Management Incentive Plan Fiscal Year 2010, as amended March 4, 2010



 Exhibit 10.1 

ZipRealty Inc. Management Incentive Plan – Fiscal Year 2010 

General Purpose: This ZipRealty Inc. (“Company”) Management Incentive Plan – Fiscal Year 2010 (“Plan”) is designed to
motivate and retain the Company’s Management (as defined herein) to achieve the Company’s financial and operational goals for Fiscal Year 2010, as well as to retain such persons in the employ of the Company. Management as used in this Plan
includes all employees of the Company holding the position of Vice President or higher. “Management” specifically excludes all District Directors, Sales Management, as defined in the Sales Management 2010 Incentive Plan, and other
employees not specifically identified in this paragraph. 
 Duration: This Plan will be in effect for the Company’s fiscal year
ending December 31, 2010 (“Fiscal Year 2010”) except as set forth below, meaning that the performance period determining whether bonuses will be paid upon satisfaction of performance objectives is Fiscal Year 2010 or the first half of
Fiscal Year 2010 as set forth below (though some such payments, if earned, will be made following the end of this Fiscal Year as set forth below). 

Plan Administrator: The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) shall
administer this Plan with respect to “Eligible Persons” (as defined below) who are executive officers of the Company, and the Company’s Chief Executive Officer, in consultation with the Committee, shall administer this Plan with
respect to other Eligible Persons (as applicable, the “Administrator”).  
 Eligible Persons: Individuals
eligible to earn an incentive payment under this plan (“Eligible Persons”) include Management who are employed by the Company during the applicable Performance Period (Mid Year or Annual), without interruption (except as set forth in the
“Proration” section of this Plan), and (ii) on the date following completion of the Performance Period when the Administrator completes its review of performance, calculates and approves the payment of bonuses under this Plan.

 Proration: In the sole discretion of the Administrator, a prorated incentive may be paid under this Plan for any member
of Management who became eligible to participate in the Plan after the beginning of Fiscal Year 2010, or who was away from work for some portion of fiscal year 2010 due to an approved leave of absence. Additionally, in the sole discretion of the
Administrator, a modified incentive amount may be paid under this Plan to any Eligible Person who works a reduced work schedule. 

Incentive Pool: 
 The Committee, in
consultation with the Company’s Chief Executive Officer will establish an incentive pool of funds available for payout if the Company achieves at least break-even Adjusted EBITDA. For purposes of this Plan “Adjusted EBITDA” shall be
defined as net income (loss) less interest income plus interest expense, provision for income taxes, depreciation and amortization expense, stock-based compensation and further adjusted to eliminate the impact of certain items that we do not
consider representative of our ongoing core operating performance. 
 Incentive Amount: Subject to the terms and conditions of this Plan,
Eligible Persons may earn payment of “Incentive Amounts” determined as a percentage of annual base salary upon completion of the applicable performance period (June 30, 2010 or December 31, 2010) (“Base Salary”). 

The Incentive Amounts will be determined as follows: 

Eligible Persons may earn two incentives pursuant to this Plan, the first “Mid-Year Incentive” based on “Company Performance” (as
defined below) and certain other business and performance metrics through June 30, 2010 and the second “Annual Incentive” based on Company Performance and certain other business and performance metrics for the full fiscal year 2010.
No incentive under this Plan shall be earned unless the Company achieves at least break-even Adjusted EBITDA. In the event that the Company does not achieve break-even Adjusted EBITDA upon completion of the Mid Year performance period, but does
achieve break-even Adjusted EBITDA upon completion of the Annual Performance Period, Eligible Persons may earn the Mid Year incentive upon completion of the full year 2010 based on achievement of all other conditions for payment of a Mid Year
incentive. Each of these Incentive Amounts shall be calculated as follows: 
 Mid Year Incentive 

The Mid Year Incentive shall include the “Base Incentive” (defined below) and if applicable, additional incentives or multipliers set forth
below and shall total 30% of each Eligible Person’s incentive opportunity for fiscal year 2010. 







 The Mid Year “Base Incentive” shall be measured based on Mid Year “Company Performance”,
which for purposes of the Mid Year Incentive shall be defined as a measurement of the Company’s achievement of revenue at Performance Targets as set forth below. Company Performance for the Mid Year Incentive shall be measured against Mid Year
Performance Targets. 
 Base Incentive Calculation: 

The Committee shall set forth Mid Year Performance Targets at “Minimum” “Target” and “Stretch” levels for revenue, based on
Company Performance from January 1, 2010 through June 30, 2010, in its sole discretion, in consultation with the Chief Executive Officer. The Committee may also, in its sole discretion set forth any conditions that it deems appropriate,
required for an incentive to be earned at each Target. Further, the Committee may, at any time, in its sole discretion modify any Performance Target(s) taking into account various factors, including but not limited to, general business and market
conditions. 
 Total possible Mid Year Incentive Amounts for Eligible Persons shall be as follows: 

 

										
	 Position
	  	Minimum	 	 	Target	 	 	Stretch	 
	 CEO
	  	23	% 	 	30	% 	 	38	% 
	 CFO and SVP Sales
	  	14	% 	 	18	% 	 	23	% 
	 Executive Officer and CEO Direct Report Vice Presidents
	  	9	% 	 	12	% 	 	15	% 
	 NonExecutive Officer Vice Presidents
	  	7	% 	 	9	% 	 	11	% 

 Incentives for Company
Performance falling between the Performance Targets for each applicable metric shall be determined pursuant to a calculation approved by the Committee. 

Multipliers: 
 The Base Incentive for
Eligible Persons may be adjusted by application of multipliers based on the Company’s performance against Mid Year financial and operational metrics as set forth by the Committee. Each multiplier shall potentially increase the Base Incentive
amount if the Company meets or exceeds the specified metric and shall potentially decrease the Base Incentive amount if the Company fails to achieve the specified metric. The ranges for these multipliers shall be as follows: 

Multiplier 1: From .85 to 1.10 multiplied against the Base Incentive amount 

Multiplier 2: From .90 to 1.05 multiplied against the Base Incentive amount 

Multiplier 3: From .90 to 1.05 multiplied against the Base Incentive amount 

Collectively, these multipliers may increase the Base Incentive amount by up to 1.21% or decrease the Base Incentive amount by up to .69%. The Committee
may, in its sole discretion modify ranges for each multiplier taking into account various factors, including but not limited to, general business and market conditions. 

Individual Performance Incentive: 
 In
the event that the Committee establishes an incentive pool for payment of the Mid Year Incentive, the Committee may also establish a pool for payment of an additional incentive amount based on each Eligible Person’s performance in relation to
his or her Individual Goals and Objectives for the first half of fiscal year 2010. The Committee shall determine in consultation with the Chief Executive Officer, which Eligible Persons if any, shall be entitled to such additional incentive and the
amount of any applicable incentive. The Individual Performance Incentive amount shall be added to the Mid Year Incentive after the multipliers set forth above are applied to the Base Incentive. The multipliers shall not apply to the Individual
Performance Incentive amount. 
 Annual Incentive 

The Annual Incentive shall include the “Base Incentive” (defined below) and if applicable, additional incentives or multipliers set forth below
and shall total 70% of each Eligible Person’s incentive opportunity for fiscal year 2010. 
 The Annual “Base Incentive” shall be
measured based on Annual “Company Performance”, which for purposes of the Annual Incentive shall be defined as a measurement consisting of the following two metrics 1) the Company’s achievement of revenue Performance Targets (defined
below), which shall make up 50% of the Base Incentive; and 2) the Company’s achievement of Adjusted EBITDA Performance Targets, which shall make up 50% of the Base Incentive. Company Performance for the Annual Incentive shall be measured
against full year Performance Targets. 
 Base Incentive Calculation: 

The Committee shall set forth Annual Performance Targets at “Minimum” “Target” and “Stretch” levels for revenue and Adjusted
EBITDA in its sole discretion, in consultation with the Chief Executive Officer. The Committee may also, in its sole discretion set 







 
forth any conditions that it deems appropriate, required for an incentive to be earned at each Target. Further, the Committee may, at any time, in its sole discretion modify any Performance
Target(s) taking into account various factors, including but not limited to, general business and market conditions. 
 Total Possible Annual
Base Incentive Amounts for Eligible Person shall be as follows: 
  

										
	 Position
	  	Minimum	 	 	Target	 	 	Stretch	 
	 CEO
	  	53	% 	 	70	% 	 	88	% 
	 CFO and SVP Sales
	  	32	% 	 	42	% 	 	53	% 
	 Executive Officer and CEO Director Report Vice Presidents
	  	21	% 	 	28	% 	 	35	% 
	 Non-Executive Officer Vice Presidents
	  	16	% 	 	21	% 	 	26	% 

 Incentives for Company
Performance falling between the Performance Targets for each applicable metric shall be determined pursuant to a calculation approved by the Committee. 

Multipliers: 
 The Base Incentive for
Eligible Persons may be adjusted by application of multipliers based on the Company’s performance against financial and operational metrics as set forth by the Committee. Each multiplier shall potentially increase the Base Incentive amount if
the Company meets or exceeds the specified metric and shall potentially decrease the Base Incentive amount if the Company fails to achieve the specified metric. The ranges for these multipliers shall be as follows: 

Multiplier 1: From .85 to 1.10 multiplied against the Base Incentive amount 

Multiplier 2: From .90 to 1.05 multiplied against the Base Incentive amount 

Multiplier 3: From .90 to 1.05 multiplied against the Base Incentive amount 

Collectively, these multipliers may increase the Base Incentive amount by up to 1.21% or decrease the Base Incentive amount by up to .69%. The Committee
may, in its sole discretion modify ranges for each multiplier taking into account various factors, including but not limited to, general business and market conditions. 

Individual Performance Incentive: 
 In
the event that the Committee establishes an incentive pool for payment of the Annual Incentive, the Committee may also establish a pool for payment of an additional incentive amount based on each Eligible Person’s performance in relation to his
or her Individual Goals and Objectives for fiscal year 2010. The Committee shall determine in consultation with the Chief Executive Officer, which Eligible Persons if any, shall be entitled to such additional incentive and the amount of any
applicable incentive. The Individual Performance Incentive amount shall be added to the Annual Incentive after the multipliers set forth above are applied to the Base Incentive. The multipliers shall not apply to the Individual Performance Incentive
amount. 
 Performance Adjustment: The Administrator shall have discretion to adjust any Eligible Person’s Incentive
Amount based on his or her job performance for Fiscal Year 2010 (the “Adjusted Incentive Amount”) by reducing or increasing the Incentive Amount as the Administrator, in its sole discretion deems appropriate, including elimination of the
Incentive Award. The Administrator shall also have the discretion to determine that no Mid-Year Incentive Pool and/or Annual Incentive Pool will be funded. 

Calculation and Approval: An Eligible Person’s Incentive Amount or Adjusted Incentive Amount, as determined in the manner set forth above, is
that Eligible Person’s “Actual Incentive” with respect to Fiscal Year 2010. All calculations of each Actual Incentive must be approved by the Administrator with respect to such participant and the total amount of the aggregate
incentive pool to be paid hereunder to all Eligible Persons must be approved by the Committee after such consultation with the Board as it deems appropriate. 

Payments: All amounts, if any, to be paid out hereunder shall be paid in accordance with the Company’s standard payroll practices, within a
reasonable amount of time and in accordance with applicable law following determination by the Committee that there shall be a pool from which to make such payments with respect to Mid Year and Fiscal Year 2010 and calculation of applicable
incentives. In all cases, amounts, if any, to be paid out hereunder shall be paid no later than March 15 of the year following the year in which the applicable amount is earned. 

Future Incentive Periods: This Plan is in effect only with respect to Fiscal Year 2010. Nothing in this Plan provides for or implies the
establishment or payment of any bonuses with respect to future periods. 







 Merger or Acquisition: The Board of Directors may modify this Plan, including terminate it without
making payments hereunder, with respect to Fiscal Year 2010 in its sole discretion in the event of a merger or acquisition of the Company. 

Administration: The Committee has sole and exclusive discretionary authority to interpret this Plan and adopt such rules and regulations for
carrying out this Plan as it deems appropriate. The Committee may, in its discretion modify or terminate this Plan. Decisions by the Committee are final and binding on all parties to the maximum extent allowed by law. 

Employment is Terminable At Will: Nothing in this Plan will interfere with or limit in any way the right of the Company or the right of any
individual to alter or terminate the employment relationship at any time, with or without cause. 
 General Terms and Conditions: Amounts
to be paid under this Plan in cash will be paid from the general funds of the Company. Nothing in this Plan will be construed to create a trust or establish any evidence of any individual’s claim of any right to payment other than as an
unsecured general creditor of the Company. All payments to be made in cash will be made in the currency in which the individual is regularly paid. 

Tax Withholding: All payments will be subject to the satisfaction of applicable federal, state, local or similar income withholding requirements
and to any employment tax withholding requirements. The Company shall withhold all applicable amounts required by law from any payments hereunder. 

Section 409A: All cash payable under this Plan is intended to be exempt from or comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended and the regulations and guidance thereunder (together, Section 409A) so that none of the payments and benefits to be provided under this Plan will be subject to the additional tax imposed under
Section 409A, and any ambiguities herein shall be interpreted to so comply or be exempt. Each payment and benefit payable under this Plan is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations. The Company may, in good faith and without the consent any Eligible Participant, make any amendments to this Plan and take such reasonable actions which it deems necessary, appropriate or desirable to avoid imposition of any additional
tax or income recognition under Section 409A prior to actual payment to an Eligible Participant. 
 Governing Law; Severability:
This Plan will be construed, administered and governed in all respects in accordance with the internal laws of the State of California. In the event that any provision of this Plan is held illegal or invalid for any reason, such holding will not
affect the remaining provisions of this Plan, and this Plan will be construed and enforced as if the illegal and invalid provision had not been included. 

Entire Agreement: This Plan including Addendum 1, which is incorporated herein by reference, and any resolutions of the Compensation Committee
amending the Plan, is the entire understanding between the Company and any participant regarding the subject matter of this Plan and supersedes all prior bonus or commission incentive plans, or employment contracts whether with any subsidiary or
affiliate, or any written or verbal representations regarding the subject matter of this Plan. Participation in this Plan during the Fiscal Year 2010 will not convey any entitlement to participate in this or future plans or to the same or similar
bonus benefits. Payments under this Plan are an extraordinary item of compensation that is outside the normal or expected compensation for the purpose of calculating any extra benefits, termination, severance, redundancy, end-of-service premiums,
bonuses, long-service awards, overtime premiums, pension or retirement benefits or other similar payment. 







 ZipRealty Inc. 2010 Management Incentive Plan: Addendum 1 

Senior Vice President of Sales Supplemental Incentive 

The Senior Vice President of Sales (“Participant”) shall be eligible to earn an annual “Supplemental Incentive”, in addition to the
Incentive set forth in this Plan based on achievement of certain levels of average Agent productivity. This Incentive shall be calculated as a percentage of Participant’s base salary as of December 31, 2010, in accordance with average
Agent productivity as follows: 
  

			
	 Agent Productivity

(total average Closed Transactions per month)
	 	 Incentive

(percentage of base salary)

	 .98
	 	 29%

	 1.19
	 	 72%

	 1.31
	 	 100%



This annual Supplemental Incentive shall be calculated as of December 31, 2010 and shall not be earned until it has been calculated. Participant
will only be eligible to earn the incentive levels set forth expressly herein. Incentives shall not be calculated linearly and thus, Participant must achieve the next level of Agent Productivity in order to earn an increased incentive payment.

 This Supplemental Incentive shall be subject to all terms and conditions set forth in this Plan.