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
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,