UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 7, 2012
ZIPREALTY, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-51002 | 94-3319956 | |||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||
2000 Powell Street, Suite 300
Emeryville, CA 94608
(Address of Principal Executive Offices)
(Zip Code)
510-735-2600
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On May 7, 2012, the Board of Directors (the “Board”) of ZipRealty, Inc. (the “Company”) appointed Franklin V. (Van) Davis to the new position of President, Brokerage Operations, effective May 7, 2012.
Mr. Davis, age 53, has more than two decades of management and leadership experience in the real estate brokerage industry. Mr. Davis most recently served as owner and operator of F.V.O. Davis Consulting, a franchising and real estate consulting service, from September 2007 to April 2012. Mr. Davis’s previous real estate brokerage experience includes serving as President and Chief Executive Officer of Foxtons North America and as President and Chief Executive Officer of Century 21 Real Estate Corporation. Mr. Davis has also served as an advisory board member for BOGOPOD.com, a provider of online marketing services to merchants, and Trulia, Inc., an operator of a website for residential real estate consumers and agents, during their start-up phases. Mr. Davis holders a Masters of Business Administration degree and a Bachelor of Business Administration degree in finance magna cum laude from New Mexico State University.
As set forth in his offer letter, a copy of which is filed as an exhibit to this report, Mr. Davis will receive an annual base salary of $250,000 and, for fiscal year 2012, will be eligible to earn a bonus amount equal to 50% of his annual base salary if the Company achieves Target District Income, and in if the Company exceeds Target District Income, Mr. Davis shall be eligible to earn 50% of his annual base salary and 5% of every dollar in District Income that the Company achieves over Target District Income up to 105% of Target District Income, and if the Company achieves over 105% of Target District Income, Mr. Davis shall be eligible to earn 50% of his annual base salary, 5% of every dollar in District Income that the Company achieves over Target District Income up to 105% of Target District Income and 10% of every dollar in District Income that the Company achieves over 105% of Target District Income. In addition, management has recommended to the Compensation Committee of the Board and to the Board that, on the date of the next Board meeting, Mr. Davis be granted an option to purchase up to 180,000 shares of the Company’s common stock with an exercise price equal to the closing price of the Company’s common stock on the date the option is granted. The option will have a Vesting Commencement Date equal to Mr. Davis’s first date of employment and will vest pursuant to the Company’s standard vesting schedule of 25% upon the first anniversary of the Vesting Commencement Date and 75% prorated monthly over the subsequent three-year period, based upon Mr. Davis's continued service relationship with the Company. Mr. Davis is also entitled to receive reimbursement for temporary housing expenses, temporary personal travel expenses, and relocation expenses upon the terms set forth in his offer letter.
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. |
The following exhibit is furnished with this report on Form 8-K:
10.16 Offer Letter to Franklin V. (Van) Davis effective May 7, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZIPREALTY, INC. | |||||||
| a Delaware corporation | |||||||
| Dated: | May 8, 2012 | By: | /s/ Karen B. Seto | ||||
| Karen B. Seto | |||||||
| Vice President and | |||||||
| Corporate Counsel | |||||||
INDEX TO EXHIBITS
| Exhibit | Description | |
| 10.16 | Offer Letter to Franklin V. (Van) Davis effective May 7, 2012 |
Exhibit 10.16
May 1, 2012
Van Davis
Dear Van,
On behalf of ZipRealty, Inc. (the "Company"), I am pleased to invite you to join the Company as President of Brokerage Operations. In this position, you will report directly to me and you will be expected to devote your full business time, attention and energies to the performance of your duties with the Company. This offer is contingent on you being able to satisfactorily clear our background check. The effective date of your employment is on or around May 7, 2012.
The terms of this offer of employment are as follows:
1. Compensation. The Company will pay you an annual salary of $250,000, payable on a semi-monthly basis, in accordance with the Company's standard payroll policies. Furthermore, you will be eligible to participate in all employee benefit programs currently adopted by the Company.
2. Bonus Eligibility. You will be eligible to earn a bonus amount equal to 50% of your annual base salary if the Company achieves Target District Income, and if the Company exceeds Target District Income, you shall be eligible to earn 50% of your annual base salary and 5% of every dollar in District Income that the Company achieves over Target District Income up to 105% of Target District Income, and if the Company achieves over 105% of Target District Income, you shall be eligible to earn 50% of your annual base salary, 5% of every dollar in District Income that the Company achieves over Target District Income up to 105% of Target District Income and 10% of every dollar in District Income that the Company achieves over 105% of Target District Income.
3. Temporary Housing Reimbursement. Upon submission of valid documentation, you shall be eligible for reimbursement of up to $6,000 for reasonable expenses for temporary housing or lodging, as approved by the Company in its sole discretion, not to be unreasonably withheld, for a period ending October 31, 2012, after execution of this Agreement by you and the Company.
4. Temporary Personal Travel Reimbursement. Upon submission of valid documentation, you shall be eligible for reimbursement for reasonable expenses for travel between Northern California and Virginia, as approved by the Company in its sole discretion, not to be unreasonably withheld, for a period ending November 30, 2012, after execution of this Agreement by you and the Company.
5. Relocation Reimbursement. Upon submission of valid documentation, you shall be eligible for reimbursement of up to $35,000 for reasonable expenses for relocation to the San Francisco Bay Area, as approved by the Company in its sole discretion, not to be unreasonably withheld. You understand that you shall not be eligible to receive reimbursement pursuant to this paragraph if you do not relocate to the San Francisco Bay Area. In the event you voluntary resign from the Company before one full year of employment (the “Initial Employment Year”), you agree to repay the Company a prorated percentage of any reimbursement paid to you pursuant to this section equal to the remaining percentage of the Initial Employment Year.
6. 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, damages, awards or compensation other than as may otherwise be available in accordance with applicable law.
7. 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.
8. Health and Welfare. You will be eligible to participate in our medical, dental, life insurance/AD&D and long-term disability insurance plan. Eligible employees may enroll on the first of the month following their first day of employment.
9. 401 (k) Qualified Retirement Plan. The Company provides eligible employees a 401 (k) Qualified Retirement plan. Eligible employees may enroll on the first day of the month following the date of employment.
10. Paid Time Off (PTO). As an Officer of the Company, you will earn 16 hours of PTO for each month worked. PTO may be carried over to the following year, up to a maximum of one and one-half of your monthly accrual rate times twelve. PTO can be used as vacation time, sick time, or to take care of personal matters.
11. Change of Control and Indemnification 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 Change of Control and Indemnification Agreement.
12. Option Grant. We will recommend to the Compensation Committee of the Board of Directors and the Board of Directors of the Company that you be granted a stock option entitling you to purchase up to 180,000 shares of Common Stock of the Company at the then current fair market value and as approved by the Compensation Committee at the next meeting of the Board of Directors. Such options shall be subject to the terms and conditions of the Company’s Stock Option Plan and Stock Option Agreement, including vesting requirements. The current vesting schedule provides for 25% vesting after one year, with the remaining 75% vesting monthly over the subsequent three-year period.
13. Employee Classification. Your position is classified as exempt pursuant to the Fair Labor Standards Act (FLSA) and current applicable state laws.
14. General. This offer letter, 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.
Van, I believe ZipRealty has a promising future, which requires talented, dedicated and motivated people like you to make it successful. We are delighted that you are interested in becoming a part of the Zip Team. If the foregoing terms are agreeable, please indicate your acceptance by signing this letter in the space provided below and returning it to the Human Resources Department. This offer will terminate if not accepted on or before May 4, 2012.
We look forward to you joining our team!
| Sincerely, | ||
| ZipRealty, Inc. | ||
| /s/ Lanny Baker | ||
| Lanny Baker | ||
| President & Chief Executive Officer |
AGREED AND ACCEPTED:
/s/ Van Davis
Van Davis