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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
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