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Separation Agreement And Release

Release Agreement

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 This Release Agreement involves

ZipRealty, Inc

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Governing Law: California     Date: 2/8/2007
Industry: Real Estate Operations     Law Firm: Squire Sanders     Sector: Services

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Exhibit 10.2


     This Separation Agreement and Release (the "Agreement") is entered into between ZipRealty, Inc. (the "Company"), on the one hand and Gary M. Beasley (the "Executive") on the other hand with reference to the following facts:


     Executive was employed by the Company.

     On or about May 2, 2006 Executive and Company entered into an Employment Agreement.

     On or about May 5, 2006 Executive and Company entered into an Executive Proprietary Information Agreement (the "Confidentiality Agreement").

     Company and Executive have entered into stock option agreements dated December 14, 2001, March 6, 2002, March 29, 2004, December 16, 2004, January 3, 2006 and May 2, 2006 (collectively, the "Stock Option Agreements"), granting Executive the option to purchase shares of the Company’s common stock (collectively, the "Options") subject to the terms and conditions of the Company’s 1999 Stock Plan (the "1999 Plan") and 2004 Equity Incentive Plan (the "2004 Plan" and together with the 1999 Plan, the "Plans"), as applicable, and the Stock Option Agreements.

     Executive resigned from his position with the Company on or about January 5, 2007 (the "Termination Date").


     It therefore is agreed by and between the undersigned as follows:

     1. Each of the undersigned executes and enters into this Agreement in consideration of each and all of the agreements made and undertaken by each of the undersigned as follows:

     (a) The Parties agree that for purposes of determining the number of shares of the Company’s common stock which Executive is entitled to purchase from the Company, pursuant to the exercise of outstanding options, the Executive will be considered to have vested only up to the Termination Date. Executive acknowledges that as of the Termination Date, he will have vested in options for 267,249 shares, as set forth in Exhibit A.

     (b) Subject to any earlier termination of the Options that may be required by

Beasley – ZipRealty, Inc.
Separation Agreement and Release

Page 1 of 7




Section 12(c) of the 1999 Plan or Section 13(c) of the 2004 Plan, as applicable, Executive shall be permitted an extension of time to exercise all vested Options through December 31, 2007.

     (c) Beyond the amendments to the Options as provided for in subsection (b), the Options will remain subject to the terms and conditions of the Plans under which they were granted and the Stock Option Agreements.

     (d) Company agrees to pay Executive $10,000 per calendar month for a period of twelve months beginning January 2007. Such payment shall be made via direct deposit or other manner agreed by the parties and shall be paid by the last day of each month such that all payments have been paid by December 31, 2007. The payment for January 2007 shall be paid within three business days of the Effective Date of this Agreement. In exchange for this payment, Executive agrees to provide continued consultation to the Company for a period of twenty-four months beginning February 1, 2007, relating to the Company’s involvement in the following litigation matters: The United States Department of Justice v. National Association of Realtors Civil Action No. 05C5140 and ZipRealty Inc. v. Squire, Sanders & Dempsey, LLP, et. al. Case No. CGC 06 450765 (the "Litigation"). Specifically, Executive agrees to provide full cooperation to the Company relating to the Litigation by making himself reasonably available to Company and its counsel to respond to questions from Company employees and counsel, review information on behalf of Company or its counsel, provide information to assist the Company and its counsel in responding to discovery requests and preparing for depositions and trial, and to provide statements and/or testimony as necessary (the "Litigation Consulting Services"). Executive shall be reimbursed for any reasonable expenses, such as travel or parking, incurred in the course of providing such consultation for the Litigation. Executive acknowledges that this payment is not intended to compensate him for testimony, which at all times must be truthful and accurate, but for time spent consulting. Executive and Company agree that the Litigation Consulting Services will not conflict with Executive’s other employment, consulting or professional obligations. Executive understands and agrees that he is not acting as a Company employee or service provider in providing the Litigation Consulting Services.

     (e) Upon the final date of Executive’s employment with Company, he was paid all accrued, unused vacation and, shortly thereafter, his 2006 Bonus. Executive acknowledges and agrees that by these payments, he received from Company each and all of the employment benefits, compensation, wages, vacation pay, and other monies due and owing to him from Company, except as provided herein.

     (f) Executive’s health insurance benefits ceased on the Termination Date, subject to Executive’s right to continue his health insurance under COBRA. Executive’s participation in all other benefits and incidents of employment ceased on the Termination Date. Executive ceased accruing Executive benefits, including but not limited to, vacation time and paid time off, as of the Termination Date.

     (g) Executive shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and shall continue to comply with the terms

Beasley – ZipRealty, Inc.
Separation Agreement and Release

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and conditions of the Confidentiality Agreement between Executive and the Company. Executive has returned all of the Company’s property and confidential and proprietary information in his possession to the Company. By signing this Agreement, Executive represents and declares under penalty of perjury under the laws of the state of California that he has returned all Company property.

     2. Executive and Company agree that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and its owners, related entities, officers, directors, employees, agents, representatives and shareholders (collectively the "Company Releasees") and owed to the Company Releasees by the Executive. Executive, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, assigns (collectively the "Executive Releasees"), does hereby fully and forever release and discharge the Company Releasees and Company Releasees do hereby fully and forever release and discharge the Executive Releasees of and from, and agree not to sue concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that either Executive Releasees or Company Releasees may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement, including without limitation:




any and all claims relating to or arising from Executive’s employment relationship;






any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;






any and all claims under the law of any jurisdiction including, but not limited to, breach of fiduciary duty, wrongful discharge of employment, constructive discharge from employment,

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