STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth on
the signature page attached hereto (the “Signature Page”) with respect to the stock options granted by Zix
Corporation, a Texas corporation (the “Company”), to the Optionee (“Optionee”) listed on the signature page
WHEREAS, the Company wishes to recognize the contributions of the Optionee to the Company and to
encourage the Optionee’s sense of proprietorship in the Company by owning the Common Stock, par value $.01
per share (the “Common Stock”), of the Company;
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the
Company hereby grants to the Optionee a non-qualified stock option (“Option”) to purchase up to the total
number of shares of the Common Stock set forth on the Signature Page at the price per share (the “Option
Price”) as set forth on the Signature Page on the terms and conditions and subject to the restrictions as set forth in
this Agreement and the provisions of the applicable Zix Corporation stock option plan (which is incorporated
herein by reference) (the “Plan”), which is referenced on the Signature Page. All defined terms contained herein
shall have the meanings ascribed to them in the Plan, except as otherwise provided herein.
1. Definitions .
a. Affiliate . “Affiliate” shall have the meaning ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act in effect on the date of this Agreement.
b. Change in Control . A “Change in Control” of the Company shall have occurred if during the term of this
Agreement, any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal
person and as a result of such merger, consolidation or reorganization, the Company or its shareholders or
Affiliates immediately before such trans