THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of December 1,
2003 by and between Zix Corporation, a Texas corporation (the "Company"), and Dan S. Nutkis ("Employee").
A. The Company desires to provide for the continuing employment by Employee with the Company.
B. Employee is willing to continue to serve the Company on the terms and conditions provided in this Agreement.
C. The Company and the Employee are parties to that certain Severance Agreement, dated as of July 1, 2003,
between the Company and the Employee (the "Severance Agreement"), which is intended to remain in effect
following the execution of this Agreement.
THEREFORE, in consideration of the covenants and agreements contained in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement agree as follows:
1. Employment. The Company shall employ Employee, and Employee accepts such employment, on the terms
and conditions set forth in this Agreement.
2. Term. Subject to Section 8 and the other terms and conditions in this Agreement, the employment of
Employee by the Company as provided in
Section 1 will be for a term commencing December 1, 2003 and expiring the close of business on December 31,
3. Position and Duties. Employee shall serve as Vice President, Strategy and Healthcare Services or in such other
executive officer positions of the Company with such duties as may be assigned to him from time-to-time by the
Company's President and Chief Executive Officer; provided, however, Employee shall not be assigned any duty
or position which will necessitate a change in the location of his home (presently in Dallas, Texas). Employee shall
devote substantially all his working time and efforts to the business and affairs of the Company.
Base. As compensation f