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EXHIBIT
10.2
NTN BUZZTIME,
INC.
2004 PERFORMANCE INCENTIVE
PLAN
NON-EXECUTIVE EMPLOYEE
INCENTIVE STOCK OPTION AGREEMENT
THIS NON-EXECUTIVE
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT (this “
Option Agreement ”) dated as of [
], 20[ ] by and between NTN
BUZZTIME, INC. , a Delaware corporation (the “
Corporation ”), and [
] (the “ Grantee ”) evidences the incentive
stock option (the “Option” ) granted by the
Corporation to the Grantee as to the number of shares of the
Corporation’s Common Stock as set forth below.
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| Number of Shares of Common Stock
: 1 |
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[
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Award
Date: |
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[
], 20[ ] |
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| Exercise Price per Share: 1 |
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$ |
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[
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Expiration Date: 1,2 |
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[
], 20[ ] |
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Vesting 1 ,2
The Option shall vest and
become exercisable as to 25% of the total number of shares of
Common Stock subject to the Option on the first anniversary of the
Award Date. The remaining 75% of the total number of shares of
Common Stock subject to the Option shall vest and become
exercisable in 36 substantially equal monthly installments, with
the first installment vesting on the last day of the month
following the month in which the first anniversary of the Award
Date occurs and an additional installment vesting on the last day
of each of the 35 consecutive months
thereafter.
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The Option is granted under
the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “
Plan ”) and subject to the Terms and Conditions of
Non-Executive Employee Incentive Stock Option (the “
Terms ”) both of which are attached to this Option
Agreement and are incorporated herein by this reference. The Option
has been granted to the Grantee in addition to, and not in lieu of,
any other form of compensation otherwise payable or to be paid to
the Grantee. Capitalized terms are defined in the Plan if not
defined herein. The parties agree to the terms of the Option set
forth herein. The Grantee acknowledges receipt of a copy of the
Terms, the Plan and the Prospectus for the Plan.
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| “GRANTEE” |
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NTN BUZZTIME, INC.,
a Delaware corporation
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| Signature |
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By: |
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Print Name: |
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Name |
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Title: |
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1
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Subject to adjustment under Section 7.1 of the
Plan.
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2
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Subject to early termination under Section 4 of the Terms
and Section 7.4 of the Plan
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TERMS AND CONDITIONS OF
NON-EXECUTIVE EMPLOYEE INCENTIVE STOCK OPTION
| 1. |
Vesting; Limits on Exercise . |
The Option shall vest and
become exercisable in percentage installments of the aggregate
number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to
the extent the Option is vested and exercisable.
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Cumulative
Exercisability . To the extent that the Option is vested and
exercisable, the Grantee has the right to exercise the Option (to
the extent not previously exercised), and such right shall
continue, until the expiration or earlier termination of the
Option.
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No
Fractional Shares . Fractional share interests shall be
disregarded, but may be cumulated.
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•
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Minimum Exercise . No
fewer than 100 1 shares of Common Stock may be purchased at any one time, unless
the number purchased is the total number at the time exercisable
under the Option.
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ISO Value
Limit . If the aggregate fair market value of the shares with
respect to which ISOs (whether granted under the Option or
otherwise) first become exercisable by the Grantee in any calendar
year exceeds $100,000, as measured on the applicable Award Dates,
the limitations of Section 5.1.2 of the Plan shall apply and
to such extent the Option will be rendered a nonqualified stock
option.
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| 2. |
Continuance of Employment/Service Required; No
Employment/Service Commitment . |
The vesting schedule requires
continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of
the Option and the rights and benefits under this Option Agreement.
Employment or service for only a portion of the vesting period,
even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided in Section 4 below or under the
Plan.
Nothing contained in this
Option Agreement or the Plan constitutes a continued employment or
service commitment by the Corporation or any of its Subsidiaries,
affects the Grantee’s status, if he or she is an employee, as
an employee “at will” who is subject to termination
without cause, confers upon the Grantee any right to remain
employed by or in service to the Corporation or any Subsidiary,
interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or service, or
affects the right of the Corporation or any Subsidiary to increase
or decrease the Grantee’s other compensation.
| 3. |
Method of Exercise of Option . |
The Option shall be
exercisable by the delivery to the Secretary of the Corporation (or
such other person as the Administrator may require pursuant to such
administrative exercise procedures as the Administrator may
implement from time to time) of:
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a written
notice stating the number of shares of Common Stock to be purchased
pursuant to the Option or by the completion of such other
administrative exercise procedures as the Committee may require
from time to time,
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1
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