Common use of Stock Option Grants Clause in Contracts

Stock Option Grants. Subject to this Section 2.3, the Company will grant to the Executive an initial option (the “Initial Option”) to purchase 1,750,000 shares of the Company’s common stock, $0.005 par value per share (“Common Stock”). The exercise price per share for the Initial Option will be equal to the fair market value of a share of the Common Stock on the date the Initial Option is granted. In addition, subject to Executive's continuing employment on such dates and approval, in each case, by the compensation committee of the Company's board of directors, (i) the Company will grant to the Executive on or about the first anniversary date of the Effective Date an option (the “Anniversary Option”) to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “Options”. The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of the Common Stock on the date such Option is granted. Each of the Options will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. Each of the Options will vest in forty-eight (48) substantially equal monthly installments over the four-year period following the date of grant. The vesting of each installment of each of the Options will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of each of the Options will be ten (10) years from the date of grant thereof, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. The Anniversary Option, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence such Option.

Stock Option Grants. Subject to this Section 2.3, the Company will The Corporation shall grant to the Executive an initial option (the “Initial Option”) Executive, options to purchase 1,750,000 an aggregate of 25,000 shares of the Company’s common stock, $0.005 par value $0.001 per share (“"Common Stock”"). The exercise price per share for the Initial Option will be equal to the fair market value of a share , of the Common Stock on the date the Initial Option is granted. In additionCorporation, subject to Executive's continuing employment on such dates which Options shall be restricted and approvalnon-transferable, as set forth in each case, by the compensation committee of the Company's board of directorsAmended and Restated Stock Option and Stock Award Plan (the "Stock Option Plan") and, (i) the Company will grant to the extent that Executive on or about is employed by the first anniversary date of the Effective Date an option (the “Anniversary Option”) to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “Options”. The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of the Common Stock Corporation on the date such Option is granted. Each following vesting dates, the Options shall vest as follows: 6,250 of the Options will be intended to qualify shall vest on the Grant Date as an “incentive stock option” within defined in the meaning of Section 422 of the Internal Revenue Code of 1986Stock Option Agreement, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. Each 6,250 of the Options will shall vest in forty-eight (48) substantially equal monthly installments over the four-year period 12 months following the date of grant. The vesting of each installment of each Grant Date as defined in the Stock Option Agreement, 6,250 of the Options will occur only if such vesting date occurs during shall vest 24 months following the Executive’s continued employment by Grant Date as defined in the Company through the respective vesting date. The maximum term of each Stock Option Agreement, and 6,250 of the Options will shall vest 36 months following the Grant Date as defined in the Stock Option Agreement. The term of the Options shall be for a period of ten (10) years from following the date of the grant thereof, subject to earlier termination upon the termination of the Executive’s employment with Options hereunder and the Company, a change in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and Options shall be subject to such further other terms and conditions not inconsistent with the terms of this Agreement as are set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options (the “Stock Option Agreement”). The Option Agreement shall be , in substantially the form attached hereto as Exhibit C. The Anniversary OptionA, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into executed by the Company and the Executive, the Stock Option Plan and as determined by the Board of Directors or any committee thereof. The Options shall be incentive stock options to the extent permitted by law in each year and, with respect to vested options, shall be exerciseable for a period of 90 days following termination of employment; and the remaining options shall be non-qualified stock options ("NQSOs") which shall be exerciseable for a period of one year following termination of employment. The Executive shall not be entitled to evidence such Optionany rights with respect to the shares of Common Stock underlying the Options, including the right to vote or receive dividends or distributions with respect to any of the shares of Common Stock underlying the Options.

Stock Option Grants. Subject to this Section 2.32.3 and board compensation committee approval, the Company will grant to the Executive an initial option (the “Initial Option”) to purchase 1,750,000 750,000 shares of the Company’s common stock, $0.005 par value per share (“Common Stock”). The exercise price per share for the Initial Option will be equal to the fair market value of a share of the Common Stock on the date the Initial Option is granted. In addition, subject to Executive's continuing employment on such dates and approval, in each case, by the compensation committee of the Company's board of directors, (i) the Company will grant to the Executive on or about the first anniversary date of the Effective Date an option (the “Anniversary Option”) to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “Options”. The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of the Common Stock on the date such Option is granted. Each of the Options will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. Each The Initial Option shall become vested as to 25% of the Options will vest total number of shares of Common Stock on the first anniversary of the Award Date. The remaining 75% of the total number of shares of Common Stock shall become vested in forty-eight (48) 36 substantially equal monthly installments over installments, with the four-year period first installment vesting on the last day of the month following the date month in which the first anniversary of grantthe Award Date occurs and an additional installment vesting on the last day of each of the 35 consecutive months thereafter. The vesting of each installment of each of the Options Initial Option will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of each of the Initial Options will be ten (10) years from the date of grant thereof, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options Option (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. The Anniversary Option, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence such Option.C.

Stock Option Grants. Subject to this Section 2.3, the Company will grant to the Executive an initial option (the “"Initial Option”") to purchase 1,750,000 shares of the Company’s 's common stock, $0.005 par value per share (“"Common Stock”"). The exercise price per share for the Initial Option will be equal to the fair market value of a share of the Common Stock on the date the Initial Option is granted. In addition, subject to Executive's continuing employment on such dates and approval, in each case, by the compensation committee of the Company's board of directors, (i) the Company will grant to the Executive on or about the first anniversary date of the Effective Date an option (the “"Anniversary Option”") to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “"Options”". The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of the Common Stock on the date such Option is granted. Each of the Options will be intended to qualify as an “"incentive stock option” " within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"), to the maximum extent possible within the limitations of the Code. . Each of the Options will vest Option shall become vested as to 25% of the total number of shares of Common Stock on the first anniversary of the Award Date. The remaining 75% of the total number of shares of Common Stock shall become vested in forty-eight (48) 36 substantially equal monthly installments over installments, with the four-year period first installment vesting on the last day of the month following the date month in which the first anniversary of grantthe Award Date occurs and an additional installment vesting on the last day of each of the 35 consecutive months thereafter. The vesting of each installment of each of the Options will occur only if such vesting date occurs during the Executive’s 's continued employment by the Company through the respective vesting date. The maximum term of each of the Options will be ten (10) years from the date of grant thereof, subject to earlier termination upon the termination of the Executive’s 's employment with the Company, a change in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 2010 Performance Incentive Plan (the “"Plan”"), a copy of which has been provided to the Executive, and shall be contingent upon Shareholder approval of the Plan and subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options (the “"Option Agreement”"). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. The Anniversary Option, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence such Option. Upon the occurrence of a Change in Control, 50% of the then unvested portion of the Options shall accelerate and the remaining portion of unvested Options may be accelerated by the Board, in its discretion. For purposes hereof, a "Change in Control" means any of the following transactions if approved by the Board of Directors: (i) the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company, such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (ii) consummation of the sale or disposition by the Company of all or substantially all of the Company's assets.

Stock Option Grants. Subject to this Section 2.3, the Company will grant to the Executive an initial option (the “Initial Option”) to purchase 1,750,000 shares of the Company’s common stock, $0.005 par value per share (“Common Stock”). The exercise price per share for the Initial Option will be equal to the fair market value of a share of the Common Stock on the date the Initial Option is granted. In addition, subject to Executive's continuing employment on such dates and approval, in each case, by the compensation committee of the Company's board of directors, (i) the Company will grant to the Executive on or about the first anniversary date of the Effective Date an option (the “Anniversary Option”) to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “Options”. The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of the Common Stock on the date such Option is granted. Each of the Options will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. . Each of the Options will vest Option shall become vested as to 25% of the total number of shares of Common Stock on the first anniversary of the Award Date. The remaining 75% of the total number of shares of Common Stock shall become vested in forty-eight (48) 36 substantially equal monthly installments over installments, with the four-year period first installment vesting on the last day of the month following the date month in which the first anniversary of grantthe Award Date occurs and an additional installment vesting on the last day of each of the 35 consecutive months thereafter. The vesting of each installment of each of the Options will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of each of the Options will be ten (10) years from the date of grant thereof, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 2010 Performance Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be contingent upon Shareholder approval of the Plan and subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. The Anniversary Option, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence such Option.

Stock Option Grants. Subject to this Section 2.3On the Effective Date, the Company will shall grant Executive a stock option to the Executive an initial option purchase 1,500,000 shares (the “"Initial Option”") to purchase 1,750,000 shares of the Company’s 's common stock, $0.005 par value $.001 per share (“the "Common Stock”"). The Initial Option shall be granted under and be subject to the terms of the Company's 2000 Stock Option Plan, as amended (the "2000 Plan"). The Initial Option shall be an incentive stock option to the maximum extent allowable under applicable law. The exercise price per share for the Initial Option will shall be the fair market value of the Common Stock on the Effective Date. The Initial Option shall vest as follows: 25% of the shares shall vest and be exercisable on the one year anniversary date of this Agreement and the remaining shares shall vest monthly in equal increments over the next 36 months. In addition, subject to stockholder approval at the annual meeting of the Company's stockholders anticipated to be held in May 2005 of an increase in the authorized number of shares reserved under the 2000 Plan or stockholder approval at such meeting for implementation of a restricted stock plan, the Compensation Committee shall at its sole discretion either: (a) grant Executive an option to purchase an additional 1,500,000 shares of Common Stock at an exercise price equal to the fair market value of a share of the Common Stock on the date the Initial Option is grantedCompany obtains such stockholder approval of the share reserve under the 2000 Plan; or (b) issue to Executive a number of shares of restricted Common Stock equal to the value of the option grant in subclause (a). In addition, subject If the Board elects to issue restricted stock to Executive's continuing employment , the minimum number of shares to be issued to Executive shall be 750,000. This additional compensatory equity grant, whether a stock option or restricted stock grant, shall vest over a four year period, 25% vesting on such dates the one year anniversary of the Effective Date and approvalthe remainder vesting monthly over three years. Solely in the event the stockholders do not approve either an increase in the share reserve under the 2000 Plan or implementation of a restricted stock plan, in each casethen the Compensation Committee shall cause to be issued on January 1, by the compensation committee 2006, a stock option to purchase 1,500,000 shares of the Company's board of directors, (i) the Company will grant to the Executive on or about the first anniversary date of the Effective Date common stock at an option (the “Anniversary Option”) to purchase 500,000 shares of Common Stock. The Initial Option and the Anniversary Option are collectively referred to as the “Options”. The exercise price per share for the Anniversary Option will be equal to the fair market value of a share of closing price for the Common Stock on the immediately preceding trading date such and vesting 25% as of January 1, 2006, the remainder vesting monthly over three years. This option grant, or the option or restricted stock grant set out in the preceding paragraph, is referred to as the "Subsequent Grant." If the Company elects to fail to renew the contract in accordance with Section 3 or otherwise terminates this Agreement without Cause (as defined in Section 7.7) at any time, the Subsequent Grant (if it has not already been made as provided above) shall nonetheless be issued even if the Company chooses to terminate this Agreement without Cause effective December 31, 2005 or at any time, and all options (or restricted stock, as the case may be) under the Initial Option is granted. Each grant and Subsequent Grant shall accelerate vest effective December 31, 2005 (for the portion of the Options will be intended options granted as of that date for failure to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. Each of the Options will vest in forty-eight (48renew this Agreement or otherwise terminate this Agreement) substantially equal monthly installments over the four-year period following and/or the date of granttermination of this Agreement. The vesting If, on or after a Change of each installment Control (as defined herein), Executive's employment with the Company terminates due to an involuntary termination of each of the Options will occur only if such vesting date occurs during the Executive’s continued employment Executive by the Company through the respective vesting date. The maximum term of each of the Options will be ten other than for "Cause" (10as defined in Section 7.7) years from the date of grant thereof, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change or by Executive for "Good Reason" (as defined in control of the Company and similar events. The Initial Option shall be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”Section 7.7), a copy then all of which has been provided Executive's Company stock options or restricted stock grants shall immediately accelerate and become fully vested and exercisable immediately prior to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence the Options (the “Option Agreement”). The Option Agreement shall be in substantially the form attached hereto as Exhibit C. The Anniversary Option, if any, will be granted under the Company's equity incentive plan(s) as then in effect and shall be subject to the terms and conditions Change of such plan(s) and to such further terms and conditions as set forth in a written stock option agreement to be entered into by the Company and the Executive to evidence such OptionControl.