STOCK OPTION AGREEMENT
(CEO & Direct Reports)
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. Acceleration Event . An “Acceleration Event” shall mean the occurrence of an event described in clause
(A) or (B), as follows: (A) the employment of the Optionee is terminated by the Company without “cause,” as
such term is defined in any employment agreement, employment offer letter, severance agreement, or other similar
agreement between the Optionee and the Company (regardless of whether such agreement exists on the date of
this Agreement or is entered into hereafter), and (B) the occurrence of a Change in Control.
b. Acquiring Person . An “Acquiring Person” shall mean any pe