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ZIPREALTY, INC. STOCK OPTION AWARD AGREEMENT

Stock Option Agreement

ZIPREALTY, INC. STOCK OPTION AWARD AGREEMENT | Document Parties: ZIPREALTY, INC You are currently viewing:
This Stock Option Agreement involves

ZIPREALTY, INC

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Title: ZIPREALTY, INC. STOCK OPTION AWARD AGREEMENT
Date: 12/16/2008
Industry: Real Estate Operations     Sector: Services

ZIPREALTY, INC. STOCK OPTION AWARD AGREEMENT, Parties: ziprealty  inc
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Exhibit 10.1

ZIPREALTY, INC.

STOCK OPTION AWARD AGREEMENT

 

I.

NOTICE OF STOCK OPTION GRANT

Name: Charles C. Baker (the “Optionee”)

Address: 2000 Powell St., Suite 300, Emeryville, CA 94608

You have been granted a nonstatutory stock option (the “Option”) to purchase Common Stock of ZipRealty, Inc. (the “Company”), subject to the terms and conditions of this Stock Option Award Agreement (the “Agreement”), as described below:

 

 

 

 

 

Grant Number

  

 

TBD

Date of Grant

  

 

December 11, 2008

Vesting Commencement Date

  

 

December 1, 2008

Exercise Price per Share

  

$

2.56

Total Number of Shares Granted

  

 

325,000

Total Exercise Price

  

$

832,000

Term/Expiration Date:

  

 

December 10, 2018

Vesting Schedule :

Subject to accelerated vesting as set forth below, this Option shall vest and become exercisable, in whole or in part, in accordance with the following schedule:

25% of the shares of Common Stock (the “Shares”) subject to the Option will vest and become exercisable on the first anniversary of the date when Optionee commenced employment with ZipRealty Inc. (the “Vesting Commencement Date”), and 1/48 of the Shares subject to the Option will vest and become exercisable on the first date of each month thereafter, subject to Optionee’s continuing to be a Service Provider as defined in the Company’s 2004 Equity Incentive Plan (the “Plan”) through such dates.

The Option is subject to additional vesting acceleration as set forth in Sections II.D. of the Agreement.

 

1


Termination Period :

This Option shall be exercisable as to shares vested on the date that Optionee ceases to be a Service Provider for twelve (12) months after that date, unless such termination is for Cause (as defined in Optionee’s Change of Control Agreement (the “Change of Control Agreement”)), in which case this Option shall cease to be exercisable (including as to vested Shares) as of the date of such service termination. The Option shall cease to be exercisable as to unvested shares immediately upon the date that Optionee ceases to be a Service Provider. Notwithstanding the foregoing, in no event may this Option be exercised (even as to vested shares) after the earlier of the Term/Expiration Date as provided above or the date on which the Option terminates under Section II.D. of the Agreement.

By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of Optionee’s Employment Agreement (the “Employment Agreement”) (but only to the extent specifically set forth herein), Change of Control Agreement (but only to the extent specifically set forth herein) and the Agreement, including this Notice of Grant, all as set forth herein.

 

 

 

 

 

 

OPTIONEE:

 

 

 

ZIPREALTY, INC.

 

 

 

/s/ Charles C. Baker

 

 

 

/s/ J. Patrick Lashinsky

Signature

 

 

 

By

 

 

 

Charles C. Baker

 

 

 

CEO

Print Name

 

 

 

Title

 

2


II.

AGREEMENT

A.  Grant of Option .

The Administrator hereby grants to Optionee named in the Notice of Stock Option Grant (the “Notice”) attached as Part I of this Agreement the Option to purchase the number of Shares, as set forth in the Notice, at the exercise price per Share set forth in the Notice (the “Exercise Price”). To the extent an issue, definition or interpretive principle is not specifically addressed in the Employment Agreement, Change of Control Agreement or this Agreement, it shall be governed in the manner set forth in the Plan as if this Option were granted under the Plan; provided that to the extent an issue, definition or interpretive principle is specifically addressed herein, this Agreement shall govern. The Company’s Board of Directors and/or its Compensation Committee shall be the Administrator of this Option and its good faith determinations with regard to this Option, the Notice, and this Agreement shall be final and binding on all parties.

B.  Exercise of Option .

(a)  Right to Exercise . This Option is exercisable during its term with respect to vested Shares in accordance with the Vesting Schedule set out in the Notice and the applicable provisions of this Agreement. No Shares will be issued, and the Company will have no liability for the failure to issue Shares, pursuant to the exercise of this Option unless such issuance and exercise comply with all Applicable Laws, as provided in Sections 19 and 20 of the Plan; provided however that the Company acknowledges its obligations to (i) file a registration statement on Form S-8, which will be effective upon filing, with the Securities and Exchange Commission to register the issuance of the Shares, and (ii) file NASDAQ Additional Listing Application covering the issuance of the Shares. Assuming such compliance, for income tax purposes the Exercised Shares (as defined below) will be considered transferred to Optionee on the date the Option is exercised with respect to such Exercised Shares.

(b) Method of Exercise . This Option is exercisable through E*Trade Financial by contacting E*Trade Financial online at www.etrade.com or by phone at 1-800-838-0908, and following E*Trade Financial’s procedures as well as through any other means that may be designated by the Company from time to time (such applicable notice procedure is referred to as the “Exercise Notice”). The Exercise Notice will be delivered as so specified and accompanied by payment of the aggregate Exercise Price in a manner consistent with Section II.C. below, as to all vested Shares in respect of which the Option is being exercised (the “Exercised Shares”) together with any applicable withholding taxes. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and applicable withholding taxes.

C.  Method of Payment .

Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof,


 
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