EX-10.1



 Exhibit 10.1 

AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM 

FOR 
 NONEMPLOYEE
DIRECTORS UNDER THE 
 ZILLOW GROUP, INC. AMENDED AND RESTATED 

2011 INCENTIVE PLAN, AS AMENDED 

The following provisions set forth the terms of the stock option grant program (the “Program”) for nonemployee
directors of Zillow Group, Inc. (the “Company”) under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan, as amended and as assumed by the Company (the “Plan”). In the event of any
inconsistency between the terms contained herein and in the Plan, the Plan shall govern. Capitalized terms that are not defined herein have the meanings set forth in the Plan. 

1. Eligibility 
 Each
director of the Company elected or appointed to the Board who is not otherwise an officer or employee of the Company or of any Related Company (an “Eligible Director”) shall be eligible to receive Options under the Plan, as
described below. 
 2. Annual Option Grants 

(a) Beginning on March 1, 2016 and on each anniversary thereafter (the “Grant Date”), each individual who was an
Eligible Director during the twelve months preceding the Grant Date shall automatically receive a Nonqualified Stock Option to purchase that number of shares of Class C Capital Stock with a Black-Scholes-Merton value (or such other valuation method
then being used by the Company to value its stock options for financial reporting purposes) equal to $150,000, with any fractional share rounded to the nearest whole share (0.5 to be rounded up) (each, an “Annual Option
Grant”). 
 (b) In the event of an Eligible Director’s initial election or appointment to the Board during the
twelve-month period prior to a Grant Date, such Eligible Director shall automatically receive a prorated Annual Option Grant on the first Grant Date after initial election or appointment to the Board, based on the number of full calendar months that
have elapsed between the date of the Eligible Director’s initial election or appointment to the Board and the Grant Date. 
 3.
Option Vesting 
 Annual Option Grants shall be fully vested and exercisable on the Grant Date. 

4. Option Exercise Price 

The per share exercise price of an Annual Option Grant shall be equal to the Fair Market Value of the Class C Capital Stock on the Grant Date.

 5. Payment of Exercise Price 

Options granted under the Program shall be exercised by giving notice to the Company (or a brokerage firm designated or approved by the
Company) in such form as required by the Company, stating the number of shares of Class C Capital Stock with respect to which the Option is being exercised, accompanied by payment in full for such Class C Capital Stock, which payment may be made, to
the extent permitted by applicable laws and regulations, in whole or in part: 
 (a) by cash, check or wire transfer; 

(b) if and so long as the Class C Capital Stock is registered under the Exchange Act, by delivery of a properly executed
exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board; or 







 (c) by such other consideration as the Compensation Committee may permit. 

6. Term of Options 
 Each
Option shall expire ten years from the Grant Date thereof (the “Option Expiration Date”), but shall be subject to earlier termination as follows: 

(a) General Rule. In the event of an Eligible Director’s Termination of Service for any reason other than death, Disability or for
Cause, the Option may be exercised by the Eligible Director only until the earlier of (i) two years after the Eligible Director’s Termination of Service and (ii) the Option Expiration Date; 

(b) Death or Disability. In the event of an Eligible Director’s Termination of Service by reason of death or Disability, the
Option may be exercised only until the earlier of (i) the one-year anniversary of the date of the Eligible Director’s Termination of Service and (ii) the Option Expiration Date. If an Eligible Director dies after his or her
Termination of Service but while the Option is still exercisable, the Option may be exercised until the earlier of (x) the one-year anniversary of the date of death and (y) the Option Expiration Date; and 

(c) Cause. In the event of an Eligible Director’s Termination of Service for Cause, the Option shall terminate and no longer be
exercisable, unless the Committee determines otherwise. 
 7. Amendment 

The Board or the Compensation Committee may amend the provisions contained herein in such respects as it deems advisable. Unless otherwise
provided in the Plan, any such amendment shall not, without the consent of the Eligible Director, materially adversely affect any rights of an Eligible Director under an Option. 

Provisions of the Plan (including any amendments thereto) that are not discussed herein, to the extent applicable to Eligible Directors, shall
continue to govern the terms and conditions of Options granted to Eligible Directors. 
 8. Effective Date 

This Program shall become effective on March 1, 2016 and, unless sooner terminated by the Board or the Compensation Committee, shall
remain effective during the term of the Plan.