ZIX CORPORATION 2004 DIRECTORS' STOCK OPTION PLAN
SECTION 1. Purpose
The purpose of the Zix Corporation 2004 Directors' Stock Option Plan (hereinafter called the "Plan") is to
advance the interests of Zix Corporation, a Texas corporation (hereinafter called the "Company"), by
strengthening the ability of the Company to attract, on its behalf, and retain Non-Employee Directors (as defined
below) of high caliber through encouraging a sense of proprietorship by means of stock ownership.
SECTION 2. Definitions
"Board" 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 the entire Board of Directors, or if the administration of the Plan has been delegated to a
committee of the Board, a committee selected by the Board and comprised of at least two directors. To the
extent necessary to comply with applicable rules and regulations, the Committee shall consist of two or more
"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 under the Plan.
"Designated Beneficiary" shall mean the beneficiary designated by the Optionee, in a manner determined by the
Committee, to receive amounts due the Optionee in the event of the Optionee's death. In the absence of an
effective designation by the Optionee, Designated Beneficiary shall mean the Optionee's estate.
"Fair Market Value" shall mean the closing sales price (or average of the quoted closing bid and asked prices if
there is no closing sales price reported) of the Common Stock on the date specified as reported by the Nasdaq
Stock 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.