EMPLOYEE STOCK OPTION AGREEMENT
This Employee Stock Option Agreement (“ Option ”) is effective as of the Grant Date set forth in the Grant
Detail section of this Option (“ Grant Details ”) with respect to the stock option described in the Grant Details
that are granted by Zix Corporation, a Texas corporation (“ Company ”), to the person (“ Optionee ”) named in
the Grant Details.
The Company wishes to recognize Optionee’s contributions to the Company and to encourage Optionee’s
sense of proprietorship in the Company by providing Optionee with the opportunity to purchase shares of the
Company’s common stock, par value $.01 per share (“ Common Stock ”).
The Company and Optionee agree as follows:
1 Non-Qualified Stock Option Grant
The Company hereby grants to Optionee the option to purchase up to the number of shares of Common
Stock shown as the Quantity in the Grant Details. The Option exercise price is the amount per share shown as
the Exercise Price in the Grant Details. This Option is subject to the terms set forth in this Option and the terms of
the Stock Option Plan described in the Grant Details (the “ Plan ”). This Option is intended to be a nonqualified
stock option, and it is not to be characterized or treated as an incentive stock option, under applicable tax laws.
2 Grant Details
Stock Option Plan:
3 Term of Option
This Option automatically expires at 12:00 midnight on Expiration Date described in the Grant Details. This
Option may be terminated earlier by other provisions of the Plan or this Option.
3.1 Termination of Employment Other Than For “Cause”
a) This Option terminates 60 days after Optionee’s “Resignation.”
b) This Option terminates one year after Optionee ceases to be employed by the Company or any
Subsidiary due to death, “Disability,” “Retirement” or termi