ZIXIT CORPORATION 2001 EMPLOYEE STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the ZixIt Corporation 2001 Employee 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, on its behalf and on behalf of its Subsidiaries (as hereinafter defined), and retain personnel of
high caliber through encouraging a sense of proprietorship by means of stock ownership.
SECTION 2. DEFINITIONS
"Board of Directors" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time-to-time.
"Committee" shall mean a committee of the Board of Directors comprised of at least two directors or the entire
Board of Directors, as the case may be. Members of the Committee shall be selected by the Board of Directors.
"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 pursuant to this 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.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean the closing sale price (or average of the quoted closing bid and asked prices if
there is no closing sale price reported) of the Common Stock on the date specified as reported by the Nasdaq
National Market, or by the principal national stock exchange on which the Common Stock is then listed. If there
is no reported price information for such date, the Fair Market Value will be determined by the reported price
information for Common Stock on the day nearest preceding such date.
"Non-employee Director" shall h