Exhibit 10.17
RETENTION AND SEVERANCE
AGREEMENT
THIS RETENTION AND SEVERANCE
AGREEMENT is entered into
as of June 27, 2008, by and between NTN Buzztime, Inc. and
Kendra Berger (“Employee”).
WHEREAS , the Company desires to continue to retain the
services of Employee;
WHEREAS , the parties desire to enter into this
Retention and Severance Agreement (this “Agreement”) to
set forth certain terms and conditions under which Employee may be
eligible to receive retention and severance payments in the event
of her employment continuation and termination;
NOW, THEREFORE
, in consideration of the mutual
agreements and covenants herein and other good and valuable
consideration, the sufficiency of which is acknowledged, the
Company and Employee hereby agree as follows:
1. Retention Bonus . The
Company shall pay Employee a retention bonus equal to three months
of Employee’s then current annual base salary (the
“Retention Bonus”) in a lump sum cash payment on
September 1, 2008 (subject to applicable payroll taxes and
other withholding), provided Employee continues as of that date to
serve as an employee of the Company.
2. Severance Payment . If
Employee’s employment is terminated by the Company without
Cause during the period from June 1, 2008 to May 31, 2009
and subject to the Company’s receipt of an effective release
executed by Employee in a form acceptable to the Company (the
“Release”), Employee shall be entitled to be paid a
cash amount equal to the greater of $15,000 or the amount payable
under NTN Buzztime’s executive severance formula or six
months of Employee’s then current annual base salary (the
“Severance Payment”), subject to applicable payroll
taxes and other withholding. The Severance Payment shall be payable
in one lump sum within 10 days of the effective date of the
Release, provided that in any event such payment must be paid
within 60 days of Employee’s “separation of
service” (as defined under Internal Revenue Code
Section 409A) subject to the Company’s receipt of an
effective Release.
3. Definition of “Cause
.” For purposes of this Agreement, “Cause” shall
mean as reasonably determined by the Company’s Board of
Directors, (i) any act of personal dishonesty taken by
Employee in connection with her responsibilities as an employee of
the Company which is intended to result in substantial personal
enrichment of Employee and is reasonably likely to result in
material harm to the Company, (ii) Employee’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, (ii) a willful act by Employee which
constitutes misconduct and is materially injurious to the Company,
or (iv) continued willful violations by Employee of
Employee’s obligations to the Company after there has been
delivered to Employee a written demand for performance from the
Company which describes the basis for the Company’s belief
that Employee has willfully violated her obligations to the
Company.
4. No Employment Contract .
This
