EX-10.1



 Exhibit 10.1 

April 23, 2015 
 Mr. Greg M. Schwartz 

Zillow Group, Inc. 
 1301 Second Ave., Floor 31 

Seattle, WA 98101 
 Dear Greg: 

This letter agreement (“Agreement”) is entered into by and between you and Zillow Group, Inc., a Washington corporation (the
“Company”), effective as of January 1, 2015 (the “Effective Date”). 
 1. Purpose. The purpose
of this Agreement is to set forth the terms and conditions governing your opportunity to earn annual cash-based awards based on achievement of identified revenue measures described below. The bonus opportunities granted under this Agreement are
intended to be cash-based awards under Section 12 of the Zillow, Inc. Amended and Restated 2011 Incentive Plan, as amended and/or restated from time to time and as assumed by the Company (the “Plan”). 

2. Term. This Agreement is effective as of the Effective Date and shall remain in effect until the earlier of its termination by the Compensation
Committee of the Board of Directors (the “Compensation Committee”), subject to Section 9 hereof, or your termination of employment or service with the Company (the “Term”). This Agreement does not
guarantee your employment, the terms of which continue to be governed by your employment agreement with the Company. 
 3. Elements of the Bonus
Opportunity. You will be eligible to earn annual cash bonuses (each, a “Bonus”) in the amounts and based on achievement of the performance metrics and during the performance periods set forth below:

  

	 	a.	Total Revenue Bonus: You will be eligible to receive a $50,000 semi-annual Bonus based on targeted Company total revenue during the applicable performance periods (“Total Revenue”).
Total Revenue will be calculated under U.S. generally accepted accounting principles except as otherwise provided herein. The Compensation Committee will annually approve Total Revenue targets for each of the performance periods
January 1 through June 30 and July 1 through December 31. No amount will be paid with respect to a six-month period if the Total Revenue target is not achieved for such period. The amount of the Bonus for a six-month period
will increase on a straight percentage basis to the extent Total Revenue exceeds Total Revenue target. Any Bonus payments will be calculated and paid as soon as practicable following completion of the applicable six-month period but in any event by
no later than 74 days after completion of such period. 

  

	 	b.	 Agent Revenue Bonus: You will be eligible to receive a $25,000 semi-annual Bonus based on targeted Agent Revenue during the applicable
performance periods. “Agent Revenue” will be calculated as revenue from Zillow Premier Agent and Trulia agent products. The Compensation Committee will annually approve the targeted Agent Revenue for each of the performance
periods January 1 through June 30 and July 1 through December 31. No amount will be paid with respect to a 










	 	
six-month period if the revenue target is not achieved for such period. The amount of the Bonus for a six-month period will increase on a straight percentage basis to the extent that generated
revenue exceeds target. Any Bonus payment will be calculated and paid as soon as practicable after the end of the applicable six-month period but in any event by no later than 74 days after completion of such period. 


 

	 	c.	Other Real Estate Revenue Bonus: You will be eligible to receive a $25,000 semi-annual Bonus based on targeted other real estate revenue (i.e., revenue generated by Rentals, StreetEasy, and Diverse Solutions)
during the applicable performance periods. The Compensation Committee will annually approve the targeted other real estate revenue for each of the performance periods January 1 through June 30 and July 1 through December 31. No
amount will be paid with respect to a six-month period if the revenue target is not achieved for such period. The Bonus payment for a six-month period will increase on a straight percentage basis to the extent that generated revenue exceeds target.
Any Bonus payment will be calculated and paid as soon as practicable after the end of the applicable six-month period but in any event by no later than 74 days after completion of such period. 


 

	 	d.	Calculation of Revenue and Compensation Committee Certification. For each of the performance metrics set forth above, the following will be excluded from the calculation of the applicable revenue measure:
(a) revenue generated by Market Leader; (b) fair value-based purchase accounting adjustments for deferred revenue (if any). At the conclusion of a performance period and prior to the payment of any Bonus for a performance period, the
Compensation Committee will certify in writing the extent to which the performance goals applicable for the performance period were achieved or exceeded, the final amount of the Bonus payable to you with respect to such period, and any other
material terms. 

  

	 	e.	Continued Employment. Payment of any Bonus under this Agreement is subject to your continued employment or service to the Company on a full-time basis through the last day of each applicable performance period
(i.e., the six-month period over which performance for a Bonus payout is measured). Bonuses will be paid in cash in a single, lump sum payment, subject to applicable payroll taxes and tax withholding. 


 

	 	f.	Dollar Limitations. The total Bonus payouts under this Agreement shall not exceed $2,000,000 in any calendar year. 


4. Recoupment. In the event that revenue upon which a Bonus was calculated is determined to have been overstated as a result of your misconduct, you
will be required to reimburse the Company for any Bonus payment received based upon such revenue and will not be eligible to receive any Bonus payment otherwise accrued but unpaid based upon such revenue. Recoupment of any Bonus shall otherwise be
required to the extent required by applicable law or the terms of a Company’s clawback policy, as then in effect and as it may be amended from time to time (the “Policy”), to the extent that the Policy applies to such
Bonus. 
 5. Assignment. This Agreement is personal to you and cannot be assigned by you. All of the terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 







 6. Administration. The Compensation Committee will administer this Agreement. You understand that the
Compensation Committee may adjust revenue targets or other terms set forth herein as a result of acquisitions, divestitures, or other extraordinary events or conditions during a calendar year. Subject to the last sentence of this Section 6, the
Compensation Committee further may adjust the Bonus amounts set forth in Section 3 of this Agreement for calendar years 2016 and beyond, in its discretion. Any determinations made by the Compensation Committee with respect to this
Agreement and any payouts thereunder will be final and binding on you. Notwithstanding anything to the contrary in this Agreement, in the event the Compensation Committee specifies that bonus opportunities for a performance period under this
Agreement are governed by Section 16 of the Plan, the Compensation Committee shall have the power to administer this Agreement in a manner intended to ensure that this Agreement satisfies all requirements for “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Code and any successor provision thereto. 
 7. Applicable Law. This
Agreement will in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to any rules governing conflicts of
laws. 
 8. No Trust or Fund. Each Bonus that may become payable under this Agreement will be paid solely from the general assets of the Company.
Nothing in this Agreement should be construed to create a trust or to establish or evidence your claim of any right to payment of a Bonus other than as an unsecured general creditor with respect to any payment to which you may be entitled. 

9. Amendment. The Compensation Committee reserves the right to unilaterally amend, modify or terminate this Agreement at any time, except that any such
amendment (other than amendments or adjustments permitted by Section 6 of this Agreement and, for the avoidance of doubt, Section 16 of the Plan), modification or termination may not, without your written consent, materially adversely
affect your rights with respect to any six-month period for which the Compensation Committee has previously approved revenue targets pursuant to Section 3 of this Agreement. Notwithstanding the foregoing, the Compensation Committee may
amend this Agreement at any time as it deems necessary or desirable to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended. 

10. Entire Agreement. This Agreement, on and as of the Effective Date, constitutes the entire agreement between the Company and you with respect to the
subject matter hereof, and all prior or contemporaneous oral or written communications, understandings or agreements between the Company and you with respect to such subject matter (including, without limitation, the Letter Agreement dated
June 16, 2014 by and between you and the Company (the “2014 Letter Agreement”)) are hereby superseded in their entirety, except as otherwise provided herein. For the avoidance of doubt, the 2014 Letter Agreement shall be
deemed terminated as of the Effective Date, provided, however, that those provisions of the 2014 Letter Agreement that must survive in order to give proper effect to their intent shall survive such termination. This Agreement may be executed in
counterparts. 
 11. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 







 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first set
forth above. 
  

					
	GREG M. SCHWARTZ				ZILLOW GROUP, INC.
			
	 /s/ Greg M. Schwartz
				 /s/ Kathleen Philips

					Print name: Kathleen Philips
					Title: Chief Operating Officer and Chief Legal Officer