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