EXHIBIT 10.20**CONSULTING AND SEPARATION AGREEMENT**     This Consulting and Separation Agreement (the “Agreement”) is entered into between ZipRealty,Inc. (the “Company”), on the one hand and Jeffrey G. Wagoner (the “Executive”) on the other handwith reference to the following facts:**WHEREAS:**     Executive was employed by the Company.     On or about March 2, 2004, Executive and Company entered into an Executive ProprietaryInformation Agreement (the “Confidentiality Agreement”).     Company and Executive (collectively referred to as “Parties” in this Agreement) have enteredinto Stock Option Agreements dated April 29, 2004, June 18, 2004, December 16, 2004, October 25,2005, and January 3, 2006 granting Executive the option to purchase shares of the Company’s commonstock subject to the terms and conditions of the Company’s Stock Option Plan and Stock OptionAgreements (the “Stock Option Agreements”).     The Parties have agreed that Executive’s employment with the Company will terminate onFebruary 16, 2007 (“Termination Date”).     **COVENANTS**     It therefore is agreed by and between the Parties as follows:     1.   Each of the undersigned executes and enters into this Agreement in consideration of eachand all of the agreements made and undertaken by each of the undersigned as follows:     (a)   Company agrees to pay Executive the equivalent of Executive’s base salary in the amount of$21,667.70 per month, less applicable withholding, in accordance with the Company’s normal payrollpractices for a period of four (4) months (the “Payment Period”). The first payment will be madeon the next regular payroll date after both the Termination Date and the Effective Date havepassed, and will continue, thereafter, in accordance with the Company’s regular payroll practices,for the remainder of the Payment Period.     (b)   Executive agrees to provide consulting services to Company for a period of four (4) monthsfollowing the Termination Date (the “Consulting Period”). During the Consulting Period, Executiveagrees to be reasonably available to provide guidance and information, attend meetings as necessaryand respond to questions from Company and Company’s employees relating to his previous duties asSenior Vice President of Real Estate Sales. Executive acknowledges that he is not an employee ofthe company or a service provider during the Consulting Period and thus, will not be entitled to earn or accrue any benefitsincluding, but not limited to vacation or options to purchase shares of the Company’s common stockduring the Consulting Period. For the avoidance of doubt, Consultant agrees that, notwithstandingthe provisions of any option plan or option agreement to the contrary, vesting on his existingoptions will cease on the Termination Date.
 

 
     (c)   Company agrees to pay Executive, on Executive’s Termination Date, all wages due for workperformed through his Termination Date, including all accrued, unused vacation, and all monies dueand owing to him pursuant to the terms and conditions of ZipRealty Inc. Amended and RestatedManagement Incentive Plan — Fiscal Year 2006. By payment of the payments set forth in thisparagraph and the payments due under paragraph 1(a) of this Agreement, Executive acknowledges thathe will not be owed any additional wages, salary, monies or other forms of benefits or compensationfrom the Company.     (d)   The Parties agree that for purposes of determining the number of shares of the Company’scommon stock which Executive is entitled to purchase from the Company, pursuant to the exercise ofoutstanding options, the Executive will be considered to have vested only up through theTermination Date. Executive acknowledges that as of the Termination Date, he will have vested inoptions to purchase 67,930 shares of Common Stock and no more, as set forth in Exhibit A attachedhereto. The exercise of any stock options shall continue to be subject to the terms and conditionsof the Stock Option Agreements.     (e)   Executive’s health insurance benefits will cease on the Termination Date, subject toExecutive’s right to continue his health insurance under COBRA. Executive’s participation in allother benefits and incidents of employment will also cease on the Termination Date. Executive shallcease accruing employee benefits, including but not limited to, vacation time and paid time off, asof the Termination Date.     (f)   Executive shall continue to maintain the confidentiality of all confidential andproprietary information of the Company and shall continue to comply with the terms and conditionsof the Confidentiality Agreement between Executive and the Company. Executive shall return all ofthe Company’s property and confidential and proprietary information in his possession to theCompany.     2.   Executive represents that the foregoing consideration represents settlement in full of alloutstanding obligations owed to Executive by the Company and its owners, related entities,officers, directors, employees, agents, representatives and shareholders (the “Releasees”).Executive, on his own behalf, and on behalf of his respective heirs, family members, executors,agents, assigns, does hereby fully and forever release and discharge the Releasees of and from,and agrees not to sue concerning any claim, duty, obligation or cause of action relating to anymatters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess arising from any omissions, actsor facts that have occurred up until and including the Effective Date of this Agreement, includingwithout limitation:
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 a) any and all claims relating to or arising fromExecutive’s employment relationship;  b) any and all claims relating to, or arising from,Executive’s right to purchase, or actual purchase of shares of stock ofthe Company, including, without limitation, any claims for fraudmisrepresentation, breach of fiduciary duty, breach of duty underapplicable state corporate law, and securities fraud under any state orfederal law;  c) any and all claims under the law of any jurisdictionincluding, but not limited to, wrongful discharge of employment,constructive discharge from employment, termination in violation of publicpolicy, discrimination, harassment, retaliation, breach of contract, bothexpress and implied, breach of the covenant of good faith and fairdealing, both express and implied; promissory estoppel, negligent andintentional infliction of emotional distress, negligent and intentionalmisrepresentation, negligent and intentional interference with prospectiveeconomic advantage, unfair business practices, defamation, libel, slander,negligence, personal injury, assault, battery invasion of privacy, falseimprisonment and conversion;  d) any and all claims for violation of any federal,state or municipal statute, including, but not limited to, Title VII ofthe Civil Rights Act of 1964, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act of 1967, the Americans with DisabilitiesAct of 1990, the Fair Labor Standards Act, the Executive Retirement IncomeSecurity Act of 1974, the Worker Adjustment Retraining and NotificationAct, the Older Workers Benefit Protection Act; the California FairEmployment and Housing Act, and the California Labor Code;  e) any and all claims for violation of the federal orany state constitution;  f) any and all claims arising out of any other laws andregulations relating to employment or employment discrimination;  g) any claim for any loss, cost, damage, or expensearising out of any dispute over the non-withholding or other tax treatment of theproceeds received by Executive as a result of this Agreement; and  h) any and all claims for attorneys’ fees and costs.
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     Notwithstanding the foregoing, this Agreement does not waive rights or claims that may ariseafter the date the Agreement is executed by Executive and does not restrict or limit Executive’sright to challenge the validity of this Agreement. Nor does this Agreement waive rights or claimsunder federal or state law that Executive cannot waive by private agreement, such as a right ofindemnification under Labor Code Section 2802. Additionally, nothing in this Agreement precludesExecutive from filing a charge or complaint with or participating in any investigation orproceeding before any federal or state agency, including the Equal Employment OpportunityCommission. However, while Executive may file a charge and participate in any proceeding conductedby a state or federal agency, by signing this Agreement, Executive waives Executive’s right tobring a lawsuit against Releasees and waives Executive’s right to any individual monetary recoveryin any action or lawsuit initiated by a federal or state agency, such as the Equal EmploymentOpportunity Commission.     The Company and Executive agree that the release set forth in this section shall be and willremain in effect in all respects as a complete general release as to the matters released.     3.   Executive represents that he is not aware of any claim pending against Releasees that isreleased by this Agreement. Executive acknowledges that he has been advised by legal counseland is familiar with the provisions of California Civil Code Section 1542, which provides asfollows   A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOESNOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTINGTHE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTEDHIS OR HER SETTLEMENT WITH THE DEBTOR.     Executive, being aware of said code section, agrees to expressly waive any rights he mayhave under the above principal or any statute or common law principals of similar effect againstthe Company or Releases.     4.   Executive agrees that the consideration is given and received purely to compromise allclaims and because Executive and Company desire to avoid litigation. Executive agrees that he isnot to be considered, for any purpose or by any person, to have been the “prevailing party” withrespect to any allegations, charges or causes of action which could have been alleged in any claimcovered by this Agreement.
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     5.   Each of the undersigned agrees that none of the releases set forth in Paragraphs 2, 3 and 4releases any claims arising out of obligations set forth in this Agreement.     6.   Executive agrees that the substance of this Agreement or any part thereof is strictlyconfidential and will not be disclosed or discussed by Executive without prior written permissionfrom the Company, to or with any person whomsoever, with the exception only of theExecutive’s immediate family members, attorneys retained by the Executive, accountants, taxconsultants, and/or duly designated taxing authorities of the government of the United States ofAmerica and the government of the State of California, or except pursuant to a subpoena issued by astate or federal court or agency or as required by the Freedom of Information Act (the“Disclosees”) or to other governmental and/or regulatory agencies as legally required. Executivefurther agrees that he will not, without the prior written permission of the other parties,directly or indirectly, disclose to any person whomsoever, with the sole exception of theDisclosees, any information regarding the substance of any part of this Agreement. Executivespecifically agrees that, if questionedbyanypersonwhomsoever, other than the Disclosees, concerning the substance of this Agreement and/orany part of this Agreement, he will, attheabsolutemaximum,respond only that, “We have resolved our differences.” The Parties may state thatExecutive has voluntarily resigned from his employment in order to accept a new employmentopportunity. Executive agrees and acknowledges that the Company may disclose the terms of thisAgreement if in its judgment it is required to do so by law, including by any SEC regulations.     7.   Executive specifically agrees that each and all of the terms and provisions in paragraph 6are of the essence of this Agreement and shall be strictly and consistently observed by the Partiesfor any and all purposes whatsoever and as to any and all third persons whomsoever, with the soleexception of the Disclosees. Executive further agrees that any disclosures in violation of theforegoing shall constitute and be treated as a material violation and breach of this Agreement.Executive understands that in exchange for the payment of the above-mentioned consideration,Executive agrees to keep confidential and not publicize, or cause to be publicized, or communicatein any manner, any information whatsoever concerning the final resolution and settlement of thismatter, including the existence of this Agreement, and facts or allegations of the dispute asdescribed herein, to any person or entity, public, private, governmental, or regulatory, except asis necessary for tax purposes or as a result of a lawful subpoena or court order, and specificallybars, but is not limited to, publication in any form of radio, television, print media, whethernewspapers, magazines and/or professional journals, or by any computer network including, but notlimited to, the Internet, World Wide Web (“WWW”), e-mail, public or private chat rooms or bulletinboards, or similar media, with the understanding that such confidentiality is bargained forconsideration by the Company in the release herein. This Agreement of confidentiality extends toExecutive’s attorneys, heirs, agents, and their representatives.
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     8.   Executive represents and warrants that henceforth he will refrain from making or publishingany derogatory or disparaging remarks or statements, oral or written, to any third parties aboutthe other party and the Releasees. The Company represents that it will refrain from making orpublishing any derogatory or disparaging remarks or statements, oral or written, about theExecutive.     9.   Executive acknowledges that he is waiving and releasing any rights he may have under theAge Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowingand voluntary. Executive and the Company agree that this waiver and release does not apply to anyrights or claims that may arise under the ADEA after the Effective Date of this Agreement.Executive acknowledges that the consideration given for this Agreement is in addition to anythingof value to which Executive was already entitled. Executive further acknowledges that he has beenadvised in writing that:     a) he should consult with an attorney prior to executing this Agreement.     b) he has up to twenty-one (21) calendar days to consider this Agreement and to consult withlegal counsel.     c) he has seven (7) calendar days following Executive’s execution of this Agreement to revokethe Agreement. The revocation must be in writing and must be directed to Richard F. Sommer, ChiefExecutive Officer, at the Company’s headquarters at 2000 Powell Street, Emeryville, California94608.     d) this Agreement shall not become effective and enforceable until after the passage of thisseven-day revocation period.     e) nothing in this Agreement prevents or precludes Executive from challenging or seeking adetermination in good faith of the validity of this waiver under the ADEA, nor does it impose anycondition precedent, penalties or costs from doing so, unless specifically authorized by federallaw.     To the extent that Executive has taken fewer than twenty-one (21) days to consider thisAgreement, Executive acknowledges that Executive has had sufficient time to consider the Agreementand to consult with counsel and that Executive did not desire or need additional time.     10.   This Agreement is effective after it has been signed by both Parties and after eight (8)days have passed since Executive signed the Agreement the (“Effective Date”).     11.   The Parties agree that any and all disputes arising out of the terms of this Agreement,their interpretation, and any of the matters herein released, shall be subject to bindingarbitration in San Francisco County, California before the American Arbitration Association underits National Rules for the Resolution of Employment Disputes of California Code of Civil Procedure.The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief inany court of competent jurisdiction to enforce the arbitration award. The Parties hereby agree towaive their right to have any dispute between them resolved in a court of law by a judge or jury.This paragraph will not prevent either party from seeking injunctive relief (or any otherprovisional remedy) from any court having jurisdiction over the Parties and the subject matter oftheir dispute relating to Executive’s obligations under this Agreement.
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     12.   If any provision of this Agreement or the application thereof is held invalid, theinvalidity shall not affect other provisions or application of the Agreement which can be giveneffect without the invalid provisions or application and to this end the provisions of thisAgreement are declared to be severable.     13.   This Agreement, in conjunction with the Stock Agreement, the Indemnification Agreementand Confidentiality Agreement, contains the entire agreement of the Parties with respect to thematters covered by this Agreement and no promise made by any party or by an officer, attorney, oragent of any party that is not expressly contained in this Agreement shall be binding or valid.This Agreement supersedes any prior Agreement between the Parties with the exception of theConfidentiality Agreement, Indemnification Agreement and the Stock Agreements. Additionally, anymodification of any provision of this Agreement, to be effective, must be in writing and signed bythe party to be charged.     14.   This Agreement shall be governed by and construed under the laws of the State ofCalifornia.     15.   This Agreement may be executed by facsimile and in counterparts, and the counterparts,taken together, shall constitute the original.     16.   Each of the undersigned executing this Agreement on behalf of a party represents andwarrants that he or she is a duly appointed agent or duly elected officer of the party and is fullyauthorized to execute this Agreement on that party’s behalf.     17.   Each party to this Agreement has consulted with, or had the opportunity to consult with,legal counsel concerning all paragraphs of this Agreement. Each party has read the Agreement andhas been fully advised by legal counsel with respect to the rights and obligations under theAgreement, or has had the opportunity to obtain such advice. Each party is fully aware of theintent and legal effect of the Agreement, and has not been influenced to any extent whatsoever byany representation or consideration other than as stated herein. After consultation with andadvice from, or the opportunity for consultation with and advice from, legal counsel, each partyvoluntarily enters into this Agreement.
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         DATED: 2/9, 2007 /s/ Jeffrey G. Wagoner   Jeffrey G. Wagoner           DATED:  FEB 9, 2007 ZipRealty, Inc.