X0206 3 2015-02-13 0 0001478484 zulily, inc. ZU 0001564367 Larsen Tad K C/O ZULILY, INC. 2601 ELLIOTT AVENUE, SUITE 200 SEATTLE WA 98121 0 1 0 0 Vice President of Accounting Stock Option (Right to Buy) 42.04 2024-01-27 Class A Common Stock 28500 D Stock Option (Right to Buy) 18.62 2025-02-05 Class A Common Stock 40500 D Restricted Stock Units Class A Common Stock 20250 D Subject to the Reporting Person providing continuous service to the Issuer, the shares subject to this option shall vest and become exercisable at a rate of twenty-five percent of the total number of shares on the one-year anniversary of January 28, 2014 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date. Subject to the Reporting Person providing continuous service to the Issuer, the shares subject to this option shall vest as follows: 10% of the shares will vest on the 12 month anniversary of February 6, 2015 (the "Vesting Commencement Date"); 7.5% of the shares will vest on the 18 month anniversary of the Vesting Commencement Date; 7.5% of the shares will vest on the 24 month anniversary of the Vesting Commencement Date; 10% of the shares will vest on the 30 month anniversary of the Vesting Commencement Date; 10% of the shares will vest on the 36 month anniversary of the Vesting Commencement Date; 12.5% of the shares will vest on the 42 month anniversary of the Vesting Commencement Date; 12.5% of the shares will vest on the 48 month anniversary of the Vesting Commencement Date; 15% of the shares will vest on the 54 month anniversary of the Vesting Commencement Date; and 15% of the shares will vest on the 60 month anniversary of the Vesting Commencement Date. Subject to the Reporting Person providing continuous service to the Issuer, the restricted stock units (the "RSU") shall vest as follows: 10% of the RSU will vest on the 12 month anniversary of February 6, 2015 (the "Vesting Commencement Date"); 7.5% of the RSU will vest on the 18 month anniversary of the Vesting Commencement Date; 7.5% of the RSU will vest on the 24 month anniversary of the Vesting Commencement Date; 10% of the RSU will vest on the 30 month anniversary of the Vesting Commencement Date; 10% of the RSU will vest on the 36 month anniversary of the Vesting Commencement Date; 12.5% of the RSU will vest on the 42 month anniversary of the Vesting Commencement Date; 12.5% of the RSU will vest on the 48 month anniversary of the Vesting Commencement Date; 15% of the RSU will vest on the 54 month anniversary of the Vesting Commencement Date; and 15% of the RSU will vest on the 60 month anniversary of the Vesting Commencement Date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. /s/ Deirdre Runnette, Attorney-in-Fact 2015-02-23