Exhibit 10.1


 


ZipRealty Inc. Management
Incentive Plan – Fiscal Year 2013


 





General Purpose: This ZipRealty Inc. (“Company”)
Management Incentive Plan – Fiscal Year 2013 (“Plan”) is designed to motivate and retain the Company’s
Eligible Employees (as defined herein) to achieve the Company’s financial and operational goals for Fiscal Year 2013, as
well as to retain such persons in the employ of the Company.


 


Duration: This Plan will be in effect for the Company’s
fiscal year ending December 31, 2013 (“Fiscal Year 2013”), meaning that the performance period determining whether
bonuses will be paid upon satisfaction of performance objectives is Fiscal Year 2013.


 


Plan Administrator: The Compensation Committee (the “Committee”)
of the Board of Directors (the “Board”) shall administer this Plan with respect to Eligible Persons 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 all headquarters-based “exempt” (pursuant to federal
and state wage and hour laws) employees who are employed by the Company during Fiscal Year 2013, without interruption (except as
set forth in the “Proration” section of this Plan), continuously through the date following completion of Fiscal Year
2013 when the Administrator completes its review of performance and calculates and approves the payment of bonuses under this Plan.
“Eligible Persons” specifically excludes the President of Broker Operations, Regional Vice Presidents, including Joseph
Pucillo and Jacob Stanton, and all other sales management covered pursuant to a Sales Management Incentive Plan for 2013.


 


Proration: In the sole discretion of the Administrator,
a prorated incentive may be paid under this Plan for any person who would otherwise be an Eligible Person but who became eligible
to participate in the Plan after the beginning of Fiscal Year 2013. 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 only if the Company
achieves its plan for both Adjusted EBITDA and revenue for Fiscal Year 2013. Thereafter, the incentive pool shall be funded as
follows:


 


		(i)	If the Company achieves its plan for Adjusted EBITDA but does not exceed that plan by at least $700,000, and the Company does
not exceed its plan for revenue by at least $1 million, then eighteen percent (18%) of Adjusted EBITDA in excess of the plan;



 


		(ii)	If the Company exceeds its plan for Adjusted EBITDA by at least $700,000, and the Company does not exceed its plan for revenue
by at least $1 million, then eighteen percent (18%) of total Adjusted EBITDA;



 






    	 



    	 



    

 





		(iii)	If the Company achieves its plan for Adjusted EBITDA but does not exceed that plan by at least $700,000, and the Company exceeds
its plan for revenue by at least $1 million, then twelve percent (12%) of all revenue in excess of the Company’s plan, in
all events to be capped at and not to exceed 35% of total Adjusted EBITDA; or



 


		(iv)	If the Company exceeds its plan for Adjusted EBITDA by at least $700,000, and the Company exceeds its plan for revenue by at
least $1 million, then both eighteen percent (18%) of total Adjusted EBITDA and twelve percent (12%) of all revenue in excess of
the Company’s plan, in all events to be capped at and not to exceed 35% of total 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 the Company
does not consider representative of its ongoing core operating performance.


 





Incentive Amount: Subject to the terms and
conditions of this Plan, Eligible Persons may earn payment of “Incentive Amounts” based on a percentage of the
funded incentive pool, with the Committee to determine the percentage to be paid to each Eligible Person who is an executive
officer and the Chief Executive Officer to determine the percentage to be paid to other Eligible Persons. The Committee has
determined the following Incentive Amount percentages for executive officers: Chief Executive Officer, 18%, Chief Financial
Officer, 9%, President/General Manager of Powered by Zip, 8%, Senior Vice President of Business Development/General Counsel,
7.5%, and Senior Vice President of Technology, 7.5%. The Committee retains the right to determine Incentive Amount
percentages for any additional executive officers of the Company.


 


The Incentive Amounts may be adjusted pursuant
to the “Performance Adjustment” section below.


 


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
2013 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 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 2013. 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 Fiscal Year 2013 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 2013. Nothing in this Plan provides for or implies the establishment or payment of
any incentives 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 2013 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 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 2013 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.