AMENDED AND RESTATED
1996 EMPLOYEE STOCK PURCHASE PLAN
(AMENDED AND RESTATED AS OF JULY 1, 2000)
Section 1. PURPOSE
The purpose of the ZixIt Corporation 1996 Employee Stock Purchase Plan (hereinafter called the "Plan") is to
provide a method by which eligible employees of ZixIt Corporation ("ZixIt") and of its Eligible Subsidiaries (such
Eligible Subsidiaries, together with ZixIt are hereinafter called the "Company") may use voluntary, systematic
payroll deductions to purchase shares of the ZixIt Common Stock and thereby acquire an interest in the future of
the Company. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Code (as herein defined). Accordingly, the provisions of the Plan shall be construed in a
manner consistent with the requirements of that section of the Code. Any provision of the Plan that is inconsistent
with Section 423 (or successor provision) of the Code shall without further act or amendment by the Company
be reformed to comply with the provisions of Section 423.
Section 2. DEFINITIONS
"Board of Directors" shall mean the Board of Directors of ZixIt.
"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 at least two directors. Members of
the Committee shall be selected by the Board of Directors. To the extent necessary to comply with the
requirements of Rule 16b-3, the Committee shall consist of two or more Disinterested Directors. Also, if the
requirements of Section 162(m) of the Code are intended to be met, the Committee shall consist of two or more
"outside directors" within the meaning of Section 162(m) of the Code.
"Common Stock" shall mean the Common Stock of ZixIt, par value $.01 per share.
"Compensation" shall mean all wages, salaries, bonuses, commissions, fees for professional services, and other
amounts paid by ZixIt or an Eligible Subsidiary to