Employment Agreement - ZipRealty.com Inc. and Eric Danziger
ZipRealty.com(TM)
Real Estate Redefined(TM)
April 27, 2001
Eric Danziger
4801 E. Sparkling Lane
Paradise Valley, AZ 85253
Dear Eric:
On behalf of zipRealty.com, Inc. (the "Company"), I am pleased to
invite you to join the Company as the Chief Executive Officer (CEO). In
this position, you will report directly to the the Board of Directors, and
you will be expected to devote your full business time, attention and
energies to the performance of your duties with the Company. The effective
date of your employment will be June 11th, 2001 or sooner depending on
your ability to transition into your new position.
The terms of this offer of employment are as follows:
1. Compensation. The Company will pay you a base salary in the first
year of your employment of $22,916.67 per month payable in accordance with
the Company's standard payroll policies. You will also be eligible to earn
a bonus equal to 100% of your annual base pay at the anniversary of your
start date by achieving the following two objectives;
A; Lead the company to profitability for two consecutive months in
Q1-02 or Q2 -02
B: Insure company revenue exceeds $1.5 million a month for two
consecutive months in Q1-02 or Q2-02.
At the conclusion of your first year of employment the Board of Directors
will meet with you to review your performance and come to mutually
agreeable terms for the next year's base salary and bonus plan. These
negotiations will be concluded no later than two weeks past the
anniversary of your start date. For all subsequent years of employment,
the same process will be repeated unless a new method is mutually agreed
to by the Board of Directors and yourself in writing.
In addition, you will be eligible to participate in all employee benefit
programs currently adopted by the Company. An additional memo is provided
outlining the key components of the current company benefits plan.
2. At-Will Employment. You should be aware that your employment with
the Company is for no specified period and constitutes "at-will"
employment. As a result, you are free to terminate your employment at any
time, for any reason or for no reason. Similarly, the Company is free to
terminate your employment at any time, for any reason or for no reason. In
the event of termination of your employment, you will not be entitled to
any payments, benefits,
1401 Marina Way South Richmond, CA 94804 510.965.2600 fax 510.237.2471 -
www.zipRealty.com
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damages, awards or compensation other than as may otherwise be available
in accordance with applicable law.
3. Proprietary Information Agreement. As a condition of accepting
this offer of employment, you will be required to complete, sign and
return the Company's standard form of Employee Proprietary Information
Agreement.
4. Option Grant. The Board of Directors of the Company has approved
that upon commencement of employment you be issued a stock option grant of
2,000,000 shares of Common Stock of the Company at the strike price of 1/4
of the Series D share price under a vesting period of 48 months. The
stock shall vest at the rate of 1/48 of the total grant per month
(41,666.67 shares per month) starting the first day of employment and
continuing until all such shares are exercisable, based upon your
continued employment with the Corporation. Such options shall be subject
to the terms and conditions of the Company's Stock Option Plan and Stock
Option Agreement. In the event of a change of control (merger or
acquisition) of the company in which more that 51% of the company stock
after the change of control is owned by the acquirer, there will be an
acceleration of vesting of half of the remaining unvested shares (as in
the stock purchase agreement with the founders).
5. Relocation package. You will be eligible for reimbursement of up
to $100,000 net relocation costs for relocation expenses incurred during
your move to California. In the case where you do not complete twelve
months service with the company, you will be required to reimburse the
company 1/12th the relocation expenses for each month remaining until the
anniversary date.
6. Employment Classification. Your position is classified as exempt
pursuant to the Fair Labor Standards Act (FLSA) and current applicable
state laws.
8. General. This offer letter and the Employee Proprietary
Information Agreement, when signed by you sets forth the terms of your
employment with the Company and supercedes any and all prior
representations and agreements, whether written or oral. This agreement
can only be amended in a writing signed by you and an officer of the
company. Any waiver of a right under this agreement must be in writing,
This agreement will be governed by California law.
9. We look forward to you joining the Company. If the foregoing
terms are agreeable, please indicate your acceptance by signing the
enclosed copy of this letter in the space provided below and returning it
to me, along with your completed and signed Employee Proprietary
Information Agreement.
Sincerely,
zipRealty.com, Inc.
/s/ Juan Mini
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Juan Mini
AGREED AND ACCEPTED
/s/ Eric Danziger
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Eric Danziger
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