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. Disability . “Disability” shall mean any medically determinable physical or mental impairment that, in the
opinion of the Committee, based upon medical reports and other evidence satisfactory to the Committee, can
reasonably be expected to prevent the Optionee from performing substantially all of his or her customary duties
of employment (with or without reasonable accommodation) for a continuous period of not less than 12 months.
b. Resignation. “Resignation” shall mean the voluntary termination by the Optionee of his or her employment
relationship with the employing Subsidiary and, if applicable,