Change in Control
(Ad-Hoc Arrangements)
EXHIBIT 10.15
ZIX CORPORATION
STOCK OPTION AGREEMENT
Date of Grant Expiration Date
February 24, 2004 February 23, 2014
THIS STOCK OPTION AGREEMENT (this "Option Agreement") is made and entered into as of the 24th day
of February 2004 by and between Zix Corporation, a Texas corporation (the "Company"), and Richard Spurr
("Optionee").
WHEREAS, the Company desires to employ Optionee as President and Chief Operating Officer of the
Company, and Optionee desires to be employed by the Company in such capacities pursuant to an Employment
Agreement, dated as of January 20th, 2004 (the "Employment Agreement");
WHEREAS, pursuant to the terms of the Employment Agreement, the Company has agreed to grant stock
options to Optionee to purchase 650,000 shares of the Common Stock, par value $.01 per share of the
Company (the "Common Stock");
NOW, THEREFORE, the parties intending to be legally bound, agree as follows:
1. OPTION GRANT. In consideration of the mutual agreements and covenants contained herein and in the
Employment Agreement, the Company hereby grants to the Optionee, on the terms and conditions and subject to
the restrictions as set forth in this Option Agreement, a non-qualified stock option ("Option"), to purchase
650,000 shares of Common Stock at a price per share (the "Option Price") equal to $10.80.
2. DEFINITIONS.
a. Acquiring Person. An "Acquiring Person" shall mean any person
(including any "person" as such term is used in Sections 13 (d) (3) or 14 (d)
(2) of the Exchange Act) that, together with all Affiliates and Associates of such person, is the beneficial owner of
35% or more of the outstanding Common Stock. The term "Acquiring Person" shall not include the Company,
any subsidiary of the Company, any employee benefit plan of the Company (or trust with respect thereto) or
subsidiary of the Company, or any person holding Common Stock of the Company for or pursuant to the terms
of any such plan. For the purposes of this Option