Exhibit 10.1


 


OPENTABLE, INC.




 


1999 STOCK PLAN




 


ADOPTED ON MARCH 5, 1999


(AMENDED AND RESTATED DECEMBER 15, 1999, DECEMBER
30, 2002, DECEMBER 9, 2004, AUGUST 9, 2005, DECEMBER 30, 2005, JULY 13, 2006
AND MARCH 27, 2008)


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page No.

  
	
   

  	
   

  
	
  SECTION 1. ESTABLISHMENT AND PURPOSE

  	
  1

  
	
   

  	
   

  
	
  SECTION 2. ADMINISTRATION

  	
  1

  
	
   

  	
   

  
	
  (a)  Committees of the Board of Directors

  	
  1

  
	
  (b)  Authority of the Board of Directors

  	
  1

  
	
   

  	
   

  
	
  SECTION 3. ELIGIBILITY

  	
  1

  
	
   

  	
   

  
	
  (a)  General Rule

  	
  1

  
	
  (b)  Ten-Percent Stockholders

  	
  1

  
	
   

  	
   

  
	
  SECTION 4. STOCK SUBJECT TO PLAN

  	
  1

  
	
   

  	
   

  
	
  (a)  Basic Limitation

  	
  1

  
	
  (b)  Additional Shares

  	
  2

  
	
   

  	
   

  
	
  SECTION 5. TERMS AND CONDITIONS OF
  AWARDS OR SALES

  	
  2

  
	
   

  	
   

  
	
  (a)  Stock Purchase Agreement

  	
  2

  
	
  (b)  Duration of Offers and Nontransferability of Rights

  	
  2

  
	
  (c)  Purchase Price

  	
  2

  
	
  (d)  Withholding Taxes

  	
  2

  
	
  (e)  Restrictions on Transfer of Shares and Minimum Vesting

  	
  2

  
	
  (f)  Accelerated Vesting

  	
  2

  
	
   

  	
   

  
	
  SECTION 6. TERMS AND CONDITIONS OF
  OPTIONS

  	
  3

  
	
   

  	
   

  
	
  (a)  Stock Option Agreement

  	
  3

  
	
  (b)  Number of Shares

  	
  3

  
	
  (c)  Exercise Price

  	
  3

  
	
  (d)  Withholding Taxes

  	
  3

  
	
  (e)  Exercisability

  	
  3

  
	
  (f)  Accelerated Exercisability

  	
  3

  
	
  (g)  Basic Term

  	
  4

  
	
  (h)  Nontransferability

  	
  4

  
	
  (i)  Termination of Service (Except by Death)

  	
  4

  
	
  (j)  Leaves of Absence

  	
  4

  
	
  (k)  Death of Optionee

  	
  4

  
	
  (l)  No Rights as a Stockholder

  	
  5

  
	
  (m)  Modification, Extension and Assumption of Options

  	
  5

  
	
  (n)  Restrictions on Transfer of Shares and Minimum Vesting

  	
  5

  
	
  (o)  Accelerated Vesting

  	
  5

  



 


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  SECTION 7. PAYMENT FOR SHARES

  	
  5

  
	
   

  	
   

  
	
  (a)  General Rule

  	
  5

  
	
  (b)  Surrender of Stock

  	
  6

  
	
  (c)  Services Rendered

  	
  6

  
	
  (d)  Promissory Note

  	
  6

  
	
  (e)  Exercise/Sale

  	
  6

  
	
  (f)  Exercise/Pledge

  	
  6

  
	
   

  	
   

  
	
  SECTION 8. ADJUSTMENT OF SHARES

  	
  6

  
	
   

  	
   

  
	
  (a)  General

  	
  6

  
	
  (b)  Mergers and Consolidations

  	
  7

  
	
  (c)  Reservation of Rights

  	
  7

  
	
   

  	
   

  
	
  SECTION 9. SECURITIES LAW REQUIREMENTS

  	
  7

  
	
   

  	
   

  
	
  (a)  General

  	
  7

  
	
  (b)  Financial Reports

  	
  7

  
	
   

  	
   

  
	
  SECTION 10. NO RETENTION RIGHTS

  	
  7

  
	
   

  	
   

  
	
  SECTION 11. DURATION AND AMENDMENTS

  	
  8

  
	
   

  	
   

  
	
  (a)  Term of the Plan

  	
  8

  
	
  (b)  Right to Amend or Terminate the Plan

  	
  8

  
	
  (c)  Effect of Amendment or Termination

  	
  8

  
	
   

  	
   

  
	
  SECTION 12. DEFINITIONS

  	
  8

  



 


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OPENTABLE, INC. 1999 STOCK PLAN


 


SECTION 1. 
ESTABLISHMENT AND PURPOSE.


 


The purpose of the
Plan is to offer selected individuals an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, by
purchasing Shares of the Company’s Stock. 
The Plan provides both for the direct award or sale of Shares and for
the grant of Options to purchase Shares.  Options granted under the Plan may include
Nonstatutory Options as well as ISOs intended to qualify under Section 422
of the Code.


 


Capitalized terms
are defined in Section 12.


 


SECTION 2. 
ADMINISTRATION.


 


(a)                                 Committees of the Board of Directors.  The Plan may be administered by one or more
Committees.  Each Committee shall consist
of one or more members of the Board of Directors who have been appointed by the
Board of Directors.  Each Committee shall
have such authority and be responsible for such functions as the Board of Directors
has assigned to it.  If no Committee has
been appointed, the entire Board of Directors shall administer the Plan.  Any reference to the Board of Directors in
the Plan shall be construed as a reference to the Committee (if any) to whom
the Board of Directors has assigned a particular function.


 


(b)                                Authority of the Board of Directors.  Subject to the provisions of the Plan, the
Board of Directors shall have full authority and discretion to take any actions
it deems necessary or advisable for the administration of the Plan.  All decisions, interpretations and other
actions of the Board of Directors shall be final and binding on all Purchasers,
all Optionees and all persons deriving their rights from a Purchaser or
Optionee.


 


SECTION 3. 
ELIGIBILITY.


 


(a)                                 General Rule.  Only
Employees, Outside Directors and Consultants shall be eligible for the grant of
Options or the direct award or sale of Shares. 
Only Employees shall be eligible for the grant of ISOs.


 


(b)                                Ten-Percent Stockholders. 
An individual who owns more than 10% of the total combined voting power
of all classes of outstanding stock of the Company, its Parent or any of its
Subsidiaries shall not, in the case of an ISO, be eligible for designation as
an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of
the Fair Market Value of a Share on the date of grant and (ii) such ISO by
its terms is not exercisable after the expiration of five years from the date
of grant.  For purposes of this
Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.


 


SECTION 4. 
STOCK SUBJECT TO PLAN.


 


(a)                                 Basic Limitation. 
Shares offered under the Plan may be authorized but unissued Shares or
treasury Shares.  The aggregate number of
Shares that may be issued under the Plan


 

















 


(upon exercise of Options or other rights to acquire
Shares) shall not exceed 97,580,023 Shares, subject to Subsection (b) below
and Section 8.  All of these Shares
may be issued upon the exercise of ISOs. 
The number of Shares that are subject to Options or other rights
outstanding at any time under the Plan shall not exceed the number of Shares
that then remain available for issuance under the Plan.  The Company, during the term of the Plan, shall
at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.


 


(b)                                Additional Shares.  In
the event that any outstanding Option or other right for any reason expires or
is canceled or otherwise terminated, the Shares allocable to the unexercised
portion of such Option or other right shall again be available for the purposes
of the Plan.  In the event that Shares
issued under the Plan are reacquired by the Company, such Shares shall again be
available for the purposes of the Plan.


 


SECTION 5. 
TERMS AND CONDITIONS OF AWARDS OR SALES.


 


(a)                                 Stock Purchase Agreement. 
Each award or sale of Shares under the Plan (other than upon exercise of
an Option) shall be evidenced by a Stock Purchase Agreement between the
Purchaser and the Company.  Such award or
sale shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors deems appropriate for inclusion
in a Stock Purchase Agreement.  The
provisions of the various Stock Purchase Agreements entered into under the Plan
need not be identical.


 


(b)                                Duration of Offers and Nontransferability of Rights.  Any right to acquire Shares under the Plan
(other than an Option) shall automatically expire if not exercised by the
Purchaser within 30 days after the grant of such right was communicated to the
Purchaser by the Company.  Such right
shall not be transferable and shall be exercisable only by the Purchaser to
whom such right was granted.


 


(c)                                 Purchase Price.  The
Purchase Price of Shares to be offered under the Plan shall not be less than
par value.  Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion.  The Purchase Price
shall be payable in a form described in Section 7.


 


(d)                                Withholding Taxes.  As
a condition to the purchase of Shares, the Purchaser shall make such
arrangements as the Board of Directors may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with such purchase.


 


(e)                                 Restrictions on Transfer of Shares and Minimum Vesting.  Any Shares awarded or sold under the Plan
shall be subject to such special forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Board of
Directors may determine.  Such
restrictions shall be set forth in the applicable Stock Purchase Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.


 


(f)                                   Accelerated Vesting. 
Unless the applicable Stock Purchase Agreement provides otherwise, any
right to repurchase a Purchaser’s Shares at the original Purchase Price (if
any) upon termination of the Purchaser’s Service shall lapse and all of such
Shares shall become


 


2

















 


vested if (i) the Company is subject to a Change
in Control before the Purchaser’s Service terminates and (ii) the
repurchase right is not assigned to the entity that employs the Purchaser
immediately after the Change in Control or to its parent or subsidiary.  In addition, if the Company is subject to a
Change in Control, the repurchase right shall lapse with respect to that percentage
of the Shares as equals (a) (i) six months plus (ii) the number
of complete months Purchaser has provided continuous Service to the Company;
divided by (b) the total number of months of the original vesting schedule
for the Shares.


 


SECTION 6. 
TERMS AND CONDITIONS OF OPTIONS.


 


(a)                                 Stock Option Agreement. 
Each grant of an Option under the Plan shall be evidenced by a Stock
Option Agreement between the Optionee and the Company.  Such Option shall -be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Option Agreement.  The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.


 


(b)                                Number of Shares. 
Each Stock Option Agreement shall specify the number of Shares that are
subject to the Option and shall provide for the adjustment of such number in
accordance with Section 8.  The
Stock Option Agreement shall also specify whether the Option is an ISO or a
Nonstatutory Option.


 


(c)                                 Exercise Price.  Each
Stock Option Agreement shall specify the Exercise Price.  The Exercise Price of an ISO shall not be
less than 100% of the Fair Market Value of a Share on the date of grant, and a
higher percentage may be required by Section 3(b).  The Exercise Price of a Nonstatutory Option
shall not be less than 100% of the Fair Market Value of a Share on the date of grant.  Subject to the preceding two sentences, the
Exercise Price under any Option shall be determined by the Board of Directors
at its sole discretion.  The Exercise
Price shall be payable in a form described in Section 7.


 


(d)                                Withholding Taxes.  As
a condition to the exercise of an Option, the Optionee shall make such
arrangements as the Board of Directors may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with such exercise.  The
Optionee shall also make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposition
of Shares acquired by exercising an Option.


 


(e)                                 Exercisability.  Each
Stock Option Agreement shall specify the date when all or any installment of
the Option is to become exercisable.  The
exercisability provisions of any Stock Option Agreement shall be determined by
the Board of Directors at its sole discretion.


 


(f)                                   Accelerated Exercisability. 
Unless the applicable Stock Option Agreement provides otherwise, all of
an Optionee’s Options shall become exercisable in full if (i) the Company
is subject to a Change in Control before the Optionee’s Service terminates, (ii) such
Options do not remain outstanding, (iii) such Options are not assumed by
the surviving corporation or its parent and (iv) the surviving corporation
or its parent does not substitute options with substantially the same terms for
such Options.


 


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(g)                                Basic Term.  The Stock
Option Agreement shall specify the term of the Option.  The term shall not exceed 10 years from the
date of grant, and a shorter term may be required by Section 3(b).  Subject to the preceding sentence, the Board
of Directors at its sole discretion shall determine when an Option is to
expire.


 


(h)                                Nontransferability. 
No Option shall be transferable by the Optionee other than by
beneficiary designation, will or the laws of descent and distribution.  An Option may be exercised during the
lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or
legal representative.  No Option or
interest therein may be transferred, assigned, pledged or hypothecated by the
Optionee during the Optionee’s lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.


 


(i)                                    Termination of Service (Except by Death).  If an Optionee’s Service terminates for any
reason other than the Optionee’s death, then the Optionee’s Options shall
expire on the earliest of the following occasions:


 


(i)                                     The
expiration date determined pursuant to Subsection (g) above;


 


(ii)                                  The
date three months after the termination of the Optionee’s Service for any
reason other than Disability, or such later date as the Board of Directors may
determine; or


 


(iii)                               The
date six months after the termination of the Optionee’s Service by reason of
Disability, or such later date as the Board of Directors may determine.


 


The Optionee may
exercise all or part of the Optionee’s Options at any time before the
expiration of such Options under the preceding sentence, but only to the extent
that such Options had become exercisable before the Optionee’s Service
terminated (or became exercisable as a result of the termination) and the
underlying Shares had vested before the Optionee’s Service terminated (or
vested as a result of the termination). 
The balance of such Options shall lapse when the Optionee’s Service
terminates.  In the event that the
Optionee dies after the termination of the Optionee’s Service but before the
expiration of the Optionee’s Options, all or part of such Options may be
exercised (prior to expiration) by the executors or administrators of the
Optionee’s estate or by any person who has acquired such Options directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to
the extent that such Options had become exercisable before the Optionee’s
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee’s Service terminated (or
vested as a result of the termination).


 


(j)                                    Leaves of Absence. 
For purposes of Subsection (i) above, Service shall be deemed to
continue while the Optionee is on a bona fide leave of absence, if such leave
was approved by the Company in writing and if continued crediting of Service
for this purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Company).


 


(k)                                 Death of Optionee.  If
an Optionee dies while the Optionee is in Service, then the Optionee’s Options
shall expire on the earlier of the following dates:


 


4

















 


(i)                                     The
expiration date determined pursuant to Subsection (g) above; or


 


(ii)                                  The
date 12 months after the Optionee’s death.


 


All or part of the
Optionee’s Options may be exercised at any time before the expiration of such
Options under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired such Options directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to
the extent that such Options had become exercisable before the Optionee’s death
or became exercisable as a result of the death. 
The balance of such Options shall lapse when the Optionee dies.


 


(l)                                    No Rights as a Stockholder. 
An Optionee, or a transferee of an Optionee, shall have no rights as a
stockholder with respect to any Shares covered by the Optionee’s Option until
such person becomes entitled to receive such Shares by filing a notice of
exercise and paying the Exercise Price pursuant to the terms of such Option.


 


(m)                              Modification, Extension and Assumption of Options.  Within the limitations of the Plan, the Board
of Directors may modify, extend or assume outstanding Options or may accept the
cancellation of outstanding Options (whether granted by the Company or another
issuer) in return for the grant of new Options for the same or a different
number of Shares and at the same or a different Exercise Price.  The foregoing notwithstanding, no
modification of an Option shall, without the consent of the Optionee, impair
the Optionee’s rights or increase the Optionee’s obligations under such Option.


 


(n)                                Restrictions on Transfer of Shares and Minimum Vesting.  Any Shares issued upon exercise of an Option
shall be subject to such special forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Board of
Directors may determine.  Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.


 


(o)                                Accelerated Vesting. 
Unless the applicable Stock Option Agreement provides otherwise, any right
to repurchase an Optionee’s Shares at the original Exercise Price upon
termination of the Optionee’s Service shall lapse and all of such Shares shall
become vested if (i) the Company is subject to a Change in Control before
the Optionee’s Service terminates and (ii) the repurchase right is not
assigned to the entity that employs the Optionee immediately after the Change
in Control or to its parent or subsidiary. 
In addition, if the Company is subject to a Change in Control, the
repurchase right shall lapse with respect to that percentage of the Shares as
equals (a) (i) six months plus (ii) the number of complete
months Purchaser has provided continuous Service to the Company; divided by (b) the
total number of months of the original vesting schedule for the Shares.


 


SECTION 7. 
PAYMENT FOR SHARES.


 


(a)                                 General Rule.  The
entire Purchase Price or Exercise Price of Shares issued under the Plan shall
be payable in cash or cash equivalents at the time when such Shares are
purchased, except as otherwise provided in this Section 7.


 


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(b)                                Surrender of Stock. 
To the extent that a Stock Option Agreement so provides, all or any part
of the Exercise Price may be paid by surrendering, or attesting to the
ownership of, Shares that are already owned by the Optionee.  Such Shares shall be surrendered to the
Company in good form for transfer and shall be valued at their Fair Market
Value on the date when the Option is exercised. 
The Optionee shall not surrender, or attest to the ownership of, Shares
in payment of the Exercise Price if such action would cause the Company to
recognize compensation expense (or additional compensation expense) with
respect to the Option for financial reporting purposes.


 


(c)                                 Services Rendered.  At
the discretion of the Board of Directors, Shares may be awarded under the Plan
in consideration of services rendered to the Company, a Parent or a Subsidiary
prior to the award.  At the discretion of
the Board of Directors, Shares may also be awarded under the Plan in
consideration of services to be rendered to the Company, a Parent or a
Subsidiary after the award, except that the par value of such Shares, if newly
issued, shall be paid in cash or cash equivalents.


 


(d)                                Promissory Note.  To
the extent that a Stock Option Agreement or Stock Purchase Agreement so
provides, all or a portion of the Exercise Price or Purchase Price (as the case
may be) of Shares issued under the Plan may be paid with a full-recourse
promissory note.  However, the par value
of the Shares, if newly issued, shall be paid in cash or cash equivalents.  The Shares shall be pledged as security for
payment of the principal amount of the promissory note and interest thereon.  The interest rate payable under the terms of
the promissory note shall not be less than the minimum rate (if any) required
to avoid the imputation of additional interest under the Code.  Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.


 


(e)                                 Exercise/Sale.  To the
extent that a Stock Option Agreement so provides, and if Stock is publicly
traded, payment may be made all or in part by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.


 


(f)                                   Exercise/Pledge.  To
the extent that a Stock Option Agreement so provides, and if Stock is publicly
traded, payment may be made all or in part by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan,
and to deliver all or part of the loan proceeds to the Company in payment of
all or part of the Exercise Price and any withholding taxes.


 


SECTION 8.   ADJUSTMENT OF SHARES.


 


(a)                                 General.  In the event
of a subdivision of the outstanding Stock, a declaration of a dividend payable
in Shares, a declaration of an extraordinary dividend payable in a form other
than Shares in an amount that has a material effect on the Fair Market Value of
the Stock, a combination or consolidation of the outstanding Stock into a
lesser number of Shares, a recapitalization, a spin-off, a reclassification or
a similar occurrence, the Board of Directors shall


 


6

















 


make appropriate adjustments in one or more of (i) the
number of Shares available for future grants under Section 4, (ii) the
number of Shares covered by each outstanding Option or (iii) the Exercise
Price under each outstanding Option.


 


(b)                                Mergers and Consolidations. 
In the event that the Company is a party to a merger or consolidation,
outstanding Options shall be subject to the agreement of merger or
consolidation.  Such agreement, without
the Optionees’ consent, may provide for:


 


(i)                                     The
continuation of such outstanding Options by the Company (if the Company is the
surviving corporation);


 


(ii)                                  The
assumption of the Plan and such outstanding Options by the surviving
corporation or its parent;


 


(iii)                               The
substitution by the surviving corporation or its parent of options with substantially
the same terms for such outstanding Options; or


 


(iv)                              The
cancellation of such outstanding Options without payment of any consideration.


 


(c)                                 Reservation of Rights. 
Except as provided in this Section 8, an Optionee or Purchaser
shall have no rights by reason of (i) any subdivision or consolidation of
shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class.  Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or Exercise Price of Shares subject to an Option.  The grant of an Option pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.


 


SECTION 9.   SECURITIES LAW REQUIREMENTS.


 


(a)                                 General.  Shares shall
not be issued under the Plan unless the issuance and delivery of such Shares
comply with (or are exempt from) all applicable requirements of law, including
(without limitation) the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, state securities laws and regulations, and
the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded.


 


(b)                                Financial Reports.  To
the extent required by applicable law, the Company each year shall furnish to
Optionees, Purchasers and stockholders who have received Stock under the Plan
its balance sheet and income statement.


 


SECTION 10.   NO
RETENTION RIGHTS.


 


Nothing in the
Plan or in any right or Option granted under the Plan shall confer upon the
Purchaser or Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or


 


7

















 


Subsidiary
employing or retaining the Purchaser or Optionee) or of the Purchaser or
Optionee, which rights are hereby expressly reserved by each, to terminate his
or her Service at any time and for any reason, with or without cause.


 


SECTION 11.   DURATION AND AMENDMENTS.


 


(a)                                 Term of the Plan.  The
Plan, as set forth herein, shall become effective on the date of its adoption
by the Board of Directors, subject to the approval of the Company’s
stockholders.  In the event that the
stockholders fail to approve the Plan within 12 months after its adoption by
the Board of Directors, any grants of Options or sales or awards of Shares that
have already occurred shall be rescinded, and no additional grants, sales or
awards shall be made thereafter under the Plan. 
The Plan shall terminate automatically 10 years after its adoption by
the Board of Directors and may be terminated on any earlier date pursuant to
Subsection (b) below.


 


(b)                                Right to Amend or Terminate the Plan.  The Board of Directors may amend, suspend or
terminate the Plan at any time and for any reason; provided, however, that any
amendment of the Plan which increases the number of Shares available for
issuance under the Plan (except as provided in Section 8), or which
materially changes the class of persons who are eligible for the grant of ISOs,
shall be subject to the approval of the Company’s stockholders.  Stockholder approval shall not be required
for any other amendment of the Plan.


 


(c)                                 Effect of Amendment or Termination.  No Shares shall be issued or sold under the
Plan after the termination thereof, except upon exercise of an Option granted
prior to such termination.  The
termination of the Plan, or any amendment thereof, shall not affect any Share
previously issued or any Option previously granted under the Plan.


 


SECTION 12.   DEFINITIONS.


 


(a)                                 “Board of Directors”  shall mean the
Board of Directors of the Company, as constituted from time to time.


 


(b)                                “Change in Control”  shall mean:


 


(i)                                      The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not
shareholders of the Company immediately prior to such merger, consolidation or
other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities of
each of (A) the continuing or surviving entity and (B) any direct or
indirect parent corporation of such continuing or surviving entity; or


 


(ii)                                   The
sale, transfer or other disposition of all or substantially all of the Company’s
assets.


 


A transaction
shall not constitute a Change in Control if its sole purpose is to change the
state of the Company’s incorporation or to create a holding company that will
be owned in substantially


 


8

















 


the same
proportions by the persons who held the Company’s securities immediately before
such transaction.


 


(c)                                 “Code” shall mean the Internal Revenue Code of 1986, as
amended, or any successor statute or statutes thereto.  Reference to any particular Code section
shall include any successor section.


 


(d)                                “Committee”  shall mean a
committee of the Board of Directors, as described in Section 2(a).


 


(e)                                 “Company”  shall mean
OpenTable, Inc., a Delaware corporation.


 


(f)                                   “Consultant”  shall mean a
person who performs bona fide services for the Company, a Parent or a
Subsidiary as a consultant or advisor, excluding Employees and Outside
Directors.


 


(g)                                “Disability”  shall mean
that the Optionee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment.


 


(h)                                “Employee”  shall mean any
individual who is a common-law employee of the Company, a Parent or a
Subsidiary.


 


(i)                                    “Exercise Price”  shall mean the
amount for which one Share may be purchased upon exercise of an Option, as
specified by the Board of Directors in the applicable Stock Option Agreement.


 


(j)                                    “Fair Market Value”  shall mean the
fair market value of a Share, as determined by the Board of Directors in good
faith.  Such determination shall be
conclusive and binding on all persons.


 


(k)                                 “ISO” shall mean an employee incentive stock option described
in Section 422(b) of the Code.


 


(l)                                    “Nonstatutory Option”  shall mean a
stock option not described in Sections 422(b) or 423(b) of the Code.


 


(m)                              “Option”  shall mean an
ISO or Nonstatutory Option granted under the Plan and entitling the holder to
purchase Shares.


 


(n)                                “Optionee”  shall mean an
individual who holds an Option.


 


(o)                                “Outside Director”  shall mean a
member of the Board of Directors who is not an Employee.


 


(p)                                “Parent”  shall mean any
corporation (other than the Company) in an unbroken chain of corporations
ending with the Company, if each of the corporations other than the Company
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a


 


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Parent on a date after the adoption of the Plan shall
be considered a Parent commencing as of such date.


 


(q)                                “Plan”  shall mean
this OpenTable, Inc. 1999 Stock Plan.


 


(r)                                   “Purchase Price”  shall mean the
consideration for which one Share may be acquired under the Plan (other than
upon exercise of an Option), as specified by the Board of Directors.


 


(s)                                 “Purchaser”  shall mean an
individual to whom the Board of Directors has offered the right to acquire
Shares under the Plan (other than upon exercise of an Option).


 


(t)                                   “Service”  shall mean
service as an Employee, Outside Director or Consultant.


 


(u)                                “Share” shall mean one share of Stock, as adjusted in
accordance with Section 8 (if applicable).


 


(v)                                “Stock”  shall mean the
Common Stock of the Company, with a par value of $0.0001 per Share.


 


(w)                              “Stock Option Agreement”  shall mean the
agreement between the Company and an Optionee which contains the terms,
conditions and restrictions pertaining to the Optionee’s Option.


 


(x)                                  “Stock Purchase Agreement”  shall
mean the agreement between the Company and a Purchaser who acquires Shares
under the Plan which contains the- terms, conditions and restrictions pertaining
to the acquisition of such Shares.


 


(y)                                “Subsidiary”  means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company, if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.  A
corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.


 


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