ntn_8kex1021.htm


    Exhibit
10.21

     

    SEPARATION
AGREEMENT

     

    The
following shall represent the terms of separation entered into by and between
Gary Arlen (“Director”) and NTN Buzztime, Inc. (the “Company”).

     

    RECITALS

    


    A.           On
June 15, 2007, the Company granted stock options (the “Options”) to Director
under the terms of the Company’s 2004 Performance Incentive Plan (“Stock Plan”)
in exchange for Director’s service on the Board of Directors.

     

    B.           In
connection with Director’s resignation from the Board effective February 6,
2009, the Board has amended the Options and the related Option Agreement to
provide for an extended exercise period following termination of Director’s
service on the Board, with such amendment taking effect as set forth in this
Amendment, effective February 6, 2009.  All other provisions of the
Option Agreement that are not modified by this Amendment remain in full force
and effect.

     

    C.           In
connection with the resignation from the Board effective February 6, 2009, The
Board has also agreed to pay Director cash compensation equal to $14,500 which
represents the estimated amount of cash compensation Director would have
received had he continued his current service as a director through the date of
the Company’s next annual meeting of stockholders.

     

    NOW,
THEREFORE, pursuant to the terms of the Option Agreement and the Stock Plan, and
in consideration of the mutual promises, covenants and conditions hereinafter
set forth, the parties hereto mutually agree as follows:

     

    1.           Notwithstanding
the language set forth in the Option Agreement related to the period of time
following termination of Director’s service on the Board in which vested Options
must be exercised, the terms of the Options are amended to provide as
follows:

     

    (a)         The
Options shall hereafter be exercisable until the earlier of the Expiration Date
(as defined in the Option Agreement) and June 15, 2010.

     

    2.           Entire
Agreement.  The Options and the Option Agreement are amended by
the provisions of this Amendment.  Except as so amended, the terms of
the Options and the Option Agreement shall remain in full force and
effect.  In the event of any conflict between this Amendment and the
Options and Option Agreement, this Amendment shall govern.  This
Amendment and the Option Agreement, with the exhibits attached thereto,
constitute the entire agreement between Director and the Company regarding the
terms and conditions of Director’s Options. This Amendment supersedes all prior
negotiations, representations or agreements between Director and the Company,
whether written or oral, concerning the modifications of Director’s
Options.

     

    


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the day and year written below.

     

    
    

     

    
      	 	NTN Buzztime,
      Inc.
	 	 	 
	 	By:	/s/ Kendra
      Berger
	 	 	
              Kendra
      Berger, Chief Financial Officer and Secretary

              On
      Behalf of the Board of Directors

            
	 	 
	 	Date: February 6,
      2009
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
              Gary
      Arlen, an individual

               

               

            
	 	
               

            	 /s/ Gary
      Arlen
	 	
              Gary
      Arlen

            
	 	
               

              Date:
      February 6, 2009

            


    

    


     

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