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


Fiscal
Year 2019


 


	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.

        

	 	 	 	 	 
	2	 	Effective
    Dates 	 	The
    Plan Period is January 1, 2019 – December 31, 2019.
	 	 	 	 	 
	3	 	Eligibility
    	 	To
                                         be an eligible participant in the Plan, the individual must be employed by Buzztime on
                                         or before October 1, 2019, on active, full-time, paid status and not be a participant
                                         in any other Buzztime incentive compensation program and must serve as Buzztime’s
                                         Chief Executive Officer, Chief Financial Officer, VP of Finance (as Chief Accounting
                                         Officer) or in another executive-level position as determined by the Committee. (All
                                         eligible employees are referred to in this Plan as “Participant(s)”). Only
                                         Participants may earn incentive compensation under this Plan.

         

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

         

        Any
        newly hired employee who becomes eligible to participate in 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 (Prorated Participation), 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
        2019 Corporate Goals are as follows:



 


	 	A.	To
    meet target EBITDA as approved by the Committee. EBITDA is defined as earnings before interest, tax, depreciation and amortization
    as disclosed in Buzztime’s financial reports. Payout weighted up to 10% of payout pool.
	 	 	 
	 	B.	To
    meet target revenue, as approved by the Committee. Payout weighted up to 15% of payout pool.
	 	 	 
	 	C.	To
    achieve certain strategic milestones, as approved by the Committee. Payout weighted up to 75% 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, 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, 2019. 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 (Payout Details) and 6 (Prorated Participation).

         

        (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.


 


	 	 	(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 (Company Management Rights), and provided all the of
                                         prerequisites to earning incentive compensation are met pursuant to Section 4 (Plan Design),
                                         the Target Payout will be paid in accordance with paragraph (3) of Section 4(Plan Design)
                                         within 30 days after receipt of the independent auditor’s report on Buzztime’s
                                         annual financial statements for 2019, but no later than March 15, 2020.

         

        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 (Prorated Participation) apply.

         

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

         

        Notwithstanding
        the generality of the foregoing, the Committee also has sole discretion to determine the impact of any merger, acquisition
        or similar transaction or of any activities related thereto and/or of investments made beyond the core business of Buzztime
        as they relate to 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. Deductions from a payout in the form of Shares shall be governed by the 2010 PIP (or any successor
        long-term incentive plan), and the applicable grant documentation, if any



 




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	6	 	Prorated
    Participation	 	Late
                                         Entry into the Plan: An employee 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 Committee’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 2019, which includes the preceding 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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