Exhibit 10.2


 








 


 


May 6, 2014



William Thomas






 


 


 


Re: Offer of Employment





Dear Bill:




NTN Buzztime, Inc. ("Buzztime") is pleased to offer you the position of Senior Vice President of Marketing, reporting
to Bob Cooney, Chief Operating Officer. Your anticipated start date will be Monday, May 12, 2014. This offer and your employment
relationship will be subject to the terms and conditions of this letter.



Your initial salary will be $7,692.31 per pay period ($200,000.00 annualized), less applicable withholdings, paid bi-weekly in
accordance with Buzztime's normal payroll practices. Future adjustments in compensation, if any, will be made by Buzztime in its
sole and absolute discretion. This position is exempt therefore you will not receive overtime pay if you work more than (8) hours
in a workday or (40) hours in a workweek.


 


You will be eligible to participate in a Personal Incentive Plan
("the Incentive Plan") subject to Buzztime’s Board of Directors’ approval. The intention of the Incentive
Plan is to motivate you to focus on and maximize your efforts to achieve Buzztime's corporate goals.



Also, subject to Buzztime's Board of Directors' approval, you will be granted non-qualified stock options (to the fullest extent
allowed under current legal limitations) to purchase 200,000 shares of Buzztime's common stock in accordance with the NTN Buzztime,
Inc. 2010 Employee Stock Option Plan (the "Plan") and related option documents. Notwithstanding any terms of the Plan
to the contrary, your stock options will be priced at the closing price on the date you commence employment with the company, subject
to Board approval. On the first anniversary of employment, 25% of the total number of shares of common stock will vest and the
remaining 75% of the total number of shares shall become vested in 36 substantially equal monthly installments thereafter.


 


Between your start date of May, 2014 and estimated permanent relocation
in July, 2014, your Supervisor and you will agree upon a commuting schedule and Buzztime will cover the agreed upon expenses (round
trip flights to Buzztime, hotel accommodations, meals and car rental for one person) according to our Expense Guidelines and upon
approval.  Your travel will be booked through our Human Resources department.  You will be given an allowance of $16,000
for the physical move of your household goods and cars to San Diego. Buzztime will pay the vendors directly. Within your first
week of employment, you will be given a one-time, lump sum payment of $10,000 to cover any miscellaneous travel expenses.


 


 


 


 


2231 rutherford rd. suite
200               carlsbad, ca 92008               760.438.7400               buzztime.com






    	 



    	 



    

 





 


 


Portions or possibly all of the payment
may be subject to withholding taxes such as federal, state and local income or other taxes as may be required pursuant to any
applicable law or regulation.  Buzztime recommends you consult a professional for further advice and instruction
regarding taxation of employment relocation.


 


You will also be eligible for all benefits
available to other full-time Buzztime employees, in accordance with Buzztime's benefit plan documents. Such benefits include participation
in Buzztime's medical, dental, vision, life and other group insurance programs on the first of the month following your hire date
and participation in Buzztime's 401(k) Program with enrollment occurring quarterly on 1/1, 4/1, 7/1 and 10/1. Buzztime reserves
the right to change or eliminate these benefits on a prospective basis at any time.



If you accept our offer, your employment with Buzztime will be "at-will." This means your employment is not for any
specific period of time and can be terminated by you at any time for any reason. Likewise, Buzztime may terminate the employment
relationship at any time, with or without cause or advance notice. In addition, Buzztime reserves the right to modify your position,
duties or reporting relationship to meet business needs and impose appropriate discipline. Any change to the at-will employment
relationship must be by a specific, written agreement signed by you and Buzztime's Chief Executive Officer.


 


While your accepted employment is at-will, you will receive continuation
of your then current base salary for a period of 3 (three) months in the event of termination without “Cause” or for
“Good Reason” during the first year of your employment. For clarity, should any termination occur after the first anniversary
of employment, no severance payment shall be due to you.


 


		·	As used herein, “Cause” shall mean, as reasonably determined
by the Board,






		o	any act of personal dishonesty by you in connection with your responsibilities as an employee of the Company which is intended
to result in substantial personal enrichment or is reasonably likely to result in harm to the Company,



		o	you commit any act of fraud, embezzlement, dishonesty or other willful misconduct or you are convicted of a felony, which the
Board reasonably believes has had or will have a detrimental effect on the Company’s reputation or business,



		o	a willful act by you which constitutes misconduct and is materially injurious to the Company,



		o	continued willful violations by you of your obligations to the Company after there has been delivered to you a written demand
for performance from the Company which describes the basis for the Company’s belief that you have willfully violated your
obligations to the Company.



 


 


 


 


2231 rutherford rd. suite
200               carlsbad, ca 92008               760.438.7400               buzztime.com






    	 



    	 



    

 





 


 


		·	As used herein, “Good Reason” shall mean the occurrence
of any of the following events, without your consent:



		o	Resignation by you within 30 days of a material diminution in your responsibilities and duties or a substantial change in the
core business of Buzztime instituted by a CEO not holding that position on the date of this offer letter (Good Reason shall not
include a change in title or in reporting lines or the reassignment following a change of control to a position substantially similar
to the position held prior to the change of control ); and



		o	A material reduction in your then-current base salary, other than as part of reductions in compensation of other similarly
situated employees.





 


This offer is contingent upon the following:



- Signing Buzztime's Ethics Policy (See enclosed);



- Compliance with federal I-9 requirements (please bring suitable documentation with you on your first day of work verifying your
identity and legal authorization to work in the United States);



- Satisfactory completion of a background investigation to include criminal, credit, education verification and reference checks;




- Signing Buzztime's Arbitration Agreement;



This letter, including the enclosed Ethics Policy, constitutes the entire agreement between you and Buzztime relating to this subject
matter and supersedes all prior or contemporaneous agreements, understandings, negotiations or representations, whether oral or
written, express or implied, on this subject. This letter may not be modified or amended except by a specific, written agreement
signed by you and Buzztime's Chief Executive Officer.



This offer will expire on May 9, 2014. To indicate your acceptance of Buzztime's offer on the terms and conditions set forth in
this letter, please sign and date this letter in the space provided below.




We hope your employment with Buzztime will prove mutually rewarding, and I look forward to having you join us.



Sincerely,

Bob Cooney

Chief Operating Officer


 


 


 


 


2231 rutherford rd. suite
200               carlsbad, ca 92008               760.438.7400               buzztime.com






    	 



    	 



    

 





 




I have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that
my employment with Buzztime is at-will, which means either you or Buzztime may terminate the employment relationship at any time
with or without cause or advance notice.



 





	May 6, 2014	 	 	/s/ William Thomas	 
	Date	 	 	William Thomas	 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


2231 rutherford rd. suite
200               carlsbad, ca 92008               760.438.7400               buzztime.com