Restricted Stock Award Agreement with Charles C. Baker, dated December 11, 2008


 Exhibit 10.2 
 ZIPREALTY, INC 
 2004 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 
 THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated December 11, 2008 is entered into between ZipRealty, Inc., a Delaware corporation (the “Company”) and Charles C. Baker (the “Employee”).
Unless otherwise defined herein, the terms of this Agreement will have the same meaning as defined in the ZipRealty, Inc. 2004 Equity Incentive Plan (the “Plan”). The Agreement is entered into as follows: 
 WHEREAS, the Company has entered into an employment agreement with Employee on or about November 18, 2008 (“Employment Agreement”) and a
change in control agreement with Employee on or about November 18, 2008 (“Change in Control Agreement”); and 
 WHEREAS, the
employment of Employee is considered by the Company to be important for the Company’s continued growth; and 
 WHEREAS, in order to
induce Employee to remain with the Company and to assure his continued commitment to the success of the Company, the Board of Directors of the Company (the “Board”) has determined that Employee shall be granted a stock award (“Stock
Award”) covering shares of the Company’s common stock (the “Shares”), under the Company’s Plan and subject to the restrictions stated below. 
 THEREFORE, the parties agree as follows: 
 1. Grant of Stock Award. Subject to the terms and conditions
of this Agreement and the Plan which is incorporated herein by reference, the Company hereby issues to Employee a Stock Award covering 25,000 Shares and hereby agrees to issue such Shares to Employee.  
 2. Vesting Schedule. So long as Employee’s employment or service relationship with the Company continues during the following vesting term, the
interest of Employee in the Shares shall vest as follows: 6,250 Shares subject to the Stock Award will vest on June 4, 2009 and 6,250 Shares shall vest every six months thereafter. Therefore, provided Employee has not experienced a termination
of his employment prior to the close of business on the second anniversary of the Employee’s first date of employment with the Company, the interest of Employee in the Shares shall become fully vested on that date. Additional vesting may apply
under circumstances specified in the Change of Control Agreement. 
 3. Forfeiture. Upon the date Employee’s employment terminates for any
reason, all Shares of Stock received by Employee pursuant to this Agreement that have not vested under the terms of the Agreement, together with any shares of Stock issued as a dividend or other distribution on, in exchange for or upon the
conversion of such unvested Stock (collectively, the “Subject Shares”), will be forfeited to the extent that they have not vested on or prior to such date. This means that the Restricted Shares will immediately revert to the Company with
no further action required by the Company or Employee. Employee will receive no payment for Restricted Shares that are forfeited. The Company determines when Employee’s service terminates for this purpose. 
 4. Escrow of Shares. 
 (a) To ensure that
Employee’s unvested Shares are delivered to the Company in the event of a forfeiture described in Section 3, Employee agrees to promptly following the execution of this Agreement, to deliver to and deposit with the escrow agent (the
“Escrow Agent”) named in the Joint Escrow Instructions attached as Exhibit A, the certificate(s) evidencing the unvested Shares and an Assignment Separate from Certificate executed by Employee (with date and number of shares in
blank) in the form attached as Exhibit B. The certificate(s) evidencing the unvested Shares and the Assignment Separate from Certificate shall be delivered to the Escrow Agent and held under the Joint Escrow Instructions, which shall be
delivered to the Escrow Agent promptly following the execution of this Agreement. 






 (b) Promptly following the date when the Shares have vested in full, the Company shall direct the Escrow
Agent to deliver to Employee a certificate or certificates representing the Shares. 
 5. Transfer Restrictions. Except as otherwise provided
for in this Agreement and the Plan, the Shares or rights granted hereunder may not be sold, pledged or otherwise transferred until the Shares become vested and nonforfeitable in accordance with Sections 2 and 3. 
 6. Stockholder Rights. Employee shall be entitled to all of the rights and benefits generally accorded to stockholders with respect to the Shares. All
dividends on Shares that are subject to any restrictions, including vesting, shall be subject to the same restrictions, including those set forth in Sections 2 and 3, as the Shares on which the dividends were paid. 
 7. Taxes. 
 (a) Employee shall be liable for
any and all taxes, including withholding taxes, arising out of this grant or the vesting of Shares hereunder. In the event that the Company is required to withhold taxes as a result of the grant or vesting of the Shares, or subsequent sale of the
Shares, Employee shall surrender a sufficient number of whole Shares or make a cash payment as necessary to cover all applicable required withholding taxes and required social security contributions at the time the Shares vest and the restrictions
on the Shares lapse (or at such other time as required by applicable laws), unless alternative procedures for such payment are established by the Company. Employee will receive a cash refund for any fraction of a surrendered Share not necessary for
required withholding taxes and required social security contributions. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, Employee authorizes the Company, its affiliates and
subsidiaries, which are qualified to deduct tax at source, to deduct all applicable required withholding taxes and social security contributions from Employee’s compensation. Employee agrees to pay any amounts that cannot be satisfied from
wages or other cash compensation, to the extent permitted by law. 
 (b) Employee understands that Section 83(a) of the Internal Revenue
Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any forfeiture restrictions on the Shares lapse. In this context,
“restrictions” mean the forfeiture obligation in the event of the Termination of Employment of Employee as set forth in Section 7 of the Plan and the restriction on transferability as set forth in Section 5 of this Agreement and
in Section 7 of the Plan. Employee understands that Employee may elect to be taxed at the time the Shares are issued, based on the value of the Shares at the issuance date rather than when and as the forfeiture restrictions lapse (on the
vesting dates), by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within 30 days from the date of issuance. Employee acknowledges that the foregoing is only a summary
of the effect of United States federal income taxation with respect to issuance and vesting of the Shares hereunder, and does not purport to be complete. The Company has directed Employee to seek independent advice regarding the applicable
provisions of the Code, the income tax laws of any municipality, state or foreign country in which Employee may reside, the tax consequences of Employee’s death, and the decision as to whether or not to file an 83(b) Election (as well as
appropriate advice and assistance with the actual filing of any such 83(b) Election) in connection with the issuance of the Shares. 
 (c)
Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Employee acknowledges and agrees that the ultimate
liability for all Tax-Related Items legally due by him is and remains Employee’s responsibility and that the Company (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any
aspect of this issuance of Shares, including the vesting of the Shares or the subsequent sale of the Shares; and (ii) do not commit to structure the terms or any aspect of this issuance of Shares to reduce or eliminate Employee’s liability
for Tax-Related Items. Prior to the vesting of the Shares, Employee shall pay the Company any amount of Tax-Related Items that the Company may be required to 

  

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withhold as a result of Employee’s receipt of the Stock Award or Employee’s receipt of Shares that cannot be satisfied by the means previously
described. The Company may refuse to deliver the Shares if Employee fails to comply with Employee’s obligations in connection with the Tax-Related Items. 
 8. Acknowledgment and Waiver. By accepting this grant of a Stock Award, Employee acknowledges and agrees that: 
 (a) the grant of Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards or Shares, even if Stock Awards or Shares have been granted repeatedly in the past;

 (b) the grant of a Stock Award shall not create a right to further employment with the Company, shall not create an employment
agreement between Employee and the Company and shall not interfere with the ability of the Company to terminate Employee’s employment relationship at any time with or without cause and it is expressly agreed and understood that employment is
terminable at the will of either party, insofar as permitted by law; 
 (c) Stock Award grants, Shares and resulting benefits are an
extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and is outside the scope of Employee’s employment contract, if any; and Stock Award grants, Shares and resulting
benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments insofar as permitted by law; 
 (d) in consideration of this grant of a Stock Award, no claim or
entitlement to compensation or damages shall arise from termination of this Stock Award or diminution in value of the Shares resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of local
labor laws) and Employee irrevocably releases the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the terms of this
Agreement, Employee shall be deemed irrevocably to have waived any entitlement to pursue such claim; and 
 (e) notwithstanding any
terms or conditions of the Plan to the contrary, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Employee’s right to receive benefits under this Agreement, if any, will terminate effective
as of the date that Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local
law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Employee’s right to receive benefits under this Agreement after termination of employment, if any, will be measured by the
date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law. 
 9. Conditions Upon
Issuance of Shares. Notwithstanding any other provision of this Agreement, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under this Agreement unless such issuance or delivery
would comply with applicable laws, with such compliance determined by the Company in consultation with its legal counsel. 
 10. Miscellaneous.

 (a) The Company shall not be required to treat as the owner of Shares, and associated benefits hereunder, any transferee to whom such
Shares or benefits shall have been so transferred in violation of this Agreement. 
 (b) The parties agree to execute such further
instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. 
  

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 (c) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon delivery to Employee at Employee’s address then on file with the Company. 
 (d) The Plan is incorporated herein by
reference. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Employee with respect to the
subject matter hereof, and may not be modified adversely to Employee’s interest except by means of a writing signed by the Company and Employee. This Agreement is governed by the laws of the state of Delaware. 
 (e) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and enforceable. 
  

									
		 		 	ZIPREALTY, INC.
			
	Accepted by Employee:	 		 	
				
	/s/ Charles C. Baker	 		 	By	 	/s/ J. Patrick Lashinsky
	Charles C. Baker	 		 		 	 J. Patrick Lashinksy
 President &
CEO


 RETAIN THIS AGREEMENT FOR YOUR RECORDS 
  

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 EXHIBIT A 
 JOINT ESCROW INSTRUCTIONS 
 December 11, 2008 

Larry S. Bercovich 
 Vice President, General Counsel & Secretary

 ZipRealty, Inc. 
 2000 Powell Street, Suite 300 
 Emeryville, CA 94608 
 Dear Sir: 
 As Escrow Agent for ZipRealty, Inc. (the “Company”), and Charles C. Baker (the “Employee”), you are authorized and directed to hold the Assignment
Separate from Certificate form(s) executed by Employee and the certificate(s) of stock representing Employee’s unvested shares transferred in accordance with the terms of the restricted share agreement (the “Agreement”) entered into
between the Company and Employee, in accordance with the following instructions: 
 1. In the event of a forfeiture described in
Section 3 of the Agreement, Employee and the Company hereby irrevocably authorize and direct you to effect the contemplated forfeiture, and to promptly deliver the stock certificates. 
 2. Promptly following a forfeiture describe in Section 3 of the Agreement, you are directed (a) to date the Assignment Separate from
Certificate form(s) necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the form(s), together with the certificate or certificates evidencing the shares to be transferred, to
the Company. 
 3. Employee irrevocably authorizes the Company to deposit with you any certificates evidencing shares to be held by you under
this letter and any additions and substitutions to the shares as defined in the Agreement. Employee irrevocably appoints you as his or her attorney-in-fact and agent for the term of this escrow to execute, with respect to the shares of stock, all
documents necessary or appropriate to make such securities negotiable and to complete any transaction contemplated by these Joint Escrow Instructions. Subject to the provisions of this Section 3, Employee shall exercise all rights and
privileges, including but not limited to, the right to vote and to receive dividends (if any), of a stockholder of the Company while the shares are held by you. 
 4. In accordance with the terms of Section 4(b) of the Agreement, you may deliver to Employee a certificate or certificates representing shares that are no longer subject to the forfeiture restrictions described
in Section 3 of the Agreement. 
 5. This escrow shall terminate upon the release of all shares held under the terms and provisions
hereof. 
 6. If at the time of termination of this escrow you should have in your possession any documents, securities or other property
belonging to Employee, you shall deliver them to Employee and shall be discharged from all further obligations under these Joint Escrow Instructions. 
  

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 7. Your duties under these Joint Escrow Instructions may be altered, amended, modified or revoked only by
a writing signed by all of the parties. 
 8. You shall be obligated to perform the duties described in these Joint Escrow Instructions and
shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act or omission as
Escrow Agent or as attorney-in-fact of Employee while acting in good faith and in the exercise of your own good judgment, and any act or omission by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

 9. You are expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any court, you
shall not be liable to any of the parties under these Joint Escrow Instructions or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified,
annulled, set aside, vacated or found to have been entered without jurisdiction. 
 10. You shall not be liable in any respect on account of
the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for under these Joint Escrow Instructions. 
 11. You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you. 
 12. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly
to advise you in connection with your obligations under these Joint Escrow Instructions and may rely upon the advice of such counsel. 
 13.
Your responsibilities as Escrow Agent under these Joint Escrow Instructions shall terminate if you shall cease to be employed by the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company
shall appoint any officer of the Company as successor Escrow Agent. 
 14. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations under these Joint Escrow Instructions, the parties shall furnish such instruments. 
 15. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you under these Joint Escrow Instructions, you are authorized and directed to
retain in your possession without liability to anyone all or any part of the securities until the dispute is settled either by mutual written agreement of the parties or by a final order, decree or judgment of a court of competent jurisdiction after
the time for appeal has expired and no appeal has been perfected. You are under no duty whatsoever to institute or defend against any such proceedings. 
 16. Any notice required or permitted under these Joint Escrow Instructions shall be given in writing and will be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid, addressed to each of the other parties. 
 17. By signing these Joint Escrow
Instructions, you become a party only for the purpose of these Joint Escrow Instructions; you do not become a party to the Agreement. 
 18.
This instrument shall be governed by and construed in accordance with the laws of the State of Delaware. 
  

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 19. This instrument shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. 
  

									
		 		 	Very truly yours,
			
		 		 	ZipRealty, Inc.
					
		 		 		 	By	 	/s/ J. Patrick Lashinsky
		 		 		 	Its	 	CEO
	ESCROW AGENT:	 		 	
			
	/s/ Larry S. Bercovich	 		 	 /s/ Charles C. Baker 11 DEC 2008

	Larry S. Bercovich, Vice President	 		 	Charles C. Baker
	General Counsel & Secretary	 		 		 	

  

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 EXHIBIT B 
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED, Charles C. Baker sells, assigns and transfers to
ZipRealty, Inc. (the “Company”) or its assignee                      shares of the Common Stock of the Company (the
“Shares”), standing in his or her name on the books of the Company represented by Certificate No.                      and
irrevocably constitutes and appoints Larry S. Bercovich as Attorney to transfer the Shares on the books of the Company with full power of substitution in the premises. 
 Dated:                     ,         . 
  

	
	Charles C. Baker
	
	  
	(Signature)


 Spousal Consent (if applicable) 
                              (Employee’s spouse) indicates by the execution of this
Assignment his or her consent to be bound by the terms herein as to his or her interests, whether as community property or otherwise, if any, in the Shares. 
  

	
	Printed Name
	
	  
	Signature


 INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE
PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO ENFORCE THE FORFEITURE RESTRICTIONS SET FORTH IN THE RESTRICTED SHARE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURE 
  

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