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 c) Upon the final date of Executive’s employment with Company, he was paidall accrued, unused vacation and agrees that by these payments, he received fromCompany each and all of the employment benefits, compensation, wages, vacation pay,and other monies due and owing to him from Company, except as provided herein.  d) Executive’s health insurance benefits ceased on the Termination Date,subject to Executive’s right to continue his health insurance under COBRA.Executive’s participation in all other benefits and incidents of employment ceasedon the Termination Date. Executive ceased accruing Executive benefits, includingbut not limited to, vacation time and paid time off, as of the Termination Date.  e) Executive shall continue to maintain the confidentiality of allconfidential and proprietary information of the Company and shall continue tocomply with the terms and conditions of the Confidentiality Agreement betweenExecutive and the Company. Executive has returned all of the Company’s property andconfidential and proprietary information in his possession to the Company. Bysigning this Agreement, Executive represents and declares under penalty of perjuryunder the laws of the state of California that he has returned all Companyproperty.     2. Executive and Company agree that the foregoing consideration represents settlement in fullof all outstanding obligations owed to Executive by the Company and its owners, related entities,officers, directors, employees, agents, representatives and shareholders (collectively the “CompanyReleasees”) and owed to the Company Releasees by the Executive. Executive, on his own behalf, andon behalf of his respective heirs, family members, executors, agents, assigns (collectively the“Executive Releasees”), does hereby fully and forever release and discharge the Company Releaseesand Company Releasees do hereby fully and forever release and discharge the Executive Releasees ofand from, and agree not to sue concerning any claim, duty, obligation or cause of action relatingto any matters of any kind, whether presently known or unknown, suspected or unsuspected, thateither Executive Releasees or Company Releasees may possess arising from any omissions, acts orfacts that have occurred up until and including the Effective Date of this Agreement, includingwithout limitation: 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 of theCompany, 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, breach of fiduciary duty, wrongful dischargeof
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   employment, constructive discharge from employment, termination in violationof public policy, discrimination, harassment, retaliation, breach ofcontract, both express and implied, breach of the covenant of good faith andfair dealing, 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, fraud, misrepresentation, assault, batteryinvasion of privacy, false imprisonment and conversion;  d) any and all claims for violation of any federal, stateor municipal statute, including, but not limited to, Title VII of the CivilRights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination inEmployment Act of 1967, the Americans with Disabilities Act of 1990, theFair Labor Standards Act, the Executive Retirement Income Security Act of1974, the Worker Adjustment Retraining and Notification Act, the OlderWorkers Benefit Protection Act; the California Fair Employment and HousingAct, the California Labor Code;  e) any and all claims for violation of the federal or anystate 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 treatmentof the proceeds received by Executive as a result of this Agreement; and  h) any and all claims for attorneys’ fees and costs.The Company and Executive agree that the release set forth in this section shall be and remain ineffect in all respects as a complete general release as to the matters released. This release doesnot extend to any obligations incurred under this Agreement. Notwithstanding the foregoing, thisAgreement does not waive rights or claims that may arise after the date the Agreement is executedby Executive and does not restrict or limit Executive’s right to challenge the validity of thisAgreement. Nor does this Agreement waive rights or claims under federal or state law that Executivecannot waive by private agreement. Additionally, nothing in this Agreement precludes Executivefrom filing a charge or complaint with or participating in any investigation or proceeding beforeany federal or state agency, including the Equal Employment Opportunity Commission. However, whileExecutive may file a charge and participate in any proceeding conducted by a state or federalagency, by signing this Agreement, Executive waives his right to bring a lawsuit against Releaseesand waives his right to any individual monetary recovery in any action or lawsuit initiated by afederal or state agency, such as the Equal Employment Opportunity Commission.
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     3. Executive and Company represent that each party is not aware of any claim by him or itother than the claims that are released by this Agreement. Executive and Company acknowledge thathe/it has been advised by legal counsel and is familiar with the provisions of California CivilCode Section 1542, which provides as followsA GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOWOR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITHTHE DEBTOR.     Executive and Company, being aware of said code section, agree to expressly waive any rightshe/it may have under the above principal or any statute or common law principals of similar effect.     4. 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 waiver and release Agreement is inaddition to anything of value to which Executive was already entitled. Executive furtheracknowledges that he has been advised in writing that: a) he should consult with an attorney prior to executingthis Agreement;  b) he has up to twenty-one (21) days within which toconsider this Agreement;  c) he has seven (7) days following his execution of thisAgreement to revoke the Agreement;  d) this Agreement shall not be effective until therevocation period has expired; and  e) nothing in this Agreement prevents or precludesExecutive from challenging or seeking a determination in good faith of thevalidity of this waiver under the ADEA, nor does it impose any conditionprecedent, penalties or costs from doing so, unless specifically authorizedby federal law.     Each of the undersigned agrees that none of the releases set forth herein releases any claimsarising out of obligations set forth in this Agreement.     5. This Agreement is effective after it has been signed by both parties and after (8) dayshave passed since Executive signed the Agreement (the “Effective Date”).
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     6. 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 Alameda County, California before the American Arbitration Association under itsNational Rules for the Resolution of Employment Disputes of California Code of Civil Procedure. Inthe event of any legal action relating to or arising out of this Agreement, the prevailing partyshall be entitled to recover from the losing party its attorneys’ fees and costs incurred in thataction to the extent permissible by law. The parties agree that the prevailing party in anyarbitration shall be entitled to injunctive relief in any court of competent jurisdiction toenforce the arbitration award. The Parties hereby agree to waive their right to have any disputebetween them resolved in a court of law by a judge or jury. This paragraph will not prevent eitherparty from seeking injunctive relief (or any other provisional remedy) from any court havingjurisdiction over the Parties and the subject matter of their dispute relating to Executive’sobligations under this Agreement.     7. 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.     8. 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 the Executive’simmediate family members, attorneys retained by the Executive, accountants, tax consultants, and/orduly designated taxing authorities of the government of the United States of America and thegovernment of the State of California, or except pursuant to a subpoena issued by a state orfederal court or agency or as required by the Freedom of Information Act (the “Disclosees”).Executive further agrees that he will not, without the prior written permission of the otherparties, 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 respond only that, “We have resolved our differences.”     9. Executive specifically agrees that each and all of the terms and provisions in paragraph 8are 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, and specifically bars, but is not limited to, publication in anyform of radio, television, print media,
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whether newspapers, magazines and/or professional journals, or by any computer networkincluding, but not limited to, the Internet, World Wide Web (“WWW”), e-mail, public or private chatrooms or bulletin boards, or similar media, with the understanding that such confidentiality isbargained for consideration by the Company in the release herein. This Agreement ofconfidentiality extends to Executive’s attorneys, heirs, agents, and their representatives.     10. Executive and Company represent and warrant that henceforth each party will refrain frommaking or publishing any derogatory or disparaging remarks or statements, oral or written, to anythird parties about the other party and the Releasees. Executive specifically agrees that theterms of this paragraph are material and are of the essence of this Agreement and shall be strictlyand consistently observed by the parties.     11. This Agreement contains the entire agreement of the undersigned 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, the Plans and the Stock Option Agreements. Additionally, anymodification of any provision of this Agreement, to be effective, must be in writing and signed byboth parties.     12. This Agreement shall be governed by and construed under the laws of the State ofCalifornia.     13. This Agreement may be executed by facsimile and in counterparts, and the counterparts,taken together, shall constitute the original.     14. 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.
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     15. Each party to this Agreement has consulted with, or had the opportunity to consult with,legal and tax counsel concerning all paragraphs of this Agreement. Each party has read theAgreement and has been fully advised by legal counsel with respect to the rights and obligationsunder the Agreement, or has had the opportunity to obtain such advice. Each party is fully awareof the intent and legal effect of the Agreement, and has not been influenced to any extentwhatsoever by any representation or consideration other than as stated herein. After consultationwith and advice from, or the opportunity for consultation with and advice from, legal counsel, eachparty voluntarily enters into this Agreement.              DATED:  January 23, 2008 /s/ Thomas M. Perrault   Thomas M. Perrault            DATED:  January 23, 2008 ZipRealty, Inc.