Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (e) On January 21, 2013, ZipRealty, Inc. (the "Company") executed a Consulting Agreement (the "Agreement") with Genni Combes, Senior Vice President, Corporate Development. Pursuant to the Agreement, Ms. Combes will remain employed with the Company until April 1, 2013, or an earlier date mutually agreed, at which time Ms. Combes will become a consultant to the Company as an independent contractor. Ms. Combes will remain a consultant for a period of twelve (12) months unless the Agreement is terminated or the consulting period is extended, in each case as provided in the Agreement. During the consulting term, Ms. Combes will be paid at a rate of $6,000 a month for services of up to forty (40) hours per month, and the Company will also pay the amount equal to Ms. Combes's monthly premium under COBRA for her and, if applicable, her spouse and dependents. Ms. Combes's stock options will continue to vest for the duration of the term of the Agreement due to her continued and continuous service relationship with the Company, as provided in her existing stock option agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Consulting Agreement with Genni Combes dated as of January 21, 2013