1. Governing Framework

Zumiez Inc. is a Washington Corporation. The Company was incorporated in 1978, opened its first store in 1978 and became a publicly traded company in 2005. The Company's common stock is listed on the Nasdaq Global Select Market, under the symbol ZUMZ.

The Company's charter documents include its Amended and Restated Articles of Incorporation and its Amended and Restated Bylaws, each as may in the future be amended. The Company's Board of Directors (the "Board") has adopted our Code of Conduct and Ethics and various other Company policies, which are subject to amendment but which set forth other governance matters as applicable to the Company and its personnel. The Company is also subject to applicable laws of the United States of America and the various states, as well as certain local and foreign jurisdictions in certain cases. Additionally, the Company must comply with rules and regulations of various government and quasi-government agencies such as the Securities Exchange Commission and Nasdaq.

Pursuant to the Company's charter documents, and subject to applicable laws including those relating to actions that must be approved by the shareholders, the Company's Board is charged with managing the business and affairs of the Company and exercising all the Company powers either itself or under its direction. With certain exceptions, such committees authorized by the Board may have all the authority of the Board to the extent that the Board so delegates it. In accordance with its power to delegate authority, the Company's Board has created certain committees described below, the general powers of which are set forth in Board-approved charter documents or applicable Board resolutions.

The Company's officers serve at the pleasure of the Board and are subject to the direction of, and policy and other decisions of, the Board. Officers are authorized and directed to perform certain activities by resolution of the Board, and otherwise possess and are expected to exercise power consistent with the generally accepted authority of their respective position.

2. Board Structure and Composition

Our Board currently consists of seven members. Currently, the Board has determined, under consultation with Counsel to the Company, that Mr. DeMattei, Mr. Hyde, Mr. Weber Mr. Barnum and Mr. Ryles qualify as an independent director under the rules of The Nasdaq Stock Market. We are in compliance with all applicable rules of the SEC and The Nasdaq Stock Market with respect to the independence of our directors.

Our Board is divided into three classes of directors, each serving staggered three-year terms as follows:

• Class I consisting of Mr. Barnum and Mr. Ryles, whose initial terms expire at the annual meeting of shareholders to be held in 2010; and

• Class II consisting of Mr. Campion and Mr. DeMattei, whose initial terms expire at the annual meeting of shareholders to be held in 2011; and

• Class III consisting of Mr. Brooks, Mr. Hyde and Mr. Weber, whose initial terms expire at the annual meeting of shareholders to be held in 2012.

3. Board Activities

The Board meets as it deems necessary at both regular and special meetings. Regular meetings are held four times each year. Special meetings are held as circumstances require. Certain agenda items are established in advance and discussed at particular meetings during each year; other agenda items are determined as meetings near, and members of the Board are also able to raise additional items during the meetings themselves. The Board reviews the Company's long-term strategic plans and the principal issues that the Company faces, and consults with the Company's officers both at meetings and at other times in order to remain abreast of the Company business and other activities and give guidance as appropriate.

As required under Nasdaq listing standards, the Company's independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Person interested in communicating to the Board their concerns or issues may address correspondence to the Secretary of the Company at 6300 Merrill Creek Parkway, Suite B, Everett, WA 98203. If no particular director is named, letters will be forwarded, depending on the subject matter, to the Chair of the Audit, Compensation or Governance and Nominating Committee.

4. Board Committees

Audit Committee.

As more fully described in it charter, our audit committee has responsibility for, among other things:

• the sole authority to appoint, determine the funding for, and oversee the independent registered public accounting firm;

• assisting our board in monitoring the integrity of our financial statements and other SEC filings;

• discussing with our management and our independent registered public accounting firm significant financial reporting issues and judgments and any major issues as to the adequacy of our internal controls;

• reviewing our annual and quarterly financial statements prior to their filing with the SEC and prior to the release of our results of operations;

• reviewing the independence, performance and qualifications of our independent registered public accounting firm and presenting its conclusions to our board and approving, subject to permitted exceptions, any non-audit services proposed to be performed by the independent registered public accounting firm;

• oversight of the performance of the Company's internal audit function; and

• reviews its charter at least annually for appropriate revisions.

As part of fulfilling its responsibilities, the audit committee reviewed and discussed the audited consolidated financial statements for fiscal 2008 with management and Moss Adams LLP and discussed those matters required by Statement on Auditing Standards No. 61, "Communication with Audit Committees," as amended, and SEC Regulation S-X, Rule 2-07, with Moss Adams LLP. The audit committee received the written disclosures and the letter from Moss Adams LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Moss Adams LLP's communications with the audit committee concerning independence, and has discussed with Moss Adams LLP its independence.

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate.

Governance and Nominating Committee.

As more fully described in its charter, the governance and nominating committee, has the responsibility for, among other things:

• recommending persons to be selected by the board as nominees for election as directors and as chief executive officer;

• assessing our directors' and our board's performance;

• makes recommendations to the board regarding membership and chairs of the board's committees;

• recommending director compensation and benefits policies;

• reviews its charter at least annually for appropriate revisions;

• considering and recommending to the board other actions relating to corporate governance.

Compensation Committee.

Our compensation committee has responsibility for, among other things:

• establishing the Company's philosophy, policies, and strategy relative to executive compensation, including the mix of base salary, short-term and long-term incentive and equity based compensation within the context of the stated policies and philosophy including management development and succession planning practices and strategies;

• reviewing corporate goals and objectives relevant to compensation of our Chief Executive Officer and other senior executives including review and approval of performance measures and targets for all executive officers participating in the annual executive incentive bonus plan and certify achievement of performance goals after the annual measurement period to permit bonus payouts under the plan;

• determining and approving our Chief Executive Officer's compensation and making recommendations to the board with respect to compensation of other executive employees, including any special discretionary compensation and benefits;

• administering our incentive compensation plans and equity based plans and making recommendations to the board with respect to those plans;

• making recommendations to our board with respect to the compensation of directors;

• the sole authority to appoint, determine the funding for, and oversee the independent compensation consultant; and

• reviews its charter at least annually for appropriate revisions.

5. Director Compensation

As consideration for service on the Board, each non-employee director is reimbursed for reasonable out-of-pocket expenses in connection with such director's travel to and attendance at Board and committee meetings. In addition, non-employee directors receive a set fee for their attendance at Board and committee meetings. Each non-employee director of the Company also receives a restricted stock or stock option grant in the year elected as well as each year of service, which is subject to vesting provisions.

6. Code of Business Conduct and Ethics

Our Board has adopted a code of business conduct and ethics applicable to our directors, executive officers, including our chief financial officer and other of our senior financial officers, and employees, in accordance with applicable rules and regulations of the SEC and The Nasdaq Stock Market.

7. Shareholder Communications With the Board Of Directors

Zumiez has a process by which Shareholders may communicate directly with directors, including non-employee directors, by mailing such communication to the Board, in care of the Company's Secretary, at the Company's headquarters in Everett, Washington. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Shareholder-Board Communication" or "Shareholder-Director Communication." All such letters must identify the author as a shareholder and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. All such communications will be forwarded to the intended director(s) without editing or screening. If these foregoing procedures are modified, then updated procedures will be posted on the Company's corporate website.