1999 DIRECTORS' STOCK OPTION PLAN
Section 1. Purpose
The purpose of the ZixIt Corporation 1999 Directors' Stock Option Plan (hereinafter called the "Plan") is to
advance the interests of ZixIt Corporation, a Texas corporation (hereinafter called the "Company"), by
strengthening the ability of the Company to attract, on its behalf, and retain External Directors (as defined below)
of high caliber through encouraging a sense of proprietorship by means of stock ownership.
Section 2. Definitions
"Adoption Date" shall mean January 28, 1999.
"Committee" shall mean the entire Board of Directors, or if the administration of the Plan has been delegated to a
committee of the Board, a committee selected by the Board and comprised of at least two directors. To the
extent necessary to comply with the requirements of Rule 16b-3, the Committee shall consist of two or more
"Common Stock" shall mean the Common Stock of the Company, par value $.01 per share.
"Date of Grant" shall mean the date on which an Option is granted under the Plan.
"Designated Beneficiary" shall mean the beneficiary designated by the Optionee, in a manner determined by the
Committee, to receive amounts due the Optionee in the event of the Optionee's death. In the absence of an
effective designation by the Optionee, Designated Beneficiary shall mean the Optionee's estate.
"Eligible Director" shall mean an External Director who has served on the Board at least 12 consecutive months
as of the Date of Grant.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"External Director" shall mean a member of the Board who is not an employee of the Company or a subsidiary.
"Fair Market Value" shall mean the closing sales price (or average of the quoted closing bid and asked prices if
there is no closing sales price reported) of the Common Stock on the date specified as reported by the
NASDAQ Stock Market, or by the principal national stock exchange on w