March 30, 2012
On behalf of ZipRealty,
Inc. (the "Company"), I am pleased to invite you to join the Company as Chief Financial Officer. In this position,
you will report directly to me and you will be expected to devote your full business time, attention and energies to the
performance of your duties with the Company. This offer is contingent on you being able to satisfactorily clear our
background check. The effective date of your employment is on or around April 9, 2012.
The terms of this offer of employment are as follows:
Compensation. The Company will pay you an annual salary of $ 275,000, payable on a semi-monthly basis, in accordance with
the Company's standard payroll policies. Furthermore, you will be eligible to participate in all employee benefit programs currently
adopted by the Company.
Incentive Plan. You will be eligible for the Corporate Management Incentive Plan. This incentive is based on company performance
against critical measures that drive the success of the business.
At-Will Employment. You should be aware that your employment with the Company is for no specified period and constitutes
"at-will" employment. As a result, you are free to terminate your employment at any time, for any reason or for no reason.
Similarly, the Company is free to terminate your employment at any time, for any reason or for no reason. In the event of termination
of your employment, you will not be entitled to any payments, benefits, damages, awards or compensation other than as may otherwise
be available in accordance with applicable law.
Proprietary Information Agreement. As a condition of accepting this offer of employment, you will be required to complete,
sign and return the Company's standard form of Employee Proprietary Information Agreement.
Health and Welfare. You will be eligible to participate in our medical, dental, life insurance/AD&D and long-term disability
insurance plan. Eligible employees may enroll on the first of the month following their first
day of employment.
401 (k) Qualified Retirement Plan. The Company provides eligible employees a 401 (k) Qualified Retirement plan.
Eligible employees may enroll on the first day of the month following the date of employment.
Time Off (PTO). As an Officer of the Company, you will earn 16 hours of PTO for each month worked. PTO may be carried over
to the following year, up to a maximum of one and one-half of your monthly accrual rate times twelve. PTO can be used as vacation
time, sick time, or to take care of personal matters.
of Control and Indemnification Agreement. As a condition of accepting this offer of employment, you will be required to complete,
sign and return the Company's standard form of Change of Control and Indemnification Agreement.
Grant. We will recommend to the Board of Directors of the Company that you be granted a stock option entitling you to purchase
up to 250,000 shares of Common Stock of the Company at the then current fair market value and as approved by the Board at that
meeting. Such options shall be subject to the terms and conditions of the Company's Stock Option Plan and Stock Option Agreement,
including vesting requirements. The current vesting schedule provides for 25% vesting after one year, with the remaining 75%
vesting monthly over the subsequent three-year period.
10. Employee Classification.
Your position is classified as exempt pursuant to the Fair Labor Standards Act (FLSA) and current applicable state laws.
11. General. This offer
letter, when signed by you, sets forth the terms of your employment with the Company and supercedes any and all prior representations
and agreements, whether written or oral. This agreement can only be amended in a writing signed by you and an officer of the company.
Any waiver of a right under this agreement must be in writing. This agreement will be governed by California law.
Eric, I believe ZipRealty has
a promising future, which requires talented, dedicated and motivated people like you to make it successful. We are delighted that
you are interested in becoming a part of the Zip Team. If the foregoing terms are agreeable, please indicate your acceptance by
signing this letter in the space provided below and returning it to the Human Resources Department. This offer will terminate if
not accepted on or before April 4, 2012.
We look forward to you joining
||/s/ Lanny Baker|
||President & Chief Executive Officer|
|AGREED AND ACCEPTED:|
|/s/ Eric Mersch|