**Exhibit 10.3(a)**
**ZIPREALTY, INC.**
**2004 EQUITY INCENTIVE PLAN**
**STOCK OPTION AWARD AGREEMENT**
     Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan will havethe same defined meanings in this Award Agreement.
**I.****NOTICE OF STOCK OPTION GRANT**
     **Name:**
     **Address:**
     You have been granted an option to purchase Common Stock of the Company, subject to the termsand conditions of the Plan and this Award Agreement, as follows:        Grant Number                    Date of Grant                    Vesting Commencement Date                    Exercise Price per Share $                  Total Number of Shares Granted                    Total Exercise Price $                  Type of Option:  ___Incentive Stock Option             ___Nonstatutory Stock Option   Term/Expiration Date:                   
     Vesting Schedule:
     Subject to accelerated vesting as set forth below or in the Plan, this Option may beexercised, in whole or in part, in accordance with the following schedule:
     25% of the Shares subject to the Option will vest twelve months after the Vesting CommencementDate, and 1/48 of the Shares subject to the Option will vest on the first day of each monththereafter, subject to Participant continuing to be a Service Provider through such dates.
 

 

     Termination Period:
     This Option shall be exercisable for three (3) months after Participant ceases to be a ServiceProvider, unless such termination is due to Participant’s death or Disability, in which case thisOption shall be exercisable for one (1) year after Participant ceases to be Service Provider.Notwithstanding the foregoing, in no event may this Option be exercised after the Term/ExpirationDate as provided above.
**II.****AGREEMENT**
     A. Grant of Option. 
          The Administrator hereby grants to individual named in the Notice of Grant attached as Part Iof this Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, asset forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant(the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporatedherein by reference. Subject to Section 18(c) of the Plan, in the event of a conflict between theterms and conditions of the Plan and the terms and conditions of this Award Agreement, the termsand conditions of the Plan will prevail.
          If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option isintended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if thisOption is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 ruleof Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).
     B. Exercise of Option.
          (a) Right to Exercise. This Option is exercisable during its term in accordance withthe Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan andthis Award Agreement.
          (b) Method of Exercise. This Option is exercisable by delivery of an exercise notice,in the form attached as Exhibit A (the “Exercise Notice”), which will state the election toexercise the Option, the number of Shares in respect of which the Option is being exercised (the“Exercised Shares”), and such other representations and agreements as may be required by theCompany pursuant to the provisions of the Plan. The Exercise Notice will be completed byParticipant and delivered to the Company. The Exercise Notice will be accompanied by payment ofthe aggregate Exercise Price as to all Exercised Shares together with any applicable withholdingtaxes. This Option will be deemed to be exercised upon receipt by the Company of such fullyexecuted Exercise Notice accompanied by such aggregate Exercise Price.
               No Shares will be issued pursuant to the exercise of this Option unless such issuance andexercise comply with Applicable Laws. Assuming such compliance, for income tax purposes theExercised Shares will be considered transferred to Participant on the date the Option is exercisedwith respect to such Exercised Shares.
     C. Method of Payment.
          Payment of the aggregate Exercise Price will be by any of the following, or a combinationthereof, at the election of Participant:
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          1. cash;
          2. check;
          3. consideration received by the Company under a formal cashless exercise program adopted bythe Company in connection with the Plan; or
          4. surrender of other Shares which, (i) in the case of Shares acquired from the Company,either directly or indirectly, have been owned by the Participant and not subject to a substantialrisk of forfeiture for more than six (6) months on the date of surrender, and (ii) have a FairMarket Value on the date of surrender equal to the aggregate Exercise Price of the ExercisedShares.
     D. Non-Transferability of Option.
          This Option may not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of Participant only byParticipant. The terms of the Plan and this Award Agreement will be binding upon the executors,administrators, heirs, successors and assigns of Participant.
     E. Term of Option.
          This Option may be exercised only within the term set out in the Notice of Grant, and may beexercised during such term only in accordance with the Plan and the terms of this Award Agreement.
     F. Tax Obligations. 
          1. Withholding Taxes. Participant agrees to make appropriate arrangements with theCompany (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction ofall Federal, state, and local income and employment tax withholding requirements applicable to theOption exercise. Participant acknowledges and agrees that the Company may refuse to honor theexercise and refuse to deliver Shares if such withholding amounts are not delivered at the time ofexercise.
          2. Notice of Disqualifying Disposition of ISO Shares. If the Option granted toParticipant herein is an ISO, and if Participant sells or otherwise disposes of any of the Sharesacquired pursuant to the ISO on or before the later of (1) the date two years after the Grant Date,or (2) the date one year after the date of exercise, Participant will immediately notify theCompany in writing of such disposition. Participant agrees that Participant may be subject toincome tax withholding by the Company on the compensation income recognized by Participant.
     G. Entire Agreement; Governing Law.
          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitutethe entire agreement of the parties with respect to the subject matter hereof and supersede intheir entirety all prior undertakings and agreements of the Company and Participant with respect tothe subject matter hereof, and may not be modified adversely to Participant’s interest except bymeans of a writing signed by the Company and Participant. This Award Agreement is governed by theinternal substantive laws, but not the choice of law rules, of California.
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H. NO GUARANTEE OF CONTINUED SERVICE.
          PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTINGSCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR ATTHE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION ORPURCHASING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THETRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE ANEXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR NON-EMPLOYEEDIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE WITHPARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE,CONSULTANT OR NON-EMPLOYEE DIRECTOR AT ANY TIME, WITH OR WITHOUT CAUSE.
       By Participant’s signature and the signature of the Company’s representative below,Participant and the Company agree that this Option is granted under and governed by the terms andconditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this AwardAgreement in their entirety, has had an opportunity to obtain the advice of counsel prior toexecuting this Award Agreement and fully understands all provisions of the Plan and AwardAgreement. Participant hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Administrator upon any questions relating to the Plan and Award Agreement.Participant further agrees to notify the Company upon any change in the residence address indicatedbelow.   PARTICIPANT: ZIPREALTY, INC.      Signature By      Print Name Title      Residence Address        
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**EXHIBIT A**
**ZIPREALTY, INC.**
**2004 EQUITY INCENTIVE PLAN**
**EXERCISE NOTICE**
ZipRealty, Inc.