Exhibit
10.11


 


OPENTABLE,
INC.


 


Independent
Director Equity Compensation Policy


 


1.             General.  This Independent
Director Equity Compensation Policy (the “Policy”) has been adopted by
the Board of Directors (the “Board”) of OpenTable, Inc., a Delaware
corporation (the “Company”), effective as of                      ,
2009 to provide for the automatic grant of equity-based awards to members of
the Board who are not employees of the Company (collectively, the “Independent
Directors”), under the OpenTable, Inc. 2009 Equity Incentive Award
Plan, as amended from time to time (the “Plan”).  Capitalized but undefined terms used herein
shall have the meanings ascribed to them in the Plan.


 


2.             Board Authority. 
Pursuant to Section 12 of the Plan, the Board is responsible for
adopting a written policy for the grant of Awards under the Plan to Independent
Directors, which policy is to specify, with respect to any such Awards, the
type of Award(s) to be granted to Independent Directors, the number of shares
of Common Stock to be subject to Independent Director Awards, the conditions on
which such Awards shall be granted, become exercisable and/or payable and
expire, and such other terms and conditions as the Board determines in its
discretion.


 


3.             Initial Option Grants to Independent
Directors.  Each person who is initially elected to the
Board as an Independent Director shall be granted, automatically and without
necessity of any action by the Board or any committee thereof, on the date of
such initial election a Non-Qualified Stock Option to purchase thirty-two
thousand (32,000) shares of Common Stock (subject to adjustment as provided in Section 14.2
of the Plan) (“Initial Director Options”).  Notwithstanding the foregoing, members of the
Board who are employees of the Company and who subsequently terminate
employment with the Company and remain members of the Board shall not receive
Initial Director Options.


 


4.             Subsequent Option Grants to Independent
Directors.  Each person who is an Independent Director
immediately following an annual meeting of stockholders (provided that, on such date, he or she
shall have served on the Board for at least six (6) months prior to the
date of such annual meeting) shall be granted, automatically and without
necessity of any action by the Board or any committee thereof, on the date of
such annual meeting a Non-Qualified Stock Option to purchase ten thousand eight
hundred (10,800) shares of Common Stock (subject to adjustment as provided in Section 14.2
of the Plan) (“Annual Director Options”).  Members of the Board who are employees of the
Company and who subsequently terminate employment with the Company and remain
on the Board, to the extent that they are otherwise eligible, shall receive,
after termination of employment with the Company, Annual Director Options
pursuant to this Section 4 (with the date of his or her termination of
employment being deemed to be his or her date of initial election to the
Board).  Notwithstanding the foregoing,
Directors Dell, Gurley and Layton shall not receive an Annual Director Option
grant until the 2011 annual meeting of stockholders.


 


5.             Terms and Conditions. 
Except as otherwise provided in this Policy, the Options granted to Independent
Directors pursuant to this Policy shall be subject to the terms and 


 

















 


conditions applicable generally to Options granted under the Plan and the
agreement evidencing the grant.


 


(a)           The exercise price per share of Common
Stock subject to each Option granted to an Independent Director hereunder shall
be equal to 100% of the Fair Market Value of a share of Common Stock on the
date the Option is granted.


 


(b)           Each Initial Director Option shall vest
and become exercisable with respect to twenty-five percent (25%) of the shares
of Common Stock subject to the Initial Director Option on each anniversary of
the date of grant, such that it shall be fully vested and exercisable with
respect to one hundred percent (100%) of the shares of Common Stock subject
thereto on the fourth anniversary of the date of grant.


 


(c)           Each Annual Director Option shall vest
and become exercisable with respect to one hundred percent (100%) of the shares
of Common Stock subject to the Annual Director Option on the first anniversary
of the date of grant.


 


(d)           Options granted pursuant to this Policy
shall automatically vest in full and become exercisable immediately prior to a
Change in Control.


 


6.             Incorporation of the Plan. 
All applicable terms of the Plan apply to this Policy as if fully set
forth herein, and all grants of Options hereby are subject in all respect to
the terms of the Plan.


 


7.             Written Grant Agreement; Authority. 
The grant of any Option under this Policy shall be made solely by and
subject to the terms set forth in a written agreement in a form to be approved
by the Board and duly executed by the Independent Director and an officer of
the Company designated for such purpose by the Board from time to time.  The officer(s) so designated by the Board
shall be authorized to take all actions and execute all documents as necessary
or desirable to implement the provisions of this Policy, without further action
or authorization from the Board.


 


8.             Policy Subject to Amendment, Modification
and Termination.  This Policy may be amended, modified or
terminated by the Board in the future at its sole discretion.  No Independent Director shall have any rights
hereunder unless and until an Award is actually granted.  Without limiting the generality of the
foregoing, the Board hereby expressly reserves the authority to terminate this
Policy during any year up and until the election of directors at a given annual
meeting of stockholders.


 


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