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 Propr
