	 	 	 
	 	 	 	(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), Sr. Vice President of Marketing or any additional executive level position, as determined by the
    Committee, that the Company hires during 2017. 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, the Target Payout will be paid in accordance with Section 4(3) within 30 days after receipt of the independent
    auditor’s report on Buzztime’s annual financial statements for 2017, but no later than March 15, 2018.
	 	 	 
	 	 	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. 


 




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	 	 	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 and the applicable grant documentation,
    if any
	 	 	 
	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. 
	 	 	 
	 	 	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 2017, 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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