ZipRealty Inc. Management Incentive Plan ? Fiscal Year 2009

Exhibit 10.1

ZipRealty Inc. Management Incentive Plan – Fiscal Year 2009

General Purpose : This ZipRealty Inc. (“Company”) Management Incentive Plan – Fiscal Year 2009 (“Plan”) is designed to motivate and retain the Company’s Management (as defined herein) to achieve the Company’s financial and operational goals for Fiscal Year 2009, as well as to retain such persons in the employ of the Company. Management as used in this Plan includes all employees of the Company holding the position of Vice President or higher. “Management” specifically excludes all District Directors, Sales Management, as defined in the Sales Management 2009 Incentive Plan, and other employees not specifically identified in this paragraph.

Duration : This Plan will be in effect for the Company’s fiscal year ending December 31, 2009 (“Fiscal Year 2009”) except as set forth below, meaning that the performance period determining whether bonuses will be paid upon satisfaction of performance objectives is Fiscal Year 2009 or the first half of Fiscal Year 2009 as set forth below (though some such payments, if earned, will be made following the end of this Fiscal Year as set forth below).

Plan Administrator : The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) shall administer this Plan with respect to “Eligible Persons” (as defined below) who are executive officers of the Company, and the Company’s Chief Executive Officer, in consultation with the Committee, shall administer this Plan with respect to other Eligible Persons (as applicable, the “Administrator”).

Eligible Persons : Individuals eligible to earn an incentive payment under this plan (“Eligible Persons”) include Managment who are employed by the Company during the applicable Performance Period (Mid-year or Annual), without interruption (except as set forth in the “Proration” section of this Plan), and (ii) on the date following completion of the Performance Period when the Administrator completes its review of performance, calculates and approves the payment of bonuses under this Plan.

Proration : In the sole discretion of the Administrator, a prorated incentive may be paid under this Plan for any member of Management who became eligible to participate in the Plan after the beginning of Fiscal Year 2009.

Incentive Pool : The Committee, in consultation with the Company’s Chief Executive Officer will establish an incentive pool of funds available for payout under this Plan if the Company meets the “Minimum Revenue” as set forth by the Committee, or does not exceed the “Maximum Adjusted Pro Forma Loss” ¹ as set forth by the Committee.

Incentive Amount : Subject to the terms and conditions of this Plan, Eligible Persons may earn payment of “Incentive Amounts” determined as a percentage of his or her annual base salary at upon completion of the applicable performance period (June 30, 2009 or December 31, 2009) (“Base Salary”).

The Incentive Amounts will be determined as follows:

Eligible Persons may earn two incentives pursuant to this Plan, the first “Mid-Year Incentive” based on “Company Performance” (as defined below) through June 30, 2009 and the second “Annual Incentive” based on Company Performance for the full fiscal year 2009. Each of these Incentive Amounts shall be calculated as follows:

Mid Year Incentive

The Mid-Year Incentive shall be measured based on “Company Performance”, which consists of the following two metrics 1) the Company’s achievement of revenue at Performance Targets (defined below), which shall make up 60% of the Incentive; and 2) the Company’s achievement of profit (loss) at Performance Targets, which shall make up 40% of the Incentive. The Mid Year Incentive shall be based on Company Performance from January 1, 2009 through June 30, 2009 and shall total 30% of each Eligible Person’s Incentive opportunity for fiscal year 2009.

Eligible Participants shall earn only up to the Mid-Year Target Incentive Amount set forth below upon June 30, 2009. Eligible Participants shall earn any amount above the Mid-Year Target Incentive Amount upon achievement of corresponding Mid Year Performance and achievement of Annual Performance Targets as set forth by the Committee in consultation with the Chief Executive Officer.

The Committee shall set forth Mid Year Performance Targets at “Minimum” “Target” and “Stretch” levels for revenue and net income (loss) based on Company Performance from January 1, 2009 through June 30, 2009, in its sole discretion, in consultation with the Chief Executive Officer. The Committee may also, in its sole discretion set forth any conditions that it deems appropriate, required for an incentive to be earned at each Target. Further, the Committee may, at any time, in its sole discretion modify any Performance Target(s) taking into account various factors, including but not limited to, general business and market conditions.

Total possible Mid Year Incentive Amounts for Eligible Persons shall be as follows:

Incentives for Company Performance falling between the Performance Targets for each applicable metric shall be determined pursuant to a linear calculation approved by the Committee.

Annual Incentive

The Annual Incentive shall be based on Company Performance for the entire fiscal year 2009 and shall total 70% of each Eligible Person’s Incentive opportunity for fiscal year 2009. The Annual Incentive amount may also include certain additional incentives and/or multipliers set forth below.

The Committee shall set forth Annual Performance Targets at “Minimum” “Target” and “Stretch” levels for revenue and net income (loss), in its sole discretion, in consultation with the Chief Executive Officer. The Committee may also, in its sole discretion set forth any conditions that it deems appropriate, required for an incentive to be earned at each Target. Further, the Committee may, at any time, in its sole discretion modify any Performance Target(s) taking into account various factors, including but not limited to, general business and market conditions.

Total Possible Annual Incentive Amounts for Eligible Person shall be as follows:

Incentives for Company Performance falling between the Performance Targets for each applicable metric shall be determined pursuant to a linear calculation approved by the Committee.

Profitability Incentive (*applies to Annual Incentive only) : Additionally, in the event that the Company exceeds Profitability, the Administrator shall, at the end of the applicable calendar year, establish a bonus pool equal to 20% of all pro forma earnings above profitability to be distributed to Eligible Persons under this Incentive Plan or Eligible Persons or Participants under other ZipRealty 2009 Incentive Plans as incentive payments in amounts determined by the CEO, or the CEO in consultation with the Committee as necessary.

Agent Productivity Multiplier (*applies to Annual Incentive only) : Eligible Persons may earn an additional incentive in the form of a “Productivity Multiplier” of 1.25% if the Company achieves annual revenue of at least 112.5% of Target revenue and M12 agents achieve average productivity of 1 deal per month for the fiscal year 2009. In such case, the Incentive Amount otherwise calculated above (including the Profitability Incentive) for the Eligible Person shall be multiplied by a factor of 1.25 in calculating the Actual Incentive. This multiplier shall be calculated based on full year performance at the end of the fiscal year.

Customer Satisfaction Incentive (*applies to Annual Incentive only ): If the Company achieves at least “Minimum Target” revenue for the fiscal year 2009 and the Company achieves an average Client Satisfaction rating of 96% for fiscal year 2009, Eligible Persons may earn a Customer Satisfaction Incentive of $2000 in addition to the Annual Incentive set forth above.

Payment :

Earned incentives under this Plan shall be paid separately as set forth below:

Mid Year Incentive:

The Company will pay any Mid-Year Incentive (earned upon June 30,