Exhibit 10.1 Execution Version
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into effective as of June 1, 2004, by and between Zix Corporation, a Texas corporation (the
"Company"), and Daniel S. Nutkis ("Employee"), and amends and restates that certain Employment Agreement,
dated December 1, 2003.
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 be cancelled
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 as follows: Employee's employment with the
Company shall be on a "full time" basis for the period beginning June 1, 2004, and ending the later of (i)
November 30, 2004, or (ii) such later date as the parties may mutually agree. This period of employment is
referred to as the period of "full time" employment. Following this period of full time employment, Employee shall
be a part time employee of the Company for a period of an additional six months. This period of employment is
referred to as the period of "retainer employment." Following the period of retainer employm