Exhibit 10.18
ZipRealty Inc.
CHARLES BAKER EMPLOYMENT AGREEMENT
This Agreement is entered into this
18th day of November, 2008 by and between ZipRealty Inc.
(the “Company”), and Charles C. Baker
(“Executive”).
1. Duties and Scope of
Employment .
(a) Title . Effective
December 1, 2008 (the “Effective Date”), Executive
shall serve in the position of Executive Vice President and Chief
Financial Officer (“CFO”) of the Company and in such
position shall report to the Company’s Chief Executive
Officer (the “CEO”).
(b) Position and Duties . As
CFO, Executive shall perform the duties, responsibilities and
authority customarily associated with such position as the
Company’s senior financial officer, including responsibility
for the overall management of the Company’s financial matters
and capital strategy. Executive agrees to the best of his ability
and experience that he will loyally and conscientiously perform all
of his duties and obligations to the Company. During
Executive’s employment, Executive further agrees that he
(i) will devote substantially all of his business time and
attention to the business of the Company; (ii) will not render
commercial or professional services of any nature to any person or
organization, whether or not for compensation, without the prior
written consent of the CEO, which (subject to the Company’s
Corporate Governance Guidelines as referred to below) will not be
unreasonably withheld; and (iii) will not directly or
indirectly engage or participate in any business or activity that
is competitive in any manner with the business of the Company.
Nothing in this Agreement will prevent Executive from:
(A) serving on advisory boards or boards of charitable
organizations, so long as such service does not unduly interfere
with the performance of Executive’s duties to the Company; or
(B) serving on the board of directors of a private company of
which Executive is currently a member and has disclosed to the
Company; or (C) serving on the board of directors of The Knot,
Incorporated. Note however that the Company’s Corporate
Governance Guidelines provide that no officer of the Company will
accept or seriously discuss joining the board of any public or
private for-profit company without first seeking the permission of
the Corporate Governance and Nominating Committee of the Company.
While Executive is an executive officer and director of the
Company, the Company will assist Executive in satisfying his
reporting obligations under Section 16 of the Securities
Exchange Act of 1934 (the “Exchange Act”). The period
of Executive’s employment under this Agreement is referred to
herein as the “Employment Term.”
2. At-Will Employment . The
parties agree that Executive’s employment with the Company
will be “at-will” employment and may be terminated at
any time with or without cause or notice subject to the provisions
set forth herein. Executive understands and agrees that neither his
job performance nor promotions, commendations, bonuses or the like
from the Company give rise to or in any way serve as the basis for
modification, amendment, or extension, by implication or otherwise,
of his employment with the Company.
3. Compensation .
(a) Base Salary . For all
services to be rendered by the Executive pursuant to this
Agreement, the Company agrees to pay the Executive during the
Employment Term a base salary (the “Base Salary”) at an
annual rate of not less than $300,000. The Base Salary shall be
paid in accordance with the Company’s regular payroll
practices. The Company shall review the Base Salary on at least an
annual basis and make such increases therein as the CEO may
approve.
(b) Bonus Eligibility .
During the Employment Term, Executive shall be eligible to
participate in the Management Incentive Plan(s), or such other
bonus programs as established by the Company and Board of Directors
(“Board”) from time to time, but Executive acknowledges
that he shall not be eligible to participate in any such plans
including the Management Incentive Plan for fiscal year 2008. For
the fiscal year 2009, Executive shall be eligible to receive a
total annual cash incentive bonus equal to 60% of his base salary
if Company achieves “Target” to be defined in
Company’s 2009 Management Incentive Plan(s), a total annual
cash incentive bonus equal to 80% of his base salary if Company
achieves an “Above Target Goal” to be defined in
Company’s 2009 Management Incentive Plan(s) or a total annual
cash incentive bonus equal to 40% of his base salary if Company
achieves “Minimum Target” to be defined in
Company’s 2009 Management Incentive Plan(s). Executive
understands and agrees that the incentive amounts set forth herein
shall be paid pursuant to, and not in addition to the
Company’s 2009 Management Incentive Plan(s), which the
Company has not yet finalized. Further Executive agrees that the
incentive amounts set forth herein shall be total annual incentive
amounts for the fiscal year 2009 including in the event that
Company implements multiple Management Incentive Plans for portions
of the fiscal year 2009. During the fiscal year 2010 and for the
balance of the Employment Term, the Company will implement a bonus
incentive plan(s), pursuant to which Executive will have the
opportunity to earn a substantial percentage of his base salary in
the form of performance-based annual cash incentive bonus
payments.
4. Employee Benefits . During
the Employment Term, the Executive shall be entitled to participate
in Company-sponsored employee benefit plans (including but not
limited to health insurance, disability insurance, life insurance,
401(k) and/or other retirement program(s)) offered to other
similarly-situated Company executives, subject to the rules and
regulations applicable thereto. The Company reserves the right to
cancel or change the benefit plans and programs it offers to its
employees at any time.
5. Equity Awards .
(a) Stock Option Award . The
Company will recommend to the Compensation Committee at the first
regularly scheduled Compensation Committee meeting following
Executive’s commencement of employment that Executive be
granted a stock option entitling Executive to purchase 325,000
shares of Common Stock of the Company at the then current fair
market value as determined by the Compensation Committee at that
meeting (the “Option”). Subject to the provisions of
paragraph 6 hereof, the Option shares will vest and become
exercisable at the rate of 25% of the total number of Option shares
vesting on the first anniversary of the grant date and the
remaining 75% vesting monthly for the subsequent three year period.
Vesting will be dependant on
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Executive’s continued and continuous
service relationship with the Company. The Option will be subject
to the terms of the Stock Option Agreement between Executive and
the Company.
(b) Restricted Share Grant .
The Company will recommend to the Compensation Committee at the
first Compensation Committee meeting following Executive’s
commencement of employment that Executive be granted 25,000 shares
of the Company’s Restricted Stock (“Restricted
Shares”). The Restricted Shares will be subject to vesting
and such shares subject to forfeiture in the event of
Executive’s termination of employment or continued service
prior to June 4, 2009. Such forfeiture rights shall lapse at
the rate of 6250 shares beginning on June 4, 2009 and
continuing every six months thereafter for a period of 24 months.
Subject to the provisions of paragraph 6 hereof, vesting will be
dependant on Executive’s continued and continuous service
relationship with the Company. The Restricted Shares will be
subject to the terms of a Restricted Stock Award Agreement between
Executive and the Company.
(c) Subsequent Equity Awards
. Subject to the discretion of the Company’s Board of
Directors and the Compensation Committee, Executive may be eligible
to receive additional grants of stock options or other equity
awards from time to time in the future, on such terms and
conditions as the CEO or Board shall determine as of the date of
any such award.
6. Change of Control .
Executive shall be subject to the ZipRealty Inc. Change of Control
Agreement (“Change of Control Agreement”) except as set
forth in this section. In the event of a Termination Following A
Change Of Control (as defined in the Change of Control Agreement)
that occurs within the first twelve months of Executive’s
employment with the Company, then twenty-five percent (25%) of
all unvested Stock Rights (as that term is defined in the Change of
Control Agreement) as of such date shall become fully vested on the
date of such termination,
