EX-10.1



 Exhibit 10.1 

ZILLOW GROUP, INC. 

AMENDED AND RESTATED 2011 INCENTIVE PLAN 

(As Amended and Restated Effective June 11, 2015) 

SECTION 1. PURPOSE 
 The purpose of the
Zillow Group, Inc. Amended and Restated 2011 Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the
opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareholders. 

SECTION 2. DEFINITIONS 
 Certain
capitalized terms used in the Plan have the meanings set forth in Appendix A. 
 SECTION 3. ADMINISTRATION 

 

	3.1	Administration of the Plan 

 (a) The Plan shall be administered by the Board or the Compensation
Committee (including a subcommittee thereof), which shall be composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the
Exchange Act, or any successor definition adopted by the Securities and Exchange Commission; an “outside director” within the meaning of Section 162(m) of the Code, or any successor provision thereto; and “independent”
within the meaning of any applicable stock exchange listing rules or similar regulatory authority. 
 (b) Notwithstanding the foregoing, the Board may
delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to different committees consisting of two or more members of the Board, subject to such limitations as the Board deems
appropriate and subject to the requirements set forth in Section 3.1(a) with respect to Awards granted to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of
any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board may authorize one or more senior executive officers of the Company to grant
Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to
Section 16 of the Exchange Act. 
 (c) All references in the Plan to the “Committee” shall be, as applicable, to the Board, the
Compensation Committee or any other committee or any officer to whom authority has been delegated to administer the Plan. 








	3.2	Administration and Interpretation by Committee 

 (a) Except for the terms and conditions explicitly set
forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted
by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Awards to be granted to each Participant
under the Plan; (iii) determine the number and type of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of
notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) interpret and
administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (viii) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan;
(ix) delegate ministerial duties to such of the Company’s employees as it so determines; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

 (b) The Committee shall have the right, without shareholder approval, to (i) lower the exercise or grant price of an Option or SAR after it is
granted; (ii) cancel an Option or SAR at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock, in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award;
or (iii) take any other action that is treated as a repricing under generally accepted accounting principles. 
 (c) The effect on the vesting of an
Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to
directors or executive officers, by the Compensation Committee, whose determination shall be final. 
 (d) Decisions of the Committee shall be final,
conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Committee may determine its actions. 

SECTION 4. SHARES SUBJECT TO THE PLAN 
  

	4.1	Authorized Number of Shares 

 Subject to adjustment from time to time as provided in Section 15.1,
the number of shares of Common Stock available for issuance under the Plan shall be: 
 (a) 5,300,000 shares; plus 

  
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 (b) an annual increase to be added as of January 1st of each year, commencing on January 1, 2016 and
ending on (and including) January 1, 2025, equal to the least of (i) 3.5% of the outstanding Common Stock and Class B Common Stock on a fully diluted basis as of the end of the immediately preceding calendar year, (ii) 3,500,000
shares, and (iii) a lesser amount determined by the Board; provided, however, that any shares that become available from any such increases in previous years that are not actually issued shall continue to be available for issuance under the
Plan; plus 
 (c) 4,586,093 shares that previously became available for issuance under the Plan pursuant to the authorized annual share increase on each of
January 1, 2013, 2014 and 2015; plus 
 (d) (i) any shares subject to outstanding awards under the Prior Plan on the IPO Date that subsequently cease
to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested or nonforfeitable shares), up to an aggregate maximum of 715,879 shares, which shares shall
cease to be set aside or reserved for issuance pursuant to the Prior Plan, effective on the date upon which they cease to be so subject to such awards, and shall instead be set aside and reserved for issuance pursuant to the Plan, and
(ii) 46,283 shares, reflecting authorized shares that were not issued or subject to awards under the Company’s Amended and Restated 2005 Equity Incentive Plan (the “Prior Plan”) on the IPO Date that became available
for issuance under the Plan on such date. 
 Shares issued under the Plan shall be drawn from authorized and unissued shares. 

 

	4.2	Share Usage 

 (a) Shares of Common Stock covered by an Award shall not be counted as used unless and
until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter
are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or
retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award that is settled in cash, or in a manner such
that some or all of the shares of Common Stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any
dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award. 

(b) The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights
earned or due under other compensation plans or arrangements of the Company. 
 (c) Notwithstanding any other provision of the Plan to the contrary, the
Committee may grant Substitute Awards under the Plan. Substitute Awards shall not reduce the number of shares 

  
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authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of such
acquisition or combination and previously approved by the Acquired Entity’s shareholders, then, to the extent determined by the Board or the Compensation Committee, the shares available for grant pursuant to the terms of such preexisting plans
(as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of securities of the entities that are
parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not
be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related
Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation or statutory share exchange is completed is approved by the Board and that
agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action by the
Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants. 

(d) Notwithstanding any other provision of this Section 4.2 to the contrary, the maximum number of shares that may be issued upon the exercise of
Incentive Stock Options shall equal the aggregate share number stated in Section 4.1(a), subject to adjustment as provided in Section 15.1. 

SECTION 5. ELIGIBILITY 
 An Award may be
granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered
to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly
promote or maintain a market for the Company’s securities. 
 SECTION 6. AWARDS 

 

	6.1	Form, Grant and Settlement of Awards 

 The Committee shall have the authority, in its sole discretion, to
determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and
contingencies as the Committee shall determine. 

  
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	6.2	Evidence of Awards 

 Awards granted under the Plan shall be evidenced by a written, including an
electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan. 

 

	6.3	Deferrals 

 To the extent permitted by applicable law, the Committee may permit or require a Participant
to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional
Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents. All deferrals by Participants shall be made in accordance with Section 409A. 

 

	6.4	Dividends and Distributions 

 Participants may, if the Committee so determines, be credited with
dividends or dividend equivalents paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that
the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing,
the right to any dividends or dividend equivalents declared and paid on the number of shares underlying an Option or a Stock Appreciation Right may not be contingent, directly or indirectly, on the exercise of the Option or Stock Appreciation Right,
and must comply with or qualify for an exemption under Section 409A. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must comply with or qualify for an exemption under
Section 409A. 
 SECTION 7. OPTIONS 
  

	7.1	Grant of Options 

 The Committee may grant Options designated as Incentive Stock Options or Nonqualified
Stock Options. 
  

	7.2	Option Exercise Price 

 Options shall be granted with an exercise price per share not less than 100% of
the Fair Market Value of the Common Stock on the Grant Date (and shall not be less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards. 

  
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	7.3	Term of Options 

 Subject to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date. For Incentive Stock Options, the maximum term shall comply with Section 422 of the Code. 

 

	7.4	Exercise of Options 

 (a) The Committee shall establish and set forth in each instrument that evidences
an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time. 

(b) To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed
or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being
exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in
Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee. 

 

	7.5	Payment of Exercise Price 

 The exercise price for shares purchased under an Option shall be paid in full
to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a
combination of forms acceptable to the Committee for that purchase, which forms may include: 
 (a) cash; 

(b) check or wire transfer; 
 (c) having the Company withhold
shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; 

(d) tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of
Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option; 

(e) so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a
properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and
any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or 

  
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 (f) such other consideration as the Committee may permit. 

 

	7.6	Effect of Termination of Service 

 The Committee shall establish and set forth in each instrument that
evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time. If not otherwise
established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Committee at any time: 

(a) Any portion of an Option that is not vested and exercisable on the date of a Participant’s Termination of Service shall expire on such date. 

(b) Any portion of an Option that is vested and exercisable on the date of a Participant’s Termination of Service shall expire on the earliest to occur
of: 
 (i) if the Participant’s Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date
that is three months after such Termination of Service; 
 (ii) if the Participant’s Termination of Service occurs by reason of
Retirement, Disability or death, the one-year anniversary of such Termination of Service; and 

(iii) the Option Expiration Date. 

Notwithstanding the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the
Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date
of death, unless the Committee determines otherwise. 
 Also notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for
Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant’s employment or service relationship with the
Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during the period of investigation. If any facts that would
constitute termination for Cause are discovered after a Participant’s Termination of Service, any Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion. 

(c) Notwithstanding the foregoing, if exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise
exercisable, would be prohibited solely because the issuance of Common Stock upon exercise of the Option would violate the registration requirements under the Securities Act, then the Option shall remain exercisable until


  
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the earlier of (i) the Option Expiration Date and (ii) the expiration of a total period of three months (or such longer period of time as determined by the Committee in its sole
discretion), which time period need not be consecutive, after the Participant’s Termination of Service during which exercise of the Option would not be in violation of the Securities Act. 

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS 

Notwithstanding any other provision of the Plan to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all
respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following: 

 

	8.1	Eligible Employees 

 Individuals who are not employees of the Company or one of its parent or subsidiary
corporations (as such terms are defined for purposes of Section 422 of the Code) on the Grant Date may not be granted Incentive Stock Options. 
  

	8.2	Dollar Limitation 

 To the extent the aggregate Fair Market Value of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 (or, if different, the maximum limitation in effect at the time of grant under the Code), such portion in excess of $100,000 shall
be treated as a Nonqualified Stock Option. 
  

	8.3	Ten Percent Stockholders 

 In the case of an Incentive Stock Option granted to a Participant who owns
more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a “Ten Percent Stockholder”), such Option shall be granted with an exercise price per
share not less than 110% of the Fair Market Value of the Common Stock on the Grant Date and with a maximum term of five years from the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the
Code. 
 SECTION 9. STOCK APPRECIATION RIGHTS 
  

	9.1	Grant of Stock Appreciation Rights 

 The Committee may grant Stock Appreciation Rights to Participants at
any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option (a “tandem SAR”) or alone (a “freestanding SAR”). The grant
price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such
terms and conditions and for such term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a
freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be 

  
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exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be
exercised only with respect to the shares for which its related Option is then exercisable. 
  

	9.2	Payment of SAR Amount 

 Upon the exercise of an SAR, a Participant shall be entitled to receive payment
in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At
the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

  

	9.3	Waiver of Restrictions 

 The Committee, in its sole discretion, may waive any other terms, conditions or
restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate. 

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK 

UNITS 
  

	10.1	Grant of Stock Awards, Restricted Stock and Stock Units 

 The Committee may grant Stock Awards,
Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance
goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. 
  

	10.2	Vesting of Restricted Stock and Stock Units 

 Upon the satisfaction of any terms, conditions and
restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions on Restricted Stock or Stock Units, as determined by the Committee, (a) the shares covered
by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and
shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash. 
  

	10.3	Waiver of Restrictions 

 The Committee, in its sole discretion, may waive the repurchase or forfeiture
period and any other terms, conditions or restrictions on any Restricted Stock or Stock Units under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate. 

  
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 SECTION 11. PERFORMANCE AWARDS 

 

	11.1	Performance Shares 

 The Committee may grant Awards of Performance Shares, designate the Participants to
whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common
Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of
Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance
Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion. 
  

	11.2	Performance Units 

 The Committee may grant Awards of Performance Units, designate the Participants to
whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than
shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the
attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the
Committee shall determine in its sole discretion. 
 SECTION 12. OTHER STOCK OR CASH-BASED AWARDS 

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in
cash or in shares of Common Stock under the Plan. 
 SECTION 13. WITHHOLDING 

(a) The Company may require the Participant to pay to the Company or a Related Company, as applicable, the amount of (i) any taxes that the Company or a
Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (ii) any amounts due from the
Participant to the Company or any Related Company (“other obligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise
settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied. 

  
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 (b) The Committee, its sole discretion, may permit or require a Participant to satisfy all or part of the
Participant’s tax withholding obligations and other obligations by (i) paying cash to the Company or a Related Company, as applicable, (ii) having the Company withhold an amount from any cash amounts otherwise due or to become due
from the Company or a Related Company to the Participant, (iii) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair
Market Value equal to the tax withholding obligations and other obligations, (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations,
(v) selling shares of Common Stock issued under an Award on the open market or to the Company, or (vi) taking such other action as may be necessary in the opinion of the Committee to satisfy any applicable tax withholding obligations. The
value of the shares so withheld or tendered may not exceed the employer’s applicable minimum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined
by the Committee in its sole discretion. 
 SECTION 14. ASSIGNABILITY 

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other
purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on
a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing, and to
the extent permitted by Section 422 of the Code, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify. 

SECTION 15. ADJUSTMENTS 
  

	15.1	Adjustment of Shares 

 (a) In the event, at any time or from time to time, a stock dividend, stock split,
spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange, distribution to shareholders other than a normal cash dividend, or other change in the
Company’s corporate or capital structure results in (i) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or
(ii) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (1) the maximum number and kind of
securities available for issuance under the Plan; (2) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2(d); (3) the maximum numbers and kind of securities set forth in
Section 16.3; and (4) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Committee
as to the terms of any of the foregoing adjustments shall be conclusive and binding. 

  
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 (b) Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a
Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively. 
  

	15.2	Dissolution or Liquidation 

 To the extent not previously exercised or settled, and unless otherwise
determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not
been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation. 
  

	15.3	Change of Control 

 Notwithstanding any other provision of the Plan to the contrary, unless the Committee
shall determine otherwise in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a Change of Control: 

(a) All outstanding Awards that are subject to vesting based on continued employment or service with the Company or a Related Company shall become fully
vested and immediately exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change of Control and shall terminate at the effective time of the Change of Control; provided, however,
that with respect to a Change of Control that is a Company Transaction in which such Awards could be converted, assumed, substituted for or replaced by the Successor Company, such Awards shall become fully vested and immediately exercisable or
payable, and all applicable restrictions or forfeiture provisions shall lapse, only if and to the extent such Awards are not converted, assumed, substituted for or replaced by the Successor Company. If and to the extent that the Successor Company
converts, assumes, substitutes for or replaces an Award, the vesting restrictions and/or forfeiture provisions applicable to such Award shall not be accelerated or lapse, and all such vesting restrictions and/or forfeiture provisions shall continue
with respect to any shares of the Successor Company or other consideration that may be received with respect to such Award. 
 For the purposes of
Section 15.3(a), an Award shall be considered converted, assumed, substituted for or replaced by the Successor Company if following the Company Transaction the Award confers the right to purchase or receive, for each share of Common Stock
subject to the Award immediately prior to the Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is


  
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not solely common stock of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share
of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such
substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding. 
 (b) All Performance
Shares, Performance Units and other outstanding Awards that are subject to vesting based on the achievement of specified performance goals and that are earned and outstanding as of the date the Change of Control is determined to have occurred and
for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the instrument evidencing the Award. All Performance Shares, Performance Units and other outstanding Awards that are subject
to vesting based on the achievement of specified performance goals for which the payout level has not been determined as of the date the Change of Control is determined to have occurred shall be prorated at the target payout level up to and
including the date of such Change of Control and shall be payable in accordance with the payout schedule set forth in the instrument evidencing the Award. Any existing deferrals or other restrictions not waived by the Committee in its sole
discretion shall remain in effect. 
 (c) Notwithstanding the foregoing, the Committee, in its sole discretion, may instead provide in the event of a Change
of Control that is a Company Transaction that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in exchange therefor, a cash payment equal to the
amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Company Transaction, or, in the event the Company Transaction is one of the transactions listed under subsection (c) in the
definition of Company Transaction or otherwise does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Committee in its sole
discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards (to the extent then vested and exercisable or whether or not then vested and exercisable, as determined by the Committee in its sole discretion)
exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards. 
 (d) For the avoidance of doubt, nothing in
this Section 15.3 requires all outstanding Awards to be treated similarly. 
  

	15.4	Further Adjustment of Awards 

 Subject to Sections 15.2 and 15.3, the Committee shall have the
discretion, exercisable at any time before a sale, merger, consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Committee, to take such further action as it
determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to
provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the 

  
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Committee may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after
granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, statutory share exchange, reorganization, liquidation, dissolution or change of control that is the reason for
such action. 
  

	15.5	No Limitations 

 The grant of Awards shall in no way affect the Company’s right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

 

	15.6	Fractional Shares 

 In the event of any adjustment in the number of shares covered by any Award, each
such Award shall cover only the number of full shares resulting from such adjustment, and any fractional shares resulting from such adjustment shall be disregarded. 
  

	15.7	Section 409A 

 Notwithstanding any other provision of the Plan to the contrary, (a) any
adjustments made pursuant to this Section 15 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any
adjustments made pursuant to this Section 15 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either
(i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A. 
 SECTION 16.
CODE SECTION 162(m) PROVISIONS 
 Notwithstanding any other provision of the Plan to the contrary, if the Committee determines, at the time Awards are
granted to a Participant who is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 16 is
applicable to such Award. 
  

	16.1	Performance Criteria 

 If an Award is subject to this Section 16, then the lapsing of restrictions
thereon and the distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the
attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or any affiliate or business unit of the Company, as reported or calculated by the Company: cash flows
(including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary items,
restructuring charges or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; share price appreciation; total shareholder return; cost control;


  
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strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; or customer satisfaction, employee satisfaction, services performance, subscriber,
cash management or asset management metrics (together, the “Performance Criteria”). 
 Such performance goals also may be based on
the achievement of specified levels of Company performance (or performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Criteria described above relative to the performance of other companies. Such
performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder. 

The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a
performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any
reorganization and restructuring programs, (v) extraordinary, unusual and/or nonrecurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including notes to the financial
statements, or the Management’s Discussion and Analysis section of the Company’s periodic reports, (vi) acquisitions or divestitures, (vii) foreign exchange gains and losses, (viii) gains and losses on asset sales, and
(ix) impairments. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that satisfies the requirements for “performance-based compensation” within the meaning of
Section 162(m)(4)(C) of the Code, or any successor provision thereto. 
  

	16.2	Adjustment of Awards 

 Notwithstanding any provision of the Plan other than Section 15, with respect
to any Award that is subject to this Section 16, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the
case of the death or disability of the Covered Employee. 
  

	16.3	Limitations 

 Subject to adjustment from time to time as provided in Section 15.1, no Covered
Employee may be granted Awards other than Performance Units subject to this Section 16 in any calendar year period with respect to more than 750,000 shares of Common Stock for such Awards, except that the Company may make additional onetime
grants of such Awards for up to 750,000 shares to newly hired or newly promoted individuals, and the maximum dollar value payable with respect to any one calendar year to any Covered Employee with respect to Performance Units or other awards
payable in cash subject to this Section 16 is $2,000,000. 
 The Committee shall have the power to impose such other restrictions on Awards subject to
this Section 16 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision
thereto. 

  
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 SECTION 17. AMENDMENT AND TERMINATION 

 

	17.1	Amendment, Suspension or Termination 

 The Board or the Compensation Committee may amend, suspend or
terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required
for any amendment to the Plan; and provided, further, that any amendment that requires shareholder approval may be made only by the Board. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or
retroactively. 
  

	17.2	Term of the Plan 

 Unless sooner terminated as provided herein, the Plan shall automatically terminate on
the tenth anniversary of the earlier of (a) the date the Board adopted the Plan and (b) the date the shareholders approved the Plan. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain
outstanding in accordance with their terms and conditions and the Plan’s terms and conditions. 
  

	17.3	Consent of Participant 

 The amendment, suspension or termination of the Plan or a portion thereof or the
amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions. 
 SECTION 18.
GENERAL 
  

	18.1	No Individual Rights 

 No individual or Participant shall have any claim to be granted any Award under
the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. 
 Furthermore, nothing in the Plan or any Award
granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or
limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause. 

  
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	18.2	Issuance of Shares 

 (a) Notwithstanding any other provision of the Plan, the Company shall have no
obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. 

(b) The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to
register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications
if made. 
 (c) As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may
require (i) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or
distribute such shares and (ii) such other action or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any
such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the
Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares. 

(d) To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 
  

	18.3	Indemnification 

 (a) Each person who is or shall have been a member of the Board, the Compensation
Committee, or a committee of the Board or an officer of the Company to whom authority to administer the Plan was delegated in accordance with Section 3.1, shall be indemnified and held harmless by the Company against and from any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of
any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action,
suit or proceeding against such person, unless such loss, cost, liability or expense is a result of such 

  
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person’s own willful misconduct or except as expressly provided by statute; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and
defend the same before such person undertakes to handle and defend it on such person’s own behalf. 
 (b) The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or
hold harmless. 
  

	18.4	No Rights as a Shareholder 

 Unless otherwise provided by the Committee or in the instrument evidencing
the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall entitle the Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of
the shares that are the subject of such Award. 
  

	18.5	Compliance with Laws and Regulations 

 (a) In interpreting and applying the provisions of the Plan, any
Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code. 

(b) The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether
pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation
Section 1.409A-1(b)(5), or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan shall comply with the deferral, payout and
other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and
administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and
benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean
the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee,” within the meaning of Section 409A, then to the extent
necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately
following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in
the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from


  
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service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion,
reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Committee
makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan. 

(c) Also notwithstanding any other provision of the Plan to the contrary, the Board or the Compensation Committee shall have broad authority to amend the Plan
or any outstanding Award without the consent of the Participant to the extent the Board or the Compensation Committee deems necessary or advisable to comply with, or take into account, changes in applicable tax laws, securities laws, accounting
rules or other applicable laws, rules or regulations. 
  

	18.6	Participants in Other Countries or Jurisdictions 

 Without amending the Plan, the Committee may grant
Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the
Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any
Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or
tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan. 
  

	18.7	No Trust or Fund 

 The Plan is intended to constitute an “unfunded” plan. Nothing contained
herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant
shall have any rights that are greater than those of a general unsecured creditor of the Company. 
  

	18.8	Successors 

 All obligations of the Company under the Plan with respect to Awards shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company. 

 

	18.9	Severability 

 If any provision of the Plan or any Award is determined to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to


  
 -19- 








 
conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect. 
  

	18.10	Choice of Law and Venue 

 The Plan, all Awards granted thereunder and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law. Participants irrevocably consent to the
nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington. 
  

	18.11	Legal Requirements 

 The granting of Awards and the issuance of shares of Common Stock under the Plan are
subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 

SECTION 19. EFFECTIVE DATE 
 The Plan, as
amended and restated, shall become effective on the date of shareholder approval at the 2015 Annual Meeting of Shareholders (the “Effective Date”). If the shareholders of the Company do not approve the Plan within
12 months after the Board’s adoption of the Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. 

  
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 APPENDIX A 

DEFINITIONS 
 As used in the Plan, 

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges
or combines. 
 “Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share,
Performance Unit, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time. 

“Board” means the Board of Directors of the Company. 

“Cause,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement
between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor
violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be
conclusive and binding. 
 “Change of Control,” unless the Committee determines otherwise with respect to an Award at the time the
Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events: 

(a) an acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following
acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly
from the Company by the party exercising the conversion privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company,
(iv) any acquisition by a Founder Shareholder, provided that this clause (iv) shall terminate and be of no effect with respect to a Founder Shareholder at such time as such Founder Shareholder’s beneficial ownership of the Outstanding
Company Voting Securities is less than 25%, or (v) any acquisition by any Entity pursuant to a transaction that meets the conditions of clauses (i), (ii) and (iii) set forth in the definition of Company Transaction; 

(b) a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the


  
 A-1 








 
Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of those
individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further,
however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or 
 (c) the consummation
of a Company Transaction. 
 “Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of the
Company. 
 “Class B Common Stock” means the Class B Common Stock, par value $0.0001 per share, of the Company. 

“Class C Capital Stock” means the Class C Capital Stock, par value $0.0001 per share, of the Company. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Committee” has the meaning set forth in Section 3.1. 

“Common Stock” means Class A Common Stock and Class C Capital Stock, both of which may be issued under the Plan, or any security
into which such Common Stock may be changed as contemplated by the adjustment provisions of Section 15. Unless otherwise provided with respect to an Award, references to Common Stock in the Plan or an Award refer to the applicable class, or
classes, of securities for which the Award is granted to a Participant. 
 “Company” means Zillow Group, Inc., a Washington
corporation. 
 “Company Transaction,” unless the Committee determines otherwise with respect to an Award at the time the Award is
granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of: 

(a) a merger or consolidation of the Company with or into any other company; 

(b) a statutory share exchange pursuant to which all of the Company’s outstanding shares are acquired or a sale in one transaction or a series of
transactions undertaken with a common purpose of all of the Company’s outstanding voting securities; or 
 (c) a sale, lease, exchange or other
transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets, 

  
 A-2 








 
excluding, however, in each case, any such transaction pursuant to which 
 (i) the
Entities who are the beneficial owners of the Outstanding Company Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, at least 50% of the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the Successor Company in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Company Voting Securities; 

(ii) no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company)
will beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Successor Company entitled to vote generally in the election of directors, unless such ownership resulted solely
from ownership of securities of the Company prior to such transaction; and 
 (iii) individuals who were members of the Incumbent Board will
immediately after the consummation of such transaction constitute at least a majority of the members of the board of directors of the Successor Company. 

Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date
on which the last of such transactions is consummated. 
 “Compensation Committee” means the Compensation Committee of the Board.

 “Covered Employee” means a “covered employee” as that term is defined for purposes of Section 162(m)(3) of the
Code or any successor provision. 
 “Disability,” unless otherwise defined by the Committee for purposes of the Plan in the
instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that
has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful
activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be
conclusive and binding. 
 “Effective Date” has the meaning set forth in Section 19. 

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5. 

“Entity” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act). 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

  
 A-3 








 “Fair Market Value” means the closing price for the Common Stock on any given date during
regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish. 

“Founder Shareholder” means any holder of record of the Class B Common Stock, par value $0.0001 per share, of the Company as of
July 19, 2011. 
 “Grant Date” means the later of (a) the date on which the Committee completes the corporate action
authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not
defer the Grant Date. 
 “Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive
stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision. 
 “Incumbent
Board” has the meaning set forth in the definition of “Change of Control.” 
 “IPO Date” means the date of
the underwriting agreement between Zillow, Inc. and the underwriter(s) managing the initial public offering of the Class A Common Stock of Zillow, Inc., pursuant to which the Class A Common Stock was priced for the initial public offering
of Zillow, Inc. 
 “Nonqualified Stock Option” means an Option other than an Incentive Stock Option. 

“Option” means a right to purchase Common Stock granted under Section 7. 

“Option Expiration Date” means the last day of the maximum term of an Option. 

“Outstanding Company Voting Securities” has the meaning set forth in the definition of “Change of Control.” 

“Parent Company” means a company or other entity which as a result of a Company Transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries. 
 “Participant” means any Eligible Person to
whom an Award is granted. 
 “Performance Award” means an Award of Performance Shares or Performance Units granted under
Section 11. 
 “Performance Criteria” has the meaning set forth in Section 16.1. 

“Performance Share” means an Award of units denominated in shares of Common Stock granted under Section 11.1. 

“Performance Unit” means an Award of units denominated in cash or property other than shares of Common Stock granted under
Section 11.2. 

  
 A-4 








 “Plan” means the Amended and Restated Zillow Group, Inc. 2011 Incentive Plan, as amended
and restated from time to time (which previously was called the Zillow, Inc. Amended and Restated 2011 Incentive Plan, as amended). For purpose of Section 17.2, the Plan term is measured from the date of Board approval of the Plan, as currently
renamed. 
 “Prior Plan” has the meaning set forth in Section 4.1(d). 

“Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the
Company. 
 “Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of
which are subject to restrictions prescribed by the Committee. 
 “Restricted Stock Unit” means a Stock Unit subject to
restrictions prescribed by the Committee. 
 “Retirement,” unless otherwise defined in the instrument evidencing the Award or in a
written employment, services or other agreement between the Participant and the Company or a Related Company, means “retirement” as defined for purposes of the Plan by the Committee or the Company’s chief human resources officer or
other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code. 

“Section 409A” means Section 409A of the Code, including any regulations and other guidance issued thereunder by the Department
of the Treasury and/or the Internal Revenue Service. 
 “Securities Act” means the Securities Act of 1933, as amended from time to
time. 
 “Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the
excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price. 
 “Stock Award” means an
Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee. 

“Stock Unit,” including a Restricted Stock Unit, means an Award denominated in units of Common Stock granted under Section 10.

 “Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards
previously granted by an Acquired Entity. 
 “Successor Company” means the surviving company, the successor company or Parent
Company, as applicable, in connection with a Company Transaction. 
 “Termination of Service” means a termination of employment or
service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the
purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person 

  
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performing that function or, with respect to directors and executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s
employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be
deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a nonemployee
director, consultant, advisor, or independent contractor of the Company or a Related Company, or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the
Company or a Related Company, shall not be considered a Termination of Service. 
 “Vesting Commencement Date” means the Grant Date
or such other date selected by the Committee as the date from which an Award begins to vest. 

  
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 PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS 

SUMMARY PAGE 
  

							
	 Date of Board

Action
	  	Action	  	 Section/Effect

of Amendment
	  	 Date of Shareholder

Approval

	June 16, 2011	  	Initial Plan Adoption	  		  	June 16, 2011
				
	March 22, 2012	  	Share increase of 1,000,000 shares. Addition of Section 162(m) provisions and related performance criteria	  	 Section 4.1(a).
 Section 16 added (and the
sections following it renumbered; certain capitalized terms used in Section 16 added to Appendix A)
	  	June 1, 2012
				
	March 13, 2013	  	Share increase of 1,500,000 shares	  	Section 4.1(a) (effected by standalone amendment)	  	May 31, 2013
				
	April 17, 2015	  	Share increase by 1,500,000 shares (Section 4.1(a)); inclusion of ability to grant Class C capital stock; and general amendment and restatement	  	General amendment and restatement	  	June 11, 2015