ntn_8k-ex1020.htm


    Exhibit 10.20

     

    
      EMPLOYMENT
AGREEMENT

       

      THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made
and entered into this 2nd day of February 2009, by and between NTN
Buzztime, Inc., a Delaware corporation (the “Company”), and Terry
Bateman, an individual (the “Executive”).

       

      RECITALS

       

      THE PARTIES ENTER THIS
AGREEMENT on the basis of the following facts, understandings and
intentions:

       

      A. The Company desires that
the Executive be employed by the Company to carry out the duties and
responsibilities described below, all on the terms and conditions hereinafter
set forth, effective as of February 2, 2009 (the “Effective
Date”).

       

      B. The Executive desires to
accept such employment on such terms and conditions.

       

      C.  This Agreement shall govern the
employment relationship between the Executive and the Company from and after the
Effective Date and supersedes and negates all previous agreements with respect
to such relationship.

       

      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.  

              	
                Retention and
      Duties.

              


      

       

      
        	
                1.1  

              	
                Retention;
      Authorization to Work in the United States.  Subject to
      the terms and conditions expressly set forth in this Agreement, the
      Company does hereby hire, engage and employ the Executive and the
      Executive does hereby accept and agree to such hiring, engagement and
      employment.  Executive’s employment with the Company is
      “at-will” and either the Company or Executive may terminate his employment
      with the Company at any time for any or no reason, subject to the terms
      and conditions set forth in this Agreement.  The period of time
      during which Executive remains employed by the Company is referred to as
      the “Period of Employment.”  Notwithstanding anything else set
      forth in this Agreement, the Company's hiring of Executive is conditioned
      upon, prior to the Effective Date, Executive passing a background check,
      negative alcohol/drug screen result and compliance with federal I-9
      requirements.  

              


      

       

      
        	
                1.2  

              	
                Duties.  During
      the Period of Employment, the Executive shall serve the Company as its
      Chief Executive Officer (the “CEO”) and shall have the powers, duties and
      obligations of management typically vested in the office of the CEO, of a
      corporation, subject to the directives of the Company’s Board of Directors
      (the “Board”) and
      the corporate policies of the Company as they are in effect and as amended
      from time to time throughout the Period of Employment (including, without
      limitation, the Company’s business conduct and ethics
      policies).  Specifically, the CEO will work closely with the
      Board and senior management to launch and execute the overall strategic
      and operational direction for the Company.  The Executive will
      establish Company policies and objectives in accordance with board
      directives to achieve sustainable and cumulative growth over time.
      Moreover, the CEO will establish responsibilities and procedures for
      attaining objectives and reviews of operations and financial statements to
      evaluate achievement of those objectives. During the Period of Employment,
      the Executive shall report to the Board.  Upon the termination of the
      Executive’s employment for any reason other than Cause as defined in
      Section 4.4, the Executive may retain
      his board seat at the Board’s
discretion.

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                1.3  

              	
                No
      Other Employment.  During the Period of Employment, the
      Executive shall both (i) devote substantially all of the Executive’s
      business time, energy and skill to the performance of the Executive’s
      duties for the Company, and (ii) hold no other employment.  The
      Executive's service on the boards of directors (or similar body) of other
      business entities, or the provision of other services thereto, is subject
      to the prior written approval of the Board, which may not be unreasonably
      withheld.  The Company shall have the right to require the
      Executive to resign from any board or similar body on which he may then
      serve if the Board reasonably determines that the Executive’s service on
      such board or body interferes with the effective discharge of the
      Executive’s duties and responsibilities to the Company or that any
      business related to such service is then in competition with any business
      of the Company or any of its affiliates, successors or
      assigns.  Nothing in this Section 1.3 shall be construed as
      preventing Executive from engaging in the investment of his personal
      assets.

              


      

       

      
        	
                1.4  

              	
                No
      Breach of Contract.  The Executive hereby represents to
      the Company that: (i) the execution and delivery of this Agreement by
      the Executive and the Company and the performance by the Executive of the
      Executive’s duties hereunder shall not constitute a breach of, or
      otherwise contravene, the terms of any other agreement or policy to which
      the Executive is a party or otherwise bound; (ii) the Executive has
      no information (including, without limitation, confidential information
      and trade secrets) relating to any other person or entity which would
      prevent, or be violated by, the Executive entering into this Agreement or
      carrying out his duties hereunder; and (iii) except as set forth on
      Exhibit A
      hereto, the Executive is not bound by any confidentiality, trade secret or
      similar agreement (other than this Agreement and the Confidentiality and
      Work for Hire Agreement attached hereto as Exhibit B
      (the “Confidentiality and
      Work for Hire Agreement”) with any other person or
      entity.

              


      

       

      
        	
                1.5  

              	
                Location.  The
      Executive acknowledges that the Company’s principal executive offices are
      currently located in Carlsbad, California with east coast offices in New
      York City, New York.  The Executive agrees that he will work
      from the Company’s principal executive offices at least once per month and
      at least 2-3 times per month from the east coast office.  The
      Executive acknowledges that he may be required to travel from time to time
      in the course of performing his duties for the
  Company.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

              	
                Compensation.

              


      

       

      
        	
                2.1  

              	
                Base
      Salary.  The Executive’s base salary (the “Base Salary”)
      shall be paid in accordance with the Company’s regular payroll practices
      in effect from time to time, but not less frequently than in monthly
      installments.  The Executive’s initial Base Salary shall be at
      an annualized rate of Three Hundred Seventy Five Thousand Dollars
      ($375,000).  The Company will review the Executive’s Base Salary
      at least annually and may increase the Executive’s Base Salary from the
      rate then in effect based on such review. Subject to the Executive’s
      continued employment, review and approval of the Board, which approval may
      be withheld in its sole discretion, the Company anticipates that the
      annual adjustment in Base Salary will be between 3% - 5% percent
      annually.

              


      

       

      
        	
                2.2  

              	
                Incentive
      Bonus.  During the Period of Employment, the Executive
      shall be eligible to receive an annual incentive bonus (“Incentive
      Bonus”) in an amount to be determined by the Board in its sole
      discretion, based on the achievement of performance objectives established
      by the Board for that particular period.  The Executive’s target
      potential Incentive Bonus amount for the 2009 calendar year shall be set
      at 50% of the Executive’s Base Salary.  For calendar year 2009
      the Executive’s Incentive Bonus shall be pro rated based on hire date and
      any approved leave of absence and shall be based on and subject to the
      requirements set forth in the 2009 NTN Buzztime Corporate
      Incentive.

              


      

       

      For
purposes of clarity, the Executive’s target potential Incentive Bonus for 2009
shall be One Hundred Eighty Seven Thousand Five Hundred Dollars ($187,500),
which is equal to fifty percent (50%) of his initial Base Salary.

       

      The
Executive will participate in establishing the Incentive Bonus targets for 2010
and present to the Board (1) such recommendations with respect to such
targeted levels that Executive determines in good faith are advisable, or
(2) such other modifications to the bonus program for 2010 (including,
without limitation, any other performance factors on which the Incentive Bonus
determination may be based) as the Executive determines in good faith are
advisable.  The Board will consider in its sole discretion adjusting
such targeted levels and making such adjustment to the Incentive Bonus program
in good faith based on the Executive’s recommendations, but shall have no
obligation to make any such adjustment.

       

      The
Incentive Bonus, if any, will be paid to the Executive within thirty (30) days
after receipt of the independent auditor’s report on the Company’s annual
financial statements for the year in question; provided that the Incentive Bonus
will not be deemed earned and will not be paid to the Executive unless the
Executive is employed by the Company on such payment date.  Payment of
the Incentive Bonus, if any, will be subject to withholdings in accordance with
the Company’s standard payroll procedures.

       

      
        	
                2.3  

              	
                Stock
      Option Grants.  Subject to this Section 2.3, the
      Company will grant to the Executive an initial option (the “Initial
      Option”) to purchase 1,750,000 shares of the Company’s common
      stock, $0.005 par value per share (“Common
      Stock”).  The exercise price per share for the Initial
      Option will be equal to the fair market value of a share of the Common
      Stock on the date the Initial Option is
granted.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      In
addition, subject to Executive's continuing employment on such dates and
approval, in each case, by the compensation committee of the Company's board of
directors, (i) the Company will grant to the Executive on or about the first
anniversary date of the Effective Date an option (the “Anniversary Option”)
to purchase 500,000 shares of Common Stock.  The Initial Option and
the Anniversary Option are collectively referred to as the “Options”.  The
exercise price per share for the Anniversary Option will be equal to the fair
market value of a share of the Common Stock on the date such Option is
granted.

       

      Each of
the Options will be intended to qualify as an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”),
to the maximum extent possible within the limitations of the
Code.  Each of the Options will vest in forty-eight (48) substantially
equal monthly installments over the four-year period following the date of
grant.  The vesting of each installment of each of the Options will
occur only if such vesting date occurs during the Executive’s continued
employment by the Company through the respective vesting date.  The
maximum term of each of the Options will be ten (10) years from the date of
grant thereof, subject to earlier termination upon the termination of the
Executive’s employment with the Company, a change in control of the Company and
similar events.  The Initial Option shall be granted under the NTN
Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of
which has been provided to the Executive, and shall be subject to such further
terms and conditions as set forth in a written stock option agreement to be
entered into by the Company and the Executive to evidence the Options (the
“Option
Agreement”).  The Option Agreement shall be in substantially
the form attached hereto as Exhibit C.  The
Anniversary Option, if any, will be granted under the Company's equity incentive
plan(s) as then in effect and shall be subject to the terms and conditions of
such plan(s) and to such further terms and conditions as set forth in a written
stock option agreement to be entered into by the Company and the Executive to
evidence such Option.

       

      Upon the
occurrence of a Change in Control, 50% of the then unvested portion of the
Options shall accelerate and the remaining portion of unvested Options may be
accelerated by the Board, in its discretion. For purposes hereof, a “Change in Control”
means any of the following transactions if approved by the Board of
Directors:  (i) the consummation of a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation or entity regardless of which entity is the survivor, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity) more than fifty percent (50%) of the combined voting power of the voting
securities of the Company, such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation; or (ii) consummation
of the sale or disposition by the Company of all or substantially all of the
Company’s assets.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                3.  

              	
                Benefits.

              


      

       

      
        	
                3.1  

              	
                Retirement,
      Welfare and Fringe Benefits.  During the Period of
      Employment, the Executive shall be entitled to participate in all employee
      pension and welfare benefit plans and programs, and fringe benefit plans
      and programs, made available by the Company to the Company’s employees
      generally, in accordance with the eligibility and participation provisions
      of such plans and as such plans or programs may be in effect from time to
      time.  Without limiting the generality of the foregoing, during
      the Period of Employment, the Company shall provide to the Executive the
      following benefits:

              


      

       

      
        	
                (a)  

              	
                At
      no expense to the Executive, coverage of the Executive, his spouse (if
      any) and any of his children who qualify as “dependents” within the
      meaning of Section 152 of the Code under a major medical insurance
      program with an annual cumulative deductible amount of no more than
      $1,000;

              


      

       

      
        	
                (b)  

              	
                Coverage
      of the Executive by term life insurance, payable to his designated
      beneficiary, in the amount of $1,000,000 and, in the event of accidental
      death or dismemberment, in the amount of $2,000,000, with the premium for
      such coverage not to exceed $4,000 per
year.

              


      

       

      
        	
                3.2  

              	
                Reimbursement
      of Business Expenses.  The Company will reimburse
      Executive for all reasonable business expenses the Executive incurs during
      the Period of Employment in the course and scope of the Executive’s
      duties, subject to the Company’s expense reimbursement policies in effect
      from time to time.  Executive will be required to provide
      substantiation of all of such expenses on Company approved expense report
      forms in accordance with Company policies.  These payments may
      be made as direct payments of the Executive’s invoices or bills or by
      reimbursement to the Executive of costs that are incurred.  The
      Executive will be responsible for all income and employment taxes due on
      such payments; the Company will not provide a gross-up payment to cover
      such tax liabilities.

              


      

       

      
        	
                3.3  

              	
                Paid
      Time Off.  During the Period of Employment, the Executive
      shall accrue paid time off (“PTO”) and shall be permitted time off in
      accordance with the Company’s PTO policies in effect from time to
      time.  Executive shall accrue no less than three weeks of PTO
      per year.  The Executive shall also be entitled to all other
      holiday and leave pay generally available to other executives of the
      Company.

              


      

       

      
        	
                4.  

              	
                Termination.

              


      

       

      
        	
                4.1  

              	
                Termination
      of Employment.  The Executive’s employment by the Company
      may be terminated either by the Company or by Executive at any time for
      any or no reason and with or without Cause (in any case, the date that the
      Executive’s employment by the Company terminates and which constitutes a
      "separation from service" within the meaning of Section 409A of the Code
      is referred to as the “Separation
      Date”).

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                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 the Executive (or, in the event of his death, the
      Executive’s estate) any Accrued Obligations (as defined in
      Section 4.4) within 10 days following the Separation
      Date;

              


      

       

      
        	
                (b)  

              	
                If
      the Executive’s employment with the Company is terminated by the Company
      without Cause (as defined in Section 4.4), the Company shall pay (in
      addition to the Accrued Obligations), subject to tax withholding and other
      authorized deductions and subject to the requirements of Section 4.3,
      an amount equal to the sum of one (1) month of severance pay for every two
      (2) months the Executive is employed to a maximum of six (6) months
      calculated at the Executive’s then-current Base Salary rate in effect on
      the Separation Date as severance pay, which shall be payable in
      substantially equal installments on a bi-weekly basis over a period of 6
      months.  The first installment of any severance pay payable
      under this Section 4.2(b) shall commence within 15 days following the
      45-day period in which Executive is required to execute and not revoke the
      general release agreement in accordance with Section
  4.3.

              


      

       

      
        	
                (c)  

              	
                In
      the event of any termination of Executive’s employment for any reason,
      including any termination by the Company without Cause, the Executive’s
      outstanding stock options, restricted stock and other equity-based awards,
      including the Initial Option and the Anniversary Option, if any, shall
      continue to be governed in accordance with their terms (including, without
      limitation, the terms applicable to a termination of the Executive’s
      employment).

              


      

       

      
        	
                (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
      Section 4.2(b).

              


      

       

      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 Section 4.2(b), if applicable, and the benefits
contemplated by this paragraph, regardless of the manner of the Executive’s
termination.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                4.3  

              	
                Release; Exclusive
      Remedy.

              


      

       

      
        	
                (a)  

              	
                This
      Section 4.3 shall apply notwithstanding anything else contained in
      this Agreement or any stock option, restricted stock or other equity-based
      award agreement to the contrary.  Notwithstanding any provision
      in this Agreement to the contrary, as a condition precedent to any Company
      obligation to the Executive pursuant to Section 4.2(b) or any
      agreement or obligation to accelerate vesting of any equity-based award in
      connection with the termination of the Executive’s employment, the
      Executive shall, upon or promptly following his Separation Date, (i) sign
      and not revoke a general release agreement in a form prescribed by the
      Company, and provided further that such general release agreement is
      executed and becomes effective no later than forty-five (45) days
      following the Executive's Separation Date and (ii) at the Board’s discretion, provide the
      Company with a written resignation from the Board as contemplated by
      Section 1.2.  The Company shall have no obligation to
      make any payment to the Executive pursuant to Section 4.2(b) (or to
      accelerate the vesting of any equity-based award in the circumstances as
      may otherwise be contemplated by the applicable award agreement) unless
      and until the general release agreement contemplated by this
      Section 4.3 becomes irrevocable by the Executive in accordance with
      all applicable laws, rules and regulations and, at the Board’s discretion, the Executive
      shall have tendered the written resignation from the Board as contemplated
      by Section 1.2.

              


      

       

      
        	
                (b)  

              	
                The
      Executive agrees that the general release agreement described in
      Section 4.3(a) will include a complete release of all known and
      unknown claims pursuant to California Civil Code Section 1542 and
      will require that the Executive acknowledge, as a condition to the payment
      of any benefits under Section 4.2(b), as applicable, that the
      payments contemplated by Section 4.2 (and any applicable acceleration
      of vesting of an equity-based award in accordance with the terms of such
      award in connection with the termination of the Executive’s employment)
      shall constitute the exclusive and sole remedy for any termination of his
      employment, and the Executive will be required to covenant, as a condition
      to receiving any such payment (and any such accelerated vesting), not to
      assert or pursue any other remedies, at law or in equity, with respect to
      any termination of employment.  The Company and Executive
      acknowledge and agree that there is no duty of the Executive to mitigate
      damages under this Agreement.  All amounts paid to the Executive
      pursuant to Section 4.2 shall be paid without regard to whether the
      Executive has taken or takes actions to mitigate
  damages.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                4.4  

              	
                Certain Defined
      Terms.

              


      

       

      
        	
                (a)  

              	
                As
      used herein, “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.

              


      

       

      
        	
                (b)  

              	
                As
      used herein, “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.

              


      

       

      
        	
                4.5  

              	
                Limitation on
      Benefits.

              


      

       

      
        	
                (a)  

              	
                Notwithstanding
      anything contained in this Agreement to the contrary, to the extent that
      the payments and benefits provided under this Agreement and benefits
      provided to, or for the benefit of, the Executive under any other Company
      plan or agreement (such payments or benefits are collectively referred to
      as the “Benefits”)
      would be subject to the excise tax (the “Excise Tax”)
      imposed under Section 4999 of the Internal Revenue Code of 1986, as
      amended (the “Code”), the
      Benefits shall be reduced (but not below zero) if and to the extent that a
      reduction in the Benefits would result in the Executive retaining a larger
      amount, on an after-tax basis (taking into account federal, state and
      local income taxes and the Excise Tax), than if the Executive received all
      of the Benefits (such reduced amount if referred to hereinafter as the
      “Limited Benefit
      Amount”).  Unless the Executive shall have given prior
      written notice specifying a different order to the Company to effectuate
      the Limited Benefit Amount, the Company shall reduce or eliminate the
      Benefits by first reducing or eliminating those payments or benefits which
      are not payable in cash and then by reducing or eliminating cash payments,
      in each case in reverse order beginning with payments or benefits which
      are to be paid the farthest in time from the Determination (as hereinafter
      defined).  Any notice given by the Executive pursuant to the
      preceding sentence shall take precedence over the provisions of any other
      plan, arrangement or agreement governing the Executive’s rights and
      entitlements to any benefits or
compensation.

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                (b)  

              	
                A
      determination as to whether the Benefits shall be reduced to the Limited
      Benefit Amount pursuant to this Agreement and the amount of such Limited
      Benefit Amount shall be made by the Company’s independent public
      accountants or another certified public accounting firm of national
      reputation designated by the Company (the “Accounting
      Firm”) at the Company’s expense.  The Accounting Firm
      shall provide its determination (the “Determination”),
      together with detailed supporting calculations and documentation to the
      Company and the Executive within five (5) days of the date of
      termination of the Executive’s employment, if applicable, or such other
      time as requested by the Company or the Executive (provided the Executive
      reasonably believes that any of the Benefits may be subject to the Excise
      Tax), and if the Accounting Firm determines that no Excise Tax is payable
      by the Executive with respect to any Benefits, it shall furnish the
      Executive with an opinion reasonably acceptable to the Executive that no
      Excise Tax will be imposed with respect to any such
      Benefits.  Unless the Executive provides written notice to the
      Company within ten (10) days of the delivery of the Determination to
      the Executive that he disputes such Determination, the Determination shall
      be binding, final and conclusive upon the Company and the
      Executive.

              


      

       

      
        	
                5.  

              	
                Proprietary
      Information; Inventions and Developments.  Concurrently
      with entering into this Agreement, the Executive will execute the
      Confidentiality and Work for Hire
Agreement.

              


      

       

      
        	
                6.  

              	
                Confidentiality.  The
      Executive hereby agrees that the Executive shall not at any time (whether
      during or after the Executive’s employment with the Company), directly or
      indirectly, other than in the course of the Executive’s duties hereunder,
      disclose or make available to any person, firm, corporation, association
      or other entity for any reason or purpose whatsoever, any Confidential
      Information (as defined below); provided, however, that this
      Section 6 shall not apply when (i) disclosure is required by law
      or by any court, arbitrator, mediator or administrative or legislative
      body (including any committee thereof) with apparent jurisdiction to order
      the Executive to disclose or make available such information (provided,
      however, that the Executive shall promptly notify the Company in writing
      upon receiving a request for such information), or (ii) with respect
      to any other litigation, arbitration or mediation involving this
      Agreement, including but not limited to enforcement of this
      Agreement.  The Executive agrees that, upon termination of the
      Executive’s employment with the Company, all Confidential Information in
      the Executive’s possession that is in written, digital or other tangible
      form (together with all copies or duplicates thereof, including computer
      files) shall be returned to the Company and shall not be retained by the
      Executive or furnished to any third party, in any form except as provided
      herein; provided, however, that the Executive shall not be obligated to
      treat as confidential, or return to the Company copies of any Confidential
      Information that (a) was publicly known at the time of disclosure to
      the Executive, (b) becomes publicly known or available thereafter
      other than by any means in violation of this Agreement or any other duty
      owed to the Company by any person or entity, or (c) is lawfully
      disclosed to the Executive by a third party.  As used in this
      Agreement, the term “Confidential
      Information” means: information disclosed to the Executive or known
      by the Executive as a consequence of or through the Executive’s
      relationship with the Company, about the customers, employees, business
      methods, public relations methods, organization, procedures or finances,
      including, without limitation, information of or relating to customer
      lists, of the Company Group.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                7.  

              	
                Protective
      Covenant.  The
      Executive acknowledges and agrees that should he accept a position (other
      than an officer whose function substantially relates to financial matters)
      of any business or organization where his duties, or those of others who
      report directly or indirectly to him, include any activities in the fields
      of electronically simulated trivia and sports games or interactive
      television efforts in the hospitality industry, which in the reasonable
      judgment of the Company is, or as a result of the Executive’s engagement
      or participation would become, directly competitive with any aspect of the
      business of the Company Group (a “Covered
      Position”), that such position would inevitably lead to a
      disclosure of Confidential Information in contravention of
      Section 6.  Accordingly and without limiting the provisions
      of Section 6, the Executive agrees that during the Period of
      Employment, the Executive shall not accept employment in a Covered
      Position.  The Executive expressly acknowledges and agrees that
      the foregoing restriction is reasonable and necessary in order to protect
      the Confidential Information of the Company
  Group.

              


      

       

      
        	
                8.  

              	
                Anti-Solicitation.

              


      

       

      
        	
                8.1  

              	
                Business
      Relationships.  The
      Executive promises and agrees that during the Period of Employment, the
      Executive will not, directly or indirectly, individually or as a
      consultant to, or as an employee, officer, stockholder, director or other
      owner or participant in any business, influence or attempt to influence
      customers, vendors, suppliers, joint venturers, associates, consultants,
      agents, or partners of the Company or any of its affiliates (collectively,
      the “Company
      Group”), either directly or indirectly, to divert their business
      away from the Company Group, to any individual, partnership, firm,
      corporation or other entity then in competition with the business of any
      entity within the Company Group, and he will not otherwise materially
      interfere with any business relationship of any entity within the Company
      Group.

              


      

       

      
        	
                8.2  

              	
                Executives.  The
      Executive promises and agrees that during the Period of Employment and for
      a period of one (1) year thereafter, the Executive will not, directly
      or indirectly, individually or as a consultant to, or as an employee,
      officer, stockholder, director or other owner of or participant in any
      business, solicit (or assist in soliciting) any person who is then, or at
      any time within six (6) months prior thereto was, an employee of an
      entity within the Company Group who earned annually $25,000 or more as an
      employee of such entity during the last six (6) months of his or her
      own employment to work for (as an employee, consultant or otherwise) any
      business, individual, partnership, firm, corporation, or other entity
      whether or not engaged in competitive business with any entity in the
      Company Group.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                9.  

              	
                Withholding
      Taxes.  Notwithstanding
      anything else herein to the contrary, the Company may withhold (or cause
      there to be withheld, as the case may be) from any amounts otherwise due
      or payable under or pursuant to this Agreement such federal, state and
      local income, employment, or other taxes as may be required to be withheld
      pursuant to any applicable law or
regulation.

              


      

       

      
        	
                10.  

              	
                Assignment.  This
      Agreement is personal in its nature and neither of the parties hereto
      shall, without the consent of the other, assign or transfer this Agreement
      or any rights or obligations hereunder; provided, however, that
      in the event of a merger, consolidation, or transfer or sale of all or
      substantially all of the assets of the Company with or to any other
      individual(s) or entity, this Agreement shall, subject to the
      provisions hereof, be binding upon and inure to the benefit of such
      successor and such successor shall discharge and perform all the promises,
      covenants, duties, and obligations of the Company
    hereunder.

              


      

       

      
        	
                11.  

              	
                Number
      and Gender.  Where the
      context requires, the singular shall include the plural, the plural shall
      include the singular, and any gender shall include all other
      genders.

              


      

       

      
        	
                12.  

              	
                Section Headings.  The section
      headings of, and titles of paragraphs and
      subparagraphs contained in, this Agreement are for the purpose of
      convenience only, and they neither form a part of this Agreement nor are
      they to be used in the construction or interpretation
    thereof.

              


      

       

      
        	
                13.  

              	
                Governing
      Law.  This
      Agreement, 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.

              


      

       

      
        	
                14.  

              	
                Severability.  If any
      provision of this Agreement or the application thereof is held invalid,
      the invalidity shall not affect other provisions or applications of this
      Agreement which can be given effect without the invalid provisions or
      applications and to this end the provisions of this Agreement are declared
      to be severable.

              


      

       

      
        	
                15.  

              	
                Entire
      Agreement.  This
      Agreement, together with the Option Agreements and the Exhibits contemplated hereby, including
      the Confidentiality and Work for Hire Agreement and Mutual Agreement to
      Arbitrate, embodies the entire agreement of the parties hereto
      respecting the matters within its scope.  This Agreement
      supersedes all prior and contemporaneous agreements of the parties hereto
      that directly or indirectly bears upon the subject matter
      hereof.  Any prior negotiations, correspondence, agreements,
      proposals or understandings relating to the subject matter hereof shall be
      deemed to have been merged into this Agreement, and to the extent
      inconsistent herewith, such negotiations, correspondence, agreements,
      proposals, or understandings shall be deemed to be of no force or
      effect.  There are no representations, warranties, or
      agreements, whether express or implied, or oral or written, with respect
      to the subject matter hereof, except as expressly set forth
      herein.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                16.  

              	
                Modifications.  This
      Agreement may not be amended, modified or changed (in whole or in part),
      except by a formal, definitive written agreement expressly referring to
      this Agreement, which agreement is executed by both of the parties
      hereto.  Without limiting the foregoing, the at-will nature of
      Executive's employment by the Company may only be modified in a writing
      approved by the Company's Board of Directors and executed by both the
      Company and the Executive.

              


      

       

      
        	
                17.  

              	
                Waiver.  Neither the
      failure nor any delay on the part of a party to exercise any right,
      remedy, power or privilege under this Agreement shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, remedy,
      power or privilege preclude any other or further exercise of the same or
      of any right, remedy, power or privilege, nor shall any waiver of any
      right, remedy, power or privilege with respect to any occurrence be
      construed as a waiver of such right, remedy, power or privilege with
      respect to any other occurrence.  No waiver shall be effective
      unless it is in writing and is signed by the party asserted to have
      granted such waiver.

              


      

       

      
        	
                18.  

              	
                Arbitration.  Any
      controversy arising out of or relating to the Executive’s employment
      (whether or not before or after the expiration of the Period of
      Employment), any termination of the Executive’s employment, this
      Agreement, the Confidentiality and Work for Hire Agreement referred to in
      Section 5, the Option Agreement or any other agreements relating to
      the grant to Executive of equity-based awards, including any Anniversary
      Option, the enforcement or interpretation of any of such agreements, or
      because of an alleged breach, default, or misrepresentation in connection
      with any of the provisions of any such agreement, including (without
      limitation) any state or federal statutory claims, shall be submitted to
      arbitration in accordance with the provisions set forth on Exhibit D
      hereto.

              


      

       

      Nothing
in this Agreement or the attached Exhibit D shall
prohibit or limit the parties from seeking provisional remedies under California
Code of Civil Procedure section 1281.8, including, but not limited to,
injunctive relief from a California court of competent
jurisdiction.  Without limiting the foregoing, the Executive and the
Company acknowledge that any breach of any of the covenants or provisions
contained in Section 6, 7 or 8 of this Agreement or in the Confidentiality
and Work for Hire Agreement could result in irreparable injury to either of the
parties hereto for which there might be no adequate remedy at law, and that, in
the event of such a breach or threat thereof, the non-breaching party shall be
entitled to obtain a temporary restraining order and/or a preliminary injunction
and a permanent injunction restraining the other party hereto from engaging in
any activities prohibited by any covenant or provision in Section 6, 7 or 8
of this Agreement or in the Confidentiality and Work for Hire Agreement or such
other equitable relief as may be required to enforce specifically any of such
covenants or provisions.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                19.  

              	
                Insurance.  The
      Company shall have the right at its own cost and expense to apply for and
      to secure in its own name, or otherwise, life, health or accident
      insurance or any or all of them covering the Executive, and the Executive
      agrees to submit to any usual and customary medical examination and
      otherwise cooperate with the Company in connection with the procurement of
      any such insurance and any claims
thereunder.

              


      

       

      
        	
                20.  

              	
                Notices.

              


      

       

      
        	
                (a)  

              	
                All
      notices, requests, demands and other communications required or permitted
      under this Agreement shall be in writing and shall be deemed to have been
      duly given and made if (i) delivered by hand, (ii) otherwise
      delivered against receipt therefor, or (iii) sent by registered or
      certified mail, postage prepaid, return receipt requested.  Any
      notice shall be duly addressed to the parties as
  follows:

              


      

       

      
        	
                (i)  

              	
                if
      to the Company:

              


      

       

      NTN
Buzztime, Inc.

      5966 La
Place Court, Suite 100

      Carlsbad,
CA 92008

      Attn:
Board of Directors

      


      
        	
                (ii)  

              	
                if
      to the Executive, the to address most recently on file in the payroll
      records of the Company.

              


      

       

      
        	
                (b)  

              	
                Any
      party may alter the address to which communications or copies are to be
      sent by giving notice of such change of address in conformity with the
      provisions of this Section 20 for the giving of
      notice.  Any communication shall be effective when delivered by
      hand, when otherwise delivered against receipt therefor, or five
      (5) business days after being mailed in accordance with the
      foregoing.

              


      

       

      
        	
                21.  

              	
                Counterparts.  This
      Agreement 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 Agreement 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.

              


      

       

      
        	
                22.  

              	
                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 Agreement.  Hence, in any
      construction to be made of this Agreement, the same shall not be construed
      against either party on the basis of that party being the drafter of such
      language.  The Executive agrees and acknowledges that he has
      read and understands this Agreement, is entering into it freely and
      voluntarily, and has been advised to seek counsel prior to entering into
      this Agreement and has had ample opportunity to do
  so.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                23.  

              	
                Code
      Section 409A.

              


      

       

      
        	
                (a)  

              	
                It
      is intended that any amounts payable under this Agreement and the
      Company’s exercise of authority or discretion hereunder shall comply with
      Section 409A of the Code (including the Treasury regulations and
      other published guidance relating thereto) (“Code
      Section 409A”) so as not to subject the Executive to any
      interest or additional tax imposed under Code
      Section 409A.  To the extent that any amount payable under
      this Agreement would trigger the additional tax imposed by Code
      Section 409A, the Agreement shall be modified to avoid such
      additional tax yet preserve (to the nearest extent reasonably possible)
      the intended benefit payable to the
Executive.

              


      

       

      
        	
                (b)  

              	
                Without
      limiting the generality of the foregoing, and notwithstanding any
      provision in this Agreement to the contrary, any payments made from the
      date of the Executive's termination of employment through March 15th of
      the calendar year following such termination, are intended to constitute
      separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury
      Regulations and thus payable pursuant to the "short-term deferral" rule
      set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the
      extent such payments are made following said March 15th, they are intended
      to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
      the Treasury Regulations made upon an involuntary separation from service
      and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
      Regulations, to the maximum extent permitted by said provision, with any
      excess amount being regarded as subject to the distribution requirements
      of Section 409A(a)(2)(A) of the Code, including, without limitation, the
      requirement of Section 409A(a)(2)(B)(i) of the Code.  For
      purposes of the foregoing, if upon Executive's separation from service he
      is then a "specified employee" (within the meaning of Code Section 409A),
      then to the extent necessary to comply with Code Section 409A and avoid
      the imposition of taxes under Code Section 409A, the Company shall defer
      payment of "nonqualified deferred compensation" subject to Code Section
      409A payable as a result of and within six (6) months following such
      separation from service under this Agreement until the earlier of (i) the
      first business day of the seventh month following Executive's separation
      from service, or (ii) ten (10) days after the Company receives
      notification of Executive's death.  If the Company determines
      that any other payments hereunder fail to satisfy the distribution
      requirement of Section 409A(a)(2)(A) of the Code, then the payment of such
      benefit shall be delayed to the minimum extent necessary so that such
      payments are not subject to the provisions of Section 409A(a)(1) of the
      Code.  Any payments that are delayed as a result of this Section
      23(b) shall be paid without
interest.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
Company and the Executive have executed this Agreement as of the Effective
Date.

       

      “COMPANY”

       

      NTN
Buzztime, Inc.,

      a
Delaware corporation

       

      By: /s/ Kendra Berger        

      Name: Kendra
Berger

      Title: CFO

       

       

      “EXECUTIVE”


      /s/ Terry Bateman            

      Terry
Bateman

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      


      EXHIBIT
A

       

      CONFIDENTIALITY
DISCLOSURE

       

      


       

      [Not
Included]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
B

       

      NTN
BUZZTIME, INC.

      CONFIDENTIALITY
AND WORK FOR HIRE AGREEMENT

       

      


      


      [Not
Included]

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      EXHIBIT
C

       

      


       

      NTN
BUZZTIME, INC.

      2004
PERFORMANCE INCENTIVE PLAN

      EXECUTIVE
INCENTIVE STOCK OPTION AGREEMENT

       

      


       

      [Not
Included]

       

      


       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      EXHIBIT
D

       

      MUTUAL
AGREEMENT TO ARBITRATE

       

      


       

      [Not
Included]

       

      


       

       

       

       

       

       

       

       

       

       

      19