ZIX CORPORATION 2003 NEW EMPLOYEE STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Zix Corporation 2003 New Employee Stock Option Plan (hereinafter called the "Plan") is to
advance the interests of Zix Corporation (hereinafter called the "Company") by strengthening the ability of the
Company to attract, on its behalf and on behalf of its Subsidiaries (as hereinafter defined), personnel of high
caliber through encouraging a sense of proprietorship by means of stock ownership. The Plan, as written and as
administered by the Committee, is intended to comply with NASD Rule 4350(i)(1)(A)(iv), which provides that
shareholder approval is not required for issuer equity issuances to certain employees.
SECTION 2. DEFINITIONS
"Board of Directors" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time-to-time.
"Committee" shall mean a committee of the Board of Directors comprised of a majority of Independent Directors
or a majority of the Company's Independent Directors, as the case may be.
"Common Stock" shall mean the Common Stock of the Company, par value $.01 per share.
"Date of Grant" shall mean the date on which an Option is granted pursuant to this Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean the closing sale price (or average of the quoted closing bid and asked prices if
there is no closing sale price reported) of the Common Stock on the date specified as reported by the Nasdaq
National Market, or by the principal national stock exchange on which the Common Stock is then listed. If there
is no reported price information for such date, the Fair Market Value will be determined by the reported price
information for Common Stock on the day nearest preceding such date.
"Independent Director" shall have the meaning given such term in NASDAQ Rule 4200(a)(14).
"Nonqualified Stock Option" shall mean a stock option granted under