Exhibit
10.7


 


February 22,
2002


 


Michael Dodson


 


Dear Michael:


 


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
Vice President, Sales 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 $175,000.00, 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.


 


III.                                 Bonus.  You will be eligible for an annual bonus plan
which will be calculated on the successful achievement of mutually agreed
management based objectives.  The total
targeted annual bonus award will be $175,000.00 (100% of plan performance) to
be calculated and paid on a quarterly basis. 
Initially, the Bonus Plan will be based on the closure of five (5) new
restaurants and ten (10) licenses per salesperson/month.  Your bonus plan will be subject to adjustment
pursuant to the Company’s employee compensation policies in effect from time to
time.


 


IV.                                 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 725000 shares (equivalent to 1.5% of fully
diluted outstanding Common Stock equivalents) 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.  Upon Change In
Control, 25% of your unvested shares will vest. 
Upon Termination following Change of Control, an additional 25% of your
unvested shares will vest.


 


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.  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.


 


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 March 18, 2002.


 


We look forward to having you join us on March 18, 2002.


 


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/ Michael Dodson

  	
   

  
	
  Signature of Michael Dodson,

  	
   

  
	
  Dated:  March 2, 2002

  	
   

  



 


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