Exhibit
10.8


 


September 8,
2003


 


Charlie McCullough


 


Dear Charlie:


 


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 Senior Vice President of Engineering of the Company in San
Francisco.  You will report to Thomas
Layton, Chief Executive Officer.  By
signing this letter 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
$210,000.00 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 2,415,000 shares of the Company’s
Common Stock (equal to approximately 1.15% of the 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
2003 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.


 


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contrary representations which may have been made to you are superseded by this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 Layton

  
	
   

  	
   

  	
  Thomas Layton

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


 


I
have read and accept this employment offer:


 


 


	
  /s/ Charlie McCullough

  	
   

  
	
  Signature of Charlie McCullough

  	
   

  
	
  Dated: September 8, 2003

  	
   

  



 


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