EX-10.24



 Exhibit 10.24 

RETIREMENT AGREEMENT AND RELEASE OF ALL CLAIMS 

This Retirement Agreement and Release of All Claims (the “Agreement”) is entered into by
and between GENE A. BERMAN (referred to herein as “you” or the “Executive”) and MARCUS & MILLICHAP, INC., a Delaware corporation (the “Company”). The
Executive and the Company hereinafter collectively referred to as the “Parties.” 
 RECITALS

 WHEREAS, the Executive previously served as the Company’s Executive Vice President; 

WHEREAS, the Executive will retire effective January 31, 2017 (the “Retirement
Date”); 
 WHEREAS, the Parties agreed that the Executive will provide consulting services
(the “Consulting Services”), which will commence on February 1, 2017 and that are anticipated to end on December 31, 2017, unless extended pursuant to Section 4 (b) (i) below (the period from February
1, 2017 until the actual date that the Executive ceases to provide Consulting Services, the “Consulting Period”), as described more fully herein; 

WHEREAS, the Company previously granted the Executive 573,728 Deferred Stock Units (the “DSU
Award”), pursuant to the Deferred Stock Unit Award Agreement dated November 5, 2013 (the “DSU Award Agreement”); 

WHEREAS, on November 4, 2013, the Company and the Executive entered into six (6) separate Amendment, Restatement and
Freezing of Stock Appreciation Rights Agreements (the “SAR Agreements”) that provide for deferred compensation payable to the Executive in the aggregate amount of $ 1,384,534.00, as of the date of such SAR Agreements as
subsequently adjusted for a FICA adjustment and earnings through December 31, 2016, (the amount subject to the SAR Agreements, the “SAR Account Balance”), all of which is subject to the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (“Section 409A”); 

WHEREAS, on November 4, 2013, the Company and the Executive entered into a Sale Restriction Agreement (the
“Sale Restriction Agreement”) whereby Executive agreed to restrictions on his ability to sell certain shares of common stock of the Company that he held as of such date (the “Restricted Shares”), which
such sale restriction lapses over time as set forth in the Sale Restriction Agreement; 
 WHEREAS, the Executive is a
participant in the Company’s Deferred Compensation Plan as restated effective January 1, 2014 (the “Deferred Compensation Plan”); and 

WHEREAS, the Parties desire to formalize the terms and conditions related to Executive’s retirement and his
provision of Consulting Services following his retirement, in each case, pursuant to this Agreement. 

  
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 NOW, THEREFORE, in consideration of the mutual promises and conditions set
forth herein, and for other good and sufficient consideration, the sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows: 

AGREEMENT 

1.       Executive’s Retirement. 

(a)       The Executive resigns his current position and active employment with the Company
effective as of the Retirement Date and thereafter will become a paid consultant of the Company effective February 1, 2017.     The Executive understands that effective as of the Retirement Date, the Executive will cease to be an
officer of the Company, and that he will not be provided access to non-public Company financial or operational information. It is acknowledged that the Executive will not trade Company stock during the current
blackout period as determined by the Company, but that thereafter subsequent blackout periods and the Company stock sale guidelines will be inapplicable to the Executive. Notwithstanding the foregoing, the Executive’s trading in Company stock
shall be governed by rules and regulations prohibiting or limiting stock trades on material information regarding the Company which has not been disclosed to the public. 

(b)       Effective as of the Retirement Date, the Executive will cease to be an employee of,
or have any connection with, or claims against the Company (except for payments or benefits due hereunder). The Executive’s right to participate in the employee benefits offered by the Company shall cease on the Retirement Date, except as set
forth herein or as required by applicable law. 
 (c)       Additionally, effective as of the
Retirement Date, the Executive resigns as an officer and/or a member of the Board of Directors of any of the Company’s subsidiaries. 

2.       Accrued Benefits.   As of the Retirement Date, Executive was
paid all of the Executive’s salary, all incentive or bonus payments (including without limitation payment under the Executive Short Term Incentive Plan or any fiscal year incentive programs or commitments), all accrued, but unused, vacation and
all other wages earned through the Retirement Date, less all applicable withholdings and required deductions. The Executive agrees that as of the Retirement Date, the Executive has been paid all compensation or incentive payments due the Executive
as of the Retirement Date by virtue of the Executive’s employment, in keeping with the Company’s policy and practice, except any payments or rights pursuant to this Agreement that will be paid following the Retirement Date. 

3.       Restrictive Covenants.   Section 7 of the SAR Agreements,
as applicable, and Section 5 of the Sale Restriction Agreement contain certain restrictive covenants applicable to the Executive (the “Restrictive Covenants”), which shall remain in full force and effect. For purposes of
applying the Restrictive Covenants, the three (3) year period described in the Restrictive Covenants shall commence after the end of the Consulting Services. The timing of the three (3) year period set out above in this Section 3
shall have no impact on the Initial Payment Date as defined below under the SAR Agreements or on the commencement of the payment of the DCP Account Balance defined in Section 4 (f) below. 

  
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 4.       Retirement Benefits;
Consideration. If the Executive timely signs and does not revoke this Agreement, continues to comply with the Restrictive Covenants and complies with this Agreement, he will be eligible for the benefits set forth below in consideration of
his Consulting Services, cooperation with the Company and release of claims in favor of the Company, as describe in Section 5 below (the “Release”): 

  (a)       Retirement Benefits.     The Executive
will be entitled to the following retirement benefits: 

(i)         The Company will provide the Executive with the continued
use of the Company’s leased automobile currently in his possession until the earlier of (x) the termination of the existing lease of the automobile currently in the Executive’s possession or (y) the end of the Consulting Period
and will continue to cover the insurance, maintenance and fuel costs associated with the leased automobile, on the same basis as was applicable for Executive prior to the Retirement Date; and 

(ii)         If needed, as mutually agreed between the Company and the
Executive, until the termination of the Consulting Period, the Company will at its cost provide suitable office and secretarial support. 

  (b)       Post-Reirement Consulting. 

(i)         Consulting Services
(“Consulting Agreement”).   The Executive agrees that during the Consulting Period, the Executive shall provide Consulting Services as reasonably requested
by the Company, through, and only through, its Chief Executive Officer (CEO) or any other person designated by the CEO, (a) the Company shall provide the Executive with reasonable advance notice when requesting such services or assistance,
(b) the Company shall exercise reasonable efforts to schedule any services or assistance requested and the Executive shall exercise reasonable efforts to fulfill the Company’s consulting requests in a timely manner, notwithstanding his
personal and other business commitments. The Consulting Agreement may be terminated, extended or modified by mutual agreement of the Parties. The Consulting Agreement may be terminated by the Company at any time with thirty (30) days’
notice (without the opportunity to cure) to the Executive if the Executive either (i) breaches any provision of this Agreement, including, without limitation any of the provisions of sections 3, 4, 8, 9, or 12 of this Agreement, or
(ii) refuses to, fails to, or otherwise is unable to, fulfill his consulting obligations hereunder within the time period requested by the CEO, including, without limitation, by reason of death, disability, or resignation, or (iii) refuses
or fails to appropriately support the CEO in his lawful business activities pursuant to the other terms of this Agreement, including without limitation providing work product hereunder which is deemed by the CEO to be of little use or of poor
quality. If the Consulting Agreement terminates for any reason, the Consulting Period shall similarly end on the date of the termination of the Consulting Agreement for all purposes hereunder. The Consulting Period and the terms and compensation of
the Consulting Agreement may be extended and amended upon the mutual written agreement of the parties hereto which is formalized in a fully executed Amendment to this Agreement. This Agreement shall not be extended by implication or otherwise
without such written Amendment executed by the parties hereto. 

  
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  (ii)           Consulting Services
Compensation.   During the Consulting Period, the Executive shall be paid a monthly consulting fee of $15,000, which will be paid in arrears on the last day of each month during the Consulting Period, following the submission of a
written invoice detailing the work performed during the month. 

  (iii)           Time Commitment.
  The parties intend that the Executive work on assignments designated by the CEO in an amount approximating 16 hours per week or 64 hours per month during the Consulting Period. At any point during the Consulting Period that the Parties
agree that the Executive will provide less than thirty-four hours of Consulting Services per month during the remainder of the Consulting Period, the Executive will be deemed to have incurred a “separation from service” within the meaning
of Section 409A as of the beginning of the first month in which the Executive provides less than thirty-four hours of Consulting Services (the “Section 409A Separation
Date”). It is acknowledged that during the projected term of the Consulting Agreement, the Executive shall be entitled to take up to four weeks leave which shall not be considered a reduction in service
impacting a determination under Section 409 A. The Section 409A Separation Date shall be the separation from service or termination of employment date under the SAR Agreements, the DSU Award Agreement and the Deferred Compensation Plan with
respect to any “nonqualified deferred compensation,” within the meaning of Section 409A, payable to the Executive thereunder. 

  (iv)           Reimbursement of Consulting
Expenses.   Pursuant to and in accordance with the Company expense policies then in effect, the Company shall promptly reimburse the Executive, upon receipt of reasonable documentation, for all
out-of-pocket expenses necessarily incurred by the Executive, including reasonable expenses for travel and accommodations (but, in each case, only to the extent that the Executive has been requested or
authorized, in accordance with the terms hereof, to incur such expenses in relation to his consulting responsibilities) for the purpose of providing any Consulting Services required under this Section 4(b). 

  (v)            Status as a
Consultant.   The Executive will not be treated as an employee of the Company for any purpose with respect to such Consulting Services, including for purposes of any of the Company’s benefit plans. 

  (vi)           Non-Competition/Non-Solicitation. 

(a)       During the Consulting Period, and for a period of three years after
the termination of the Consulting Period , the Executive shall not directly or indirectly, either as an employee, employer, consultant, agent, principal, owner, partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the Business of the Company or the Company’s subsidiaries (the “Non-Compete
Covenant”). For purposes of this Agreement, the Business of the Company means the brokerage of and/or providing other advisory services for real estate 

  
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investment sales or the brokerage or origination of loans secured by real estate in North America. The Parties agree that this restrictive covenant is reasonably necessary and vital to protect
Company’s legitimate business interests, including the protection of Company’s trade secrets, proprietary and confidential information, substantial business relationships, customer and client goodwill throughout the geographic territory
where Company and its subsidiaries transact business, and the extraordinary training which Executive received and which Executive provided to Company’s officers, employees and agents during the scope of Executive’s employment with Company.

 (b)     During the Consulting Period, and for a period of three years after the
termination of the Consulting Period, Executive agrees not to solicit any officer, director, shareholder, employee, broker, salesman, customer, supplier, vendor, or service-provider of the Company or any of its affiliates or subsidiaries, to alter
or terminate their employment, or contractual or business relationship, as applicable, with the Company and/or its affiliates or subsidiaries for any reason or otherwise interfere with any employment or contractual relationships of the Company or
its affiliates or subsidiaries. Executive further agrees not to induce, cause or solicit any officer, director, shareholder, employee, broker, salesman, customer, supplier, vendor, or service-provider to dissociate from of Company or its affiliates
or subsidiaries for the purpose of joining a business competitive to Company or its affiliates or subsidiaries. 

  (c)     Covenants Independent.   Each restrictive
covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Executive and the Company, and the existence of any
claim or cause of action by the Executive against the Company, whether predicated upon another covenant or provision of the Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any restriction or restraint set
forth herein. 
   (d)     Executive recognizes and agrees that the Company
will suffer irreparable harm in the event that Executive violates any of the provisions of this Section 4. Accordingly, Executive agrees that Company will have the right to obtain an immediate injunction against any breach or threatened breach of
this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. Executive hereby waives to the fullest extent permitted by law any requirement for the posting of a bond or other
security in connection with the granting to Company of such injunctive. 

(vii)         Confidentiality; Invention Assignment.
  Coincident with the execution of this Agreement, the Executive shall execute a new Confidentiality and Non-Disclosure Agreement (the “Consulting Confidentiality
Agreement”) to cover the Consulting Period. 

(viii)         SEC Matters.   The Company
acknowledges that the Executive shall not be subject to the Company’s stock ownership or stock sale guidelines; provided, however, the Executive acknowledge that he will remain subject to any blackout or window trading periods following the
Retirement Date if it is determined, in the discretion of the Company, that the Executive is receiving non-public information regarding the Company’s financial results or other material non-public information. 

  
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 (ix)       Mutual
Indemnification. 
 (1)       The Executive agrees to indemnify and hold
harmless the Company and its Affiliates (as defined below), and their respective officers, directors, employees and agents (each, an “Indemnified Person”) from and
against any and all losses, claims, damages, expenses and liabilities arising out of, or in connection any activity contemplated by the Consulting Agreement, or any other services rendered in connection therewith, except for losses, claims, damages,
expenses or liabilities that have resulted directly from an Indemnified Party’s gross negligence, misrepresentation(s) or willful misconduct. The Executive also agrees that no Indemnified Person shall have any liability to the Executive for or
in connection with the Consulting Services, except for any such liability for losses, claims, damages, expenses or liabilities incurred by the Executive that directly result from the gross negligence or willful misconduct of such Indemnified Person.

 (2)       The Company agrees to indemnify and hold harmless the Executive
from and against any and all losses, claims, damages, expenses and liabilities arising out of, or in connection any activity contemplated by the Consulting Agreement, or any other services rendered in connection therewith, except for losses, claims,
damages, expenses or liabilities that have resulted directly from the Executive’s gross negligence or willful misconduct. The Company also agrees that the Executive shall not have any liability to the Company for or in connection with the
Consulting Agreement, except for any such liability for losses, claims, damages, expenses or liabilities incurred by the Company that directly result from the gross negligence or willful misconduct of the Executive, or Executive’s breach of
this Agreement. 
 (3)       Neither the Company nor Executive shall be
obligated to indemnify and hold harmless the other party for any claims or demands relating to Section 409 A. 

(c)       SAR Agreements.     As of the date
hereof, the entire amount of the SAR Account Balance, as adjusted for earnings and a FICA adjustment, is subject to the requirements of Section 409A (the “Non-Grandfathered SAR
Amount”). Pursuant to the SAR Award Agreements, the Non-Grandfathered SAR Amount will be distributed to the Executive in ten (10) annual installments. On a date
determined by the Company within thirty (30) days of the end of the calendar year including the Executive’s Section 409A Separation Date (the “Non-Grandfathered SAR Initial Payment
Date”), the Company shall calculate the amount of the first payment to the Executive, an amount equal to ten percent (10%) of the Non-Grandfathered SAR Amount as of the
Non-Grandfathered SAR Initial Payment Date ; provided that such payment shall not be made until the date that is six (6) months and one (1) day after the Section 409A Separation Date if the
Executive is a “specified employee” on such Separation Date as determined by the Company. By each of the nine (9) anniversaries of the Non-Grandfathered


  
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SAR Initial Payment Date, an additional payment will be made to the Executive equal to (x) the value of the Non-Grandfather SAR Amount, as adjusted
for earnings, on the payment date divided by (y) the number of remaining installment payments. The undistributed Non-Grandfathered SAR Amount will continue to be credited with earnings pursuant to the SAR Award Agreements. 

(d)       Sale Restriction Agreement.   Pursuant to the terms of the
Sale Restriction Agreement, twenty percent (20%) of the Restricted Shares are released from the Sale Restriction (as defined in the Sale Restriction Agreement) on each anniversary of November 4, 2013, subject to the Executive’s continued
service to the Company. The following shall apply to the release of the Sale Restriction with respect to the Restricted Shares: 

(i)           Sixty percent (60%) of the Restricted Shares
have been released from the Sale Restriction as of the date hereof. 

(ii)           An additional twenty percent (20%) of the
Restricted Shares will be released from the Sale Restriction on each remaining anniversary of November 4, 2013 (i.e., November 4, 2017 and November 4, 2018). 

(iii)           If the Executive violates the Non-Compete Covenant prior to the last release date on November 4, 2018, then the portion of your Restricted Shares that have not been released as of the date of such violation will be delayed and not released from
the Sale Restriction until the fifth anniversary of the date you cease to provide services to the Company. 

(e)       DSU Award.   Pursuant to the terms of the DSU Award
Agreement, twenty percent (20%) of the Deferred Stock Units subject to the DSU Award are settled on each anniversary of November 5, 2013, subject to the Executive’s continued service to the Company. The following shall apply to the settlement
of the Deferred Stock Units subject to the DSU Award: 

(i)           Sixty percent (60%) of the Deferred Stock
Units subject to the DSU Award have been settled as of the date hereof. 

(ii)           Until the Section 409A Separation Date, an
additional twenty percent (20%) of the Deferred Stock Units subject to the DSU Award will be settled on each remaining scheduled settlement date under the DSU Award Agreement (i.e., November 5, 2017 and November 5, 2018). 

(iii)           On the fifth (5th) anniversary of Section 409A Separation Date, all Deferred Stock Units not previously settled in accordance with the DSU Agreement and this Agreement will be settled. 

(f)       Deferred Compensation Plan.   The Executive’s account
balance under the Deferred Compensation Plan (the “DCP Account Balance”) will be distributed in accordance with the elections previously made by the Executive under the
Deferred Compensation Plan; provided, however, that for determining the timing of distributions with respect to any portion of the DCP Account Balance that is subject to Section 409A, the following shall apply: 

  
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 (i)          
the date of termination of employment shall mean the Section 409A Separation Date; and 

(ii)           if required under Section 409A,
distributions scheduled to be made during the first six (6) months following the Section 409A Separation Date shall be delayed and paid on the date that is six (6) months and one (1) day after the Section 409A Separation Date.

 5.       General Releases and Waivers of Claims. 

(a)       General Release.     Except as otherwise provided
in Section 5(c), in return for the consideration set forth in Section 4 above, the Executive, on behalf of himself, as well as the Gene Allen Berman Trust Dated 5/9/06, the Executive’s heirs, beneficiaries, successors, representatives,
trustees, administrators and assigns, freely and voluntarily hereby waives and releases the Company, and each of its past, present and future officers, directors, shareholders, the employees, consultants, accountants, attorneys, agents, managers,
insurers, sureties, parent and sister corporations, divisions, subsidiary corporations and entities, partners, joint venturers and affiliates (and each of their respective beneficiaries, successors, representatives and assigns) and all persons
acting in concert with them (collectively, “Affiliates”) from any and all claims, demands, damages, debts, liabilities, controversies, obligations, actions or causes of action of any nature
whatsoever, including without limitation, any claims as an officer, director or owner of equity in the Company, whether based on tort, statute, contract, indemnity, rescission or any other theory of recovery, and whether for compensatory, punitive,
equitable or other relief, whether known, unknown, suspected or unsuspected, against the Company and/or its Affiliates, including without limitation claims which may have arisen or may in the future arise in connection with any event that occurred
on or before the date of the Executive’s execution of this Release. 
 These claims include but are not limited to
claims arising under federal, state and local statutory or common law, including, but not limited to the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq. (“ADEA”); Title VII of the Civil Rights Act of 1964,
as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the
Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. § 2101 et seq.; the United States Constitution, the California Fair Employment and Housing Act, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, Cal. Lab. Code §§ 1197.5(a),1199.5; the
Moore-Brown-Roberti Family Rights Act of 1991, Cal. Gov’t Code §§12945.2, 19702.3; the California WARN Act, Cal. Lab. Code § 1400 et seq,; the California Labor Code; the California Constitution, the Florida Civil Rights Act, Fla.
Stat. §760.10 and similar county, city and/or local ordinances that prohibit discrimination in employment based on protected classes (i.e., race. Color, national origin, disability, ancestry, religion, marital status, or gender);
Florida’s Whistleblower Act, Fla. Stat. 448.101, et seq.; Florida’s Drug Free 

  
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Workplace Act, Fla. Stat. §440.105(5); Florida’s Workers’ Compensation law, Fla. Stat. §440.205, prohibiting retaliatory discharge; Florida’s General Labor Regulations,
Fla. Stat. §448.01, et seq.; the Florida Constitution; (all as amended) claims arising out of any legal restrictions on the Company’s right to terminate its employees; or claims arising under state and federal whistleblower statutes to the
maximum extent permitted by Law. Nothing herein shall be construed to impede the Executive from communicating directly with, cooperating with or providing information to any government regulator. 

(b)       Unknown Claims.   The Executive expressly waives any right or
claim of right to assert hereafter that any claim, demand, obligation and/or cause of action has, through ignorance, oversight or error, been omitted from the terms of this Release. The Executive makes this waiver with full knowledge of his rights
and with specific intent to release both his known and unknown claims, and therefore specifically waives his rights under Section 1542 of the Civil Code of California or other similar provisions of any other applicable law (collectively,
“Section 1542”), which reads as follows: 
 “A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”

 The Executive understands and acknowledges the significance and consequence of this Release and of such specific
waiver of Section 1542, and expressly agrees that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected claims, demands,
obligations and causes of action herein above specified. 
 (c)       Claims Not
Released. 

    (i)           This Release does not
waive rights or claims under federal or state law that the Executive cannot waive by private agreement, including, but not limited to the Executive’s right to file a claim for unemployment benefits, worker’s compensation benefits, claims
under the Fair Labor Standards Act, health insurance benefits under COBRA, or claims with regards to vested benefits under a retirement plan governed by ERISA. Further, Executive does not waive rights or claims with respect to his right to
indemnification under California Labor Code § 2802 California Corporations Code §317, the Company’s bylaws, any indemnification agreement between the Company and Executive, or any other federal or state statute, law, regulation or
provision that confers upon Executive a right to defense or indemnification arising out of the services he performed for the Company. 

    (ii)           Nothing in this
Agreement, including but not limited to this Section 5, shall be interpreted to mean or imply that Executive is waiving, or has waived, is releasing or has released, any claim (1) arising from any right or benefit arising under this
Agreement, including but not limited to rights or benefits to be paid, vested or 

  
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accrued after February 1, 2017 under the DSU Award Agreement, the SAR Agreements, the Sale Restriction Agreement, the Deferred Compensation Plan and/or Consulting Agreement; (2) otherwise
arising as a result of a breach by the Company and/or any of its Affiliates or subsidiaries, of this Agreement; (3) arising under federal or state law that Executive cannot waive by private agreement; (4) the Fair Labor Standards Act,
health insurance benefits under COBRA, and/or the Employee Retirement Income Security Act of 1974, as amended. 

    (iii)           Notwithstanding the
foregoing, as a material inducement to Company entering into this Agreement, Executive asserts, warrants and represents that Executive is unaware of any claim which may exist which would give rise to a claim for relief under against the Company
under this paragraph 5. 
   (d)       Review and Revocation.
  In accordance with the Older Workers Benefit Protection Act, the Executive acknowledges and agrees this Agreement includes a waiver and release of all claims that the Executive has or may have under the ADEA. With respect to the
release of claims under the ADEA, the Executive acknowledges that: 

  (i)           This Agreement is written in a
manner calculated to be understood by the Executive and the Executive understands it. 

  (ii)           The waiver and release of claims
under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which the Executive signs this Agreement. 

  (iii)           This Agreement provides for
consideration in addition to anything of value to which the Executive is already entitled. 

  (iv)           The Executive is hereby advised
to consult an attorney before signing this Agreement. 

  (v)           The Executive has been granted twenty-one (21) days after receiving this Agreement to decide whether or not to sign this Agreement. If the Executive signs this Agreement prior to the expiration of the
twenty-one (21) day period, the Executive does so voluntarily and after having had the opportunity to consult with an attorney, and the Executive hereby waives the remainder of the twenty-one (21) day period. 

  (vi)           The Executive has the right to
revoke this Agreement within seven (7) days of signing this Agreement, and this Agreement shall not be enforceable or effective until the eighth (8th) day after he signs this Agreement (the “Effective
Date”). 

  (vii)           In the event this Agreement is
revoked, this Agreement will be null and void in its entirety, and the Executive will not be entitled to the benefits provided in Section 4 of this Agreement. If the Executive wishes to revoke this Agreement, the Executive must deliver written
notice stating his intent to revoke this Agreement to Bob Kennis, the Company’s General Counsel, on or before 5:00p.m. on the seventh (7th) day after the date on which the Executive signed this Agreement. 

  
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 6.       No Admission.
  Nothing contained in this Agreement shall constitute or be treated as an admission by the Executive or the Company of any liability, wrongdoing, or violation of law. 

7.       No Future Actions.   To the extent permitted by law, the
Executive agrees that the Executive shall not encourage, cooperate in, or initiate any suit or action of any kind, or voluntarily participate in same, individually or as a representative, witness or member of a class, under contract, law or
regulation, federal, state or local, pertaining to any matter related to his employment with the Company. The Executive represents that he has not, to date, initiated (or caused to be initiated) any such suit or action. 

The Executive agrees that if he, or anyone purporting to act on his behalf or under any assignment of claims from the
Executive, hereafter commences any suit arising out of, based upon, or relating to any of the claims released by the Agreement or in any manner asserts against the Company and/or its Affiliates, any of the claims released hereunder, then, to the
maximum extent permitted by law, the Executive will pay to the Company and/or its Affiliates, as applicable, in addition to any other damages caused to them thereby, all attorneys’ fees incurred by the Company and/or its Affiliates, as
applicable, in defending or otherwise responding to said suit or claim. 
 The foregoing shall not apply if the Executive
is required to participate by legal process or other requirement of applicable law, provided that the Executive gives the Company notice if legal process is served on the Executive; or to any challenge by the Executive to the validity of any release
herein of ADEA claims or to any to suit or action brought by the Executive to assert such a challenge. 
 Additionally,
nothing in this Agreement precludes the Executive from participating in any investigation or proceeding before any federal or state agency, or governmental body, including, but not limited to, the Equal Employment Opportunity Commission, the
Securities and Exchange Commission, and/or the Department of Justice. However, while the Executive may file a charge, provide information, or participate in any investigation or proceeding, by signing this Agreement, the Executive, to the maximum
extent permitted by law, waives any right to bring a lawsuit against the Company, and waives any right to any individual monetary recovery in any such proceeding or lawsuit or in any proceeding brought based on any communication by the Executive to
any federal, state or local government agency or department. 
 8.       Cooperation
with the Company.   In addition, the Executive shall, without further compensation, cooperate with and assist the Company in the investigation of, preparation for or defense of any actual or threatened third party claim,
investigation or proceeding involving the Company or its predecessors or affiliates and arising from or relating to, in whole or in part, the Executive’s employment with the Company or its predecessors or affiliates for which the Company
requests the Executive’s assistance, which cooperation and assistance shall include, but not be limited to, providing truthful testimony and assisting in information and document gathering efforts. In connection herewith, it is agreed that the
Company will use its reasonable best efforts to assure that any request for such cooperation will not unduly interfere with the Executive’s other material business and personal obligations and commitments. 

  
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 9.       Confidential Information.
  To the maximum extent permitted by law, the Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Agreement, disclose, use, remove or
copy any Confidential Information, trade secret or proprietary information he acquired during the course of his employment and affiliation with the Company. “Confidential Information,” for purposes
of this Agreement, includes any oral, written and/or electronic information not previously published or generally available in the public domain. Confidential Information, trade secrets and proprietary information includes without limitation, any
technical, actuarial, economic, financial, procurement, provider, enrollee, customer, underwriting, contractual, managerial, marketing, strategic planning or other information of any type regarding the business in which the Company is engaged, but
not including any previously published information or other information generally in the public domain. The Executive also agrees that he shall not without the Company’s written consent by an authorized representative, directly or indirectly
use the Company’s Confidential Information, trade secrets and proprietary information, including but not limited to customer lists, to solicit business of any customers of the Company (other than on behalf of the Company). The Executive
acknowledges and agrees that any “Invention,” including without limitation, any developments or discoveries by the Executive during the course of his employment with the Company through the date of
execution of this Release resulting in patents, lists of customers, trade secrets, specialized know-how or other intellectual property useful in the then-current business of the Company and any original works
of authority are the property of the Company and shall be used for the sole benefit of the Company. If not previously assigned to the Company, the Executive hereby assigns ownership of any and all Inventions to the Company, provided, however, that
the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code section 2870, which provides as follows. 

 

	 	“(a)	Any provision in an employment agreement which provides that an the Executive shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the
Executive developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice
of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the Executive for the employer. 


 

	 	(b)	To the extent a provision in an employment agreement purports to require an the Executive to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.” 

 This provision shall supplement, but not limit or
supersede any other agreement between the Executive and the Company concerning any Confidential Information or other intellectual property. 

  
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 10.       Return of Property.   The
Executive agrees that, as of the Retirement Date, the Executive has returned to the Company any and all Company property in Executive’s possession or control, including, without limitation, equipment, documents (in paper and electronic form),
credit cards, and phone cards and/or you have returned or destroyed all Company property that you stored in electronic form or media (including, but not limited to, any Company property stored in Executive’s personal computer, USB drives or in
a cloud environment). This Section 10 shall not apply to any items that the Company determines are necessary for Executive to provide the Consulting Services; provided that any such items shall instead be returned as of the end of the
Consulting Period). 
 11.       Opportunity to Consult with Counsel.   The Executive
acknowledges that he has had an opportunity to consult with and be represented by counsel of the Executive’s choosing in the review of this Agreement, that Executive has been advised by the Company to do so, that the Executive is fully aware of
the contents of the Agreement and of its legal effect, that the preceding paragraphs recite the sole consideration for this Agreement, and that the Executive enters into this Agreement freely, without duress or coercion, and based on the
Executive’s own judgment and wishes and not in reliance upon any representation or promise made by the Company, other than those contained herein. 

12.       Non-Disparagement.   The Executive
agrees not to disparage the Company or to do anything in a manner likely to portray the Company, its services, products or personnel in a negative light or that might injure the Company’s business or affairs. This would include, but is not
limited to, disparaging remarks about the Company as well as its shareholders, officers, directors, employees, agents, lawyers, advisors, partners, affiliates, consultants, products, services, formulae, business practices, corporate structure or
organization, and marketing methods. The Company, limited to its current executive officers and directors, for so long as such executive officer is an employee of the Company or director remains as a director of the Company, agrees to instruct such
officers and directors to not make any oral or written public statements disparaging Executive. The parties agree that the provisions of this Paragraph 12 are material terms of this Agreement. Nothing herein shall in any way prohibit the Company
from disclosing such information as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to Executive. 

13.       No Reemployment.   The Executive acknowledge that the Executive will have no
right to employment with the Company after the Retirement Date and that the Executive shall not apply for reemployment with the Company after the Retirement Date. 

14.       Section 409A.   The Executive and the Company intend that all payments made
under this Agreement are exempt from, or compliant with, the requirements of Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be
interpreted to be so exempt or to comply. In no event will the Company reimburse you for any taxes or other penalties that may be imposed on you as a result of Section 409A. 

15.       Entire Agreement.   The Executive agrees that the Sale Restriction Agreement,
the DSU Award Agreement, the SAR Agreements and the Deferred Compensation Plan will 

  
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continue to govern your rights thereunder, including, without limitation, any vesting or payment acceleration provisions application upon a change in control or otherwise, as set forth therein,
except to the extent modified pursuant to this Agreement (as so modified, the “Modified Compensation Agreements”). Further, the Executive agrees that except for the Modified Compensation Agreements and the Consulting
Confidentiality Agreement, and except as otherwise expressly provided in this Agreement, this Agreement renders null and void any and all prior or contemporaneous agreements between the Executive and the Company or any affiliate of the Company. The
Executive and the Company agree that this Agreement constitutes the entire agreement between the Executive and the Company and any affiliate of the Company regarding the subject matter of this Agreement, and that this Agreement may be modified only
in a written document signed by the Executive and a duly authorized officer of the Company. 

16.       Choice of Law.   This Agreement shall be construed and
interpreted in accordance with the laws of the State of California. Any dispute hereunder shall be filed and adjudicated in the appropriate federal or state court in Los Angeles County, California. 

17.       Severability.   The provisions of this Agreement are
severable. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and such invalidity or unenforceability shall not affect any other provision of this Agreement, the balance of
which will remain in and have its intended full force and effect; provided, however that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision shall be deemed to have been
modified so as to be valid and enforceable to the maximum extent permitted by law. 

18.       Reformation.   In the event any part, term or provision herein
is not enforceable including because its geographic scope, length or subject matter is determined to be excessive, then such part, term or provision shall be reformed to the minimum extent necessary to make such part, term or provision enforceable.

 19.       Headings.   The headings of the Sections of this
Agreement are provided for convenience only. They do not alter or limit, in any way, the text of any Section of this Agreement. 

20.       Survival.   The provisions of this Agreement that are
intended, by their nature, to survive the expiration or termination of this Agreement, shall so survive such expiration or termination. 

21.       Attorney’s Fees.   In the event of litigation between the
parties regarding their respective obligations under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fee and court costs incurred in connection with such litigation. 

22.       Execution in Counterparts.   You agree that this Agreement may
be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. Execution of a facsimile copy or scanned image shall have the same force and effect as execution of an original, and a
facsimile signature or scanned image of a signature shall be deemed an original and valid signature. 

  
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   23.       Execution
Deadline. 
     (a)       You have until 5:00 p.m. PT on
February 21, 2017 (the “Release Deadline”) to accept the terms of this Agreement, which provide you with twenty-one (21) days to review the Agreement. The Executive acknowledges that this Agreement does not apply to any
new claims that may arise after this Agreement is executed by the Executive. 

    (b)       If the Agreement does not become effective and irrevocable by
the 8th day following the Release Deadline, the Executive will forfeit any right to benefits under this Agreement. 

[Signature Page Follows] 

  
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 To accept this Agreement, please sign and date this Agreement and return it to
Bob Kennis. You have until 5:00 p.m. PT on February 21, 2017 to review and consider this Agreement and to provide Bob Kennis with an executed copy thereof. Please indicate your agreement with the above terms by signing below. 

 

			
	Sincerely,
	
	MARCUS & MILLICHAP, INC.
	
	By:                 /s/ Hessam
Nadji                                   
	(Signature)
		
	Name:	 	                    Hessam
Nadji                            
		
	Title:	 	                    Chief Executive
Officer            


 You have up to 21 days after receipt of this Agreement within which to review it and to
discuss with an attorney of your own choosing, at your own expense, whether or not you wish to sign it. Furthermore, you have 7 days after you have signed this Agreement during which time you may revoke this Agreement. If you wish to revoke this
Agreement, you may do so by delivering a letter of revocation to Bob Kennis, no later than the close of business on the 7th day after you sign this Agreement. Because of the revocation period, if
you don’t revoke this Agreement, you understand that this Agreement shall not become effective or enforceable until the 8th day after the date you sign this Agreement (the
“Effective Date”). 
 My agreement with the terms of this Agreement is signified by my signature
below. Furthermore, I acknowledge that I have read and understand this Agreement and that I sign this release of all claims voluntarily, with full appreciation that at no time in the future may I pursue any of the rights I have waived in this
Agreement. 
  

					
	Signed	 	             /s/ Gene A. Berman
	  	              Dated: January 25, 2017
		 	  Gene A. Berman	  	


  
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