J. PATRICK LASHINSKY EMPLOYMENT
AGREEMENT
This Agreement is
entered into and effective as of January 17, 2007 (the
“Effective Date”) by and between ZipRealty Inc. (the
“Company”), and J. Patrick Lashinsky
(“Executive”).
1. Duties
and Scope of Employment .
(a)
Position and Duties . Executive will serve as President of
the Company. Executive will render such business and professional
services in the performance of his duties, consistent with
Executive’s position within the Company, as shall reasonably
be assigned to him by the Company’s Chief Executive Officer
and/or Board of Directors and/or as are contemplated by the
Company’s bylaws. The period of Executive’s employment
under this Agreement is referred to herein as the “Employment
Term.”
(b)
Obligations . During the Employment Term, Executive will
perform his duties faithfully and to the best of his ability and
will devote his full business efforts and time to the Company
subject to the provisions of paragraph 5 (“Other
Activities”). For the duration of the Employment Term,
Executive agrees not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect
remuneration without the prior approval of the Board of
Directors.
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.
(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 may review the Base Salary
and make such increases therein as the Board may
approve.
(b)
Bonus Eligibility . Executive shall be eligible to receive a
target cash incentive bonus of up to forty percent (40%) of his
Base Salary for the fiscal year 2007 subject to the terms of the
2007 Management Incentive Plan that may be adopted by the
Company.
4.
Employee Benefits . During the Employment Term, the
Executive shall be entitled to participate in employee benefit
plans or programs of the Company, if any, to the extent that
his
position,
tenure and other qualifications make him eligible to participate,
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. Other
Activities . The Executive shall devote substantially all of
his working time and efforts during the Company’s normal
business hours to the business and affairs of the Company and its
subsidiaries and to the diligent and faithful performance of the
duties and responsibilities duly assigned to him pursuant to this
Agreement, except for vacations, holidays and sickness. However,
the Executive may devote a reasonable amount of his time to civic,
community, or charitable activities and, with the prior written
approval of the Board, to serve as a director of other corporations
and to other types of business or public activities not expressly
mentioned in this paragraph.
(a)
Involuntary Termination Not for Cause or Resignation for Good
Reason . If Executive’s employment with the Company
terminates other than for “Cause” (as defined herein)
or Executive resigns for “Good Reason” as that term is
defined herein, and Executive signs and does not revoke the
Company’s severance and release agreement, then Executive
shall be entitled to receive continuing payments of severance pay
(less applicable withholding taxes) at a rate equal to his Base
Salary rate, as then in effect, for a period of six (6) months
from the date of such termination, to be paid in accordance with
the Company’s normal payroll policies.
(b)
Voluntary Termination; Termination for Cause . If
Executive’s employment with the Company terminates
voluntarily by Executive without Good Reason or for Cause by the
Company, then (i) all vesting of any options to purchase
shares of the Company’s common stock shall terminate
immediately and all payments of compensation by the Company to
Executive hereunder will terminate immediately (except as to
amounts already earned), and (ii) Executive will only be
eligible for severance benefits in accordance with the
Company’s established policies as then in effect.
(c)
Cause . For all purposes under this Agreement,
“Cause” shall mean (i) willful failure by the
Executive to substantially perform his duties hereunder (other than
a failure resulting from the Executive’s complete or partial
incapacity due to physical or mental illness or impairment) after
receipt of a written warning and failure to cure any such
non-performance within ten (10) business days of receipt of
such warning (ii) a willful act by the Executive which
constitutes gross misconduct and which is injurious to the Company,
(iii) a willful breach by the Executive of a material
provision of this Agreement, or (iv) a material and willful
violation of a federal or state law or regulation applicable to the
business of the Company. No act, or failure to act, by the
Executive shall be considered “willful” unless
committed without good faith without a reasonable belief that the
act or omission was in the Company’s best interest. No
compensation or benefits will be paid or provided to the Executive
under this Agreement on account of a termination for Cause, or for
periods following the date when such a termination of employment is
effective. The Executive’s rights under the benefit plans of
the Company shall be determined under the provisions of those
plans.
-2-
(d)
Good Reason. For all purposes under this Agreement,
“Good Reason” shall mean without the Executive’s
express written consent (i) a significant reduction of the
Executive’s duties, position or responsibilities; (ii) a
significant reduction by the Company in the Base Salary of the
Executive as in effect immediately prior to such reduction;
(iii) a material reduction by the Company in the kind or level
of employee benefits to which the Executive is entitled immediately
prior to such reduction with the result that the Executive’s
overall benefits package is significantly reduced; (iv) the
relocation of the Executive to a facility or a location more than
50 miles from the Executive’s then present location;
(v) a substantial reduction, without good business reasons, of
the facilities and perquisites (including office space and
location) available to the Executive immediately prior to such
reduction; (vi) any material breach of this Agreement by the
Company; or (vii) any failure or refusal of a successor
company to assume the Company’s obligations under this
Agreement.
7. Right
to Advice of Counsel . The Executive acknowledges
|
