Exhibit
10.6


 


November 7,
2001


 


Joel Brown


 


Dear Joel:


 


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


 


I.                                         Position. 
You will serve in a full-time capacity as Senior Vice President,
Operations of the Company.  You will
report to Thomas Layton, Interim CEO.  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 a salary at the annual rate of $200,000.00, payable 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.  Current performance review policy is annually
in December.


 


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 725,000
shares at $.30/share (equivalent to 1.5% of Company shares on a fully diluted
basis) of the Company’s Common Stock. 
The option will be subject to the terms and conditions applicable to
options granted under the Company’s 1999 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.                                 Miscellaneous Allowances. 
You will be eligible to receive $50.00 per month commuting allowance,
payable in semi-monthly installments. 
You will also be eligible for reimbursement for reasonable business
related cellular phone expenses, paid in accordance to Company’s Travel &
Expense practices.  Your miscellaneous
allowances will be subject to adjustment pursuant to the Company’s Travel &
Expense policies in effect from time to time.


 


V.                                     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.


 


VI.                                 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. 
Should your employment be terminated for any reason other than cause,
Company agrees to provide three (3) months regular salary and health
benefits as severance pay.  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.


 


VII.                             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.  You are permitted to serve on the Board of
Directors of Donor Empower.


 


VII.                             Termination Following Change of
Control.  In the event of (i) the sales of all or
substantially all of the assets of the Company, or (ii) a merger,
consolidation, liquidation or reorganization of the Company in which the
Company or affiliate of the Company is not the surviving entity, or which
results, in any event, in a change of control of the Company (each, a “Change
in Control Transaction”), the Company or the surviving entity, as the case may
be, may either (A) terminate the Employment hereunder, or (B) adopt
this Agreement; provided, however, that if the Company or the surviving entity
elects to adopt this Agreement following a Change in Control Transaction.


 


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


 


IX.                                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.


 


X.                                    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.  This offer, if not accepted,
will expire at the close of business on a date to be determined.


 


We look forward to having you join us on November 13, 2001.


 


If you have any questions, please call me at 415.551.1510.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPENTABLE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas
  Layton

  
	
   

  	
   

  	
  Thomas
  Layton,

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  



 


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I have read and accept this employment offer:


 


 


	
  /s/ Joel Brown

  	
   

  
	
  Signature of Joel Brown,

  	
   

  
	
  Dated:
                          
      , 2001

  	
   

  



 


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