Exhibit 10.5


 


June 9,
2005


 


Matt Roberts


 


Dear Matt:


 


OpenTable, Inc.
(the “Company”) is pleased to offer you employment on the following terms:


 


I.                                       Position.  You will
serve in a regular, full-time capacity as Chief Financial Officer of the
Company in San Francisco.  You will
report to Thomas Layton, Chief Executive Officer.  By signing this letter of agreement, you
represent and warrant to the Company that you are under no contractual
commitments inconsistent with your obligations to the Company.


 


II.                                   Salary.  You will be
paid an annual salary of $215,000.00 in semi-monthly installments in accordance
with the Company’s standard payroll practices for salaried employees.  Your compensation will be subject to
adjustment pursuant to the Company’s employee compensation policies in effect
from time to time.


 


III.                               Stock Options. 
Subject to the approval of the Company’s Board of Directors or its
Compensation Committee, you will be granted an option to purchase 2,520,000
shares of the Company’s Common Stock (equal to approximately 1% of the
currently fully-diluted, outstanding shares) with an exercise price equal to
the fair market value of the Company’s Common Stock on the later of the grant
date or the day you begin employment. 
The option will be subject to the terms and conditions applicable to
options granted under the Company’s 2005 Stock Plan, as described in that Plan
and the applicable stock option agreement. 
You will vest in 25% of the option shares after 12 months of service,
and the balance will vest in monthly installments over the next 36 months of
service, as described in the applicable stock option agreement.  In the event of a change of control, as
further described in the applicable stock option agreement, the Company’s right
of repurchase shall immediately lapse with respect to 25% of the remaining
unvested shares subject to this option, which shares shall immediately vest and
become exercisable.  Further, if, within
six (6) months of such change of control, the Employee is terminated or
constructively terminated, with “constructive termination” defined as one or
more of the following: (a) the Employee is required to relocate more than
seventy-five (75) miles to continue his or her employment; (b) the
Employee’s responsibilities and duties are materially reduced; or (c) the
Employee’s overall non-equity compensation is materially reduced, the right of
repurchase shall immediately lapse with respect to an additional 25% of the
remaining unvested shares subject to this option.


 


IV.                               Proprietary Information and Inventions Agreement.  Like all Company employees, you will be
required, as a condition to your employment with the Company, to sign the
Company’s standard Proprietary Information and Inventions Agreement, a copy of
which is attached hereto as Exhibit A.


 

















 


V.                                   Period of Employment. 
Your employment with the Company will be “at will,” meaning that either
you or the Company will be entitled to terminate your employment at any time
and for any reason, with or without cause. 
Any contrary representations which may have been made to you are
superseded by this offer.  This is the
full and complete agreement between you and the Company on this term.  Although your job duties, title, compensation
and benefits, as well as the Company’s personnel policies and procedures, may
change from time to time, the “at will” nature of your employment may only be
changed in an express written agreement signed by you and a duly authorized
officer of the Company.


 


VI.                               Outside Activities. 
While you render services to the Company, you will not engage in any
other gainful employment, business or activity without the written consent of
the Company.  While you render services
to the Company, you also will not assist any person or organization in
competing with the Company, in preparing to compete with the Company or in
hiring any employees of the Company.


 


VII.                           Withholding Taxes. 
All forms of compensation referred to in this letter are subject to
reduction to reflect applicable withholding and payroll taxes.


 


VIII.                       Entire Agreement. This letter and the Exhibit attached
hereto contain all of the terms of your employment with the Company and
supersede any prior understandings or agreements, whether oral or written,
between you and the Company.


 


IX.                              Amendment and Governing Law. 
This letter agreement may not be amended or modified except by an
express written agreement signed by you and a duly authorized officer of the
Company.  The terms of this letter
agreement and the resolution of any disputes will be governed by California
law.


 


We hope that you find the foregoing terms acceptable.  You may indicate your agreement with these
terms and accept this offer by signing and dating both the enclosed duplicate
original of this letter and the enclosed Proprietary Information and Inventions
Agreement and returning them to me.  As
required by law, your employment with the Company is also contingent upon your
providing legal proof of your identity and authorization to work in the United
States.  If you have any questions,
please call me at 415.344.4200.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  OPENTABLE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Thomas H. Layton

  
	
   

  	
   

  	
  Thomas H. Layton

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


 


I have read
and accept this employment offer:


 


	
  /s/ Matt
  Roberts

  	
   

  
	
  Signature of
  Matt Roberts

  	
   

  
	
  Dated:
  June 16, 2005

  	
   

  



 


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