1992 STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF AUGUST 2000)
The purpose of the ZixIt Corporation 1992 Stock Option Plan (hereinafter called the "Plan") is to advance the
interests of ZixIt Corporation (hereinafter called the "Company") by strengthening the ability of the Company to
attract and retain personnel of high caliber through encouraging a sense of proprietorship by means of stock
Certain options granted under this Plan are intended to qualify as "incentive stock options" pursuant to Section
422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), while certain other
options granted under this Plan will constitute nonqualified options.
As used in this Plan, and in any Option Agreement, as hereinafter defined, the following terms shall have the
following meanings, unless the context otherwise requires:
(a) "Common Stock" shall mean the common stock of the Company, par value $.01 per share, giving effect to
the 3 shares for 2 shares stock split on the record date of January 24, 1992 and the effective issuance date of
February 13, 1992.
(b) "Committee" shall mean a committee of the Board of Directors comprised of at least two directors. Members
of the Committee shall be selected by the Board of Directors. To the extent necessary to comply with the
requirements of Rule 16b-3, the Committee shall consist of two or more Non-employee Directors. Also, if the
requirements of Section 162(m) of the Code are intended to be met, the Committee shall consist of two or more
"outside directors" within the meaning of Section 162(m) of the Code.
(c) "Date of Grant" shall mean the date on which a stock option is granted pursuant to this Plan.
(d) "Effective Date" shall mean the first business day following the date of the 1993 annual meeting of the
shareholders of the Company.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(f) "Fair Market Value" shall me