Exhibit 4.3
GENERAL RELEASE
---------------
1. Parties. The parties to this General Release ("Release") are NTN
Communications, Inc. ("Company") and Ronald E. Hogan, an individual ("R.
Hogan").
2. Background and Consideration. Company and R. Hogan entered into a
----------------------------
Resignation and General Release Agreement (the "Agreement") pursuant to which
Company agreed, inter alia, to execute and deliver this Release to R. Hogan.
----------
In consideration of the promises made herein and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereby agree as set forth below.
3. General Release. Except as to Company's rights under the Agreement,
---------------
Company for itself, its employees, agents, attorneys, joint venturers,
successors and assigns, hereby discharges and releases R. Hogan and his
employees, agents, joint venturers, successors and assigns from any and all
claims, damages, actions, judgments, obligations, attorneys' fees, indemnities,
subrogation, duties, demands, controversies and liabilities of every nature, at
law or in equity, known or unknown, matured or unmatured, foreseeable or
unforeseeable which Company now has, ever had, or may have, against R. Hogan by
reason of any matter whatsoever occurring or existing up to the date of this
Release, and except insofar as may be necessary for Company to enforce its
rights pursuant to the Agreement. Company hereby covenants with R. Hogan that
it will forever refrain from instituting, pursuing, or in any way aiding any
claim or demand arising out of, in any way related to, or hereafter to arise out
of, any matters hereinbefore referred to and that this Release may be pleaded as
a full and complete defense to any claim, demand, action or other proceeding
which may be brought by, or on behalf of, Company against R. Hogan.
4. Unknown Claims. It is understood and agreed that this Release extends
--------------
to all claims of every nature and kind whatsoever, known or unknown, suspected
or unsuspected, and all rights under Section 1542 of the California Civil Code
are hereby expressly waived.
Section 1542 of the California Civil Code, referred to above, reads as
follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
5. Enforcement of Release. If any action at law or in equity, including
----------------------
an action for declaratory or injunctive relief, is brought to enforce or
interpret the provisions of this Release, the prevailing party shall be entitled
to costs in bringing and prosecuting said action, including a reasonable amount
for attorneys' fees.
1.
6. Governing Law. California law will govern this Release.
-------------
IN WITNESS WHEREOF, the undersigned have hereunto affixed our signatures
this _____ day of February 1997.
NTN COMMUNICATIONS, INC.
By: _____________________________
_________________________________
RONALD E. HOGAN
2.
SETTLEMENT TERMS
----------------
RON HOGAN (Complete Termination)
- ---------
1. Pay out 3 year term of contract over 36 months ($14,204.24 per month in
1997, $16,121.81 in 1998 and $18,298.26 in 1999) (based on raises of 13-
1/2% per year).
2. Pay out accrued vacation of $134,475.39 over 18 months @ $7,470.86.
3. Pay out lump sum of $138,729.00 for deferred compensation.
4. Provide medical insurance - 3 years.
5. Provide life insurance - 3 years.
6. Return the following options to NTN for cancellation:
No. of Shares Exercise Price Expiration Date
------------- -------------- ---------------
30,000 $7.250 8/11/98
20,000 $3.500 11/4/06
120,000 $7.250 8/11/98
50,000 $5.750 4/1/99
25,000 $6.375 7/5/01
7. Vest and extend the following options and warrants:
From To
---- --
90,000 options @ $4.75 1/15/98 1/15/03
73,000 options @ $4.75 1/15/98 1/15/03
200,000 warrants @ $2.00 6/15/97 6/15/02
8. Keep intact and vest the following options:
No. of Shares Exercise Price Expiration Date
------------- -------------- ---------------
50,000 $4.50 8/04/02
9. Forgive tax note $445,383.97
10. Mutual release.
3.