ZIX CORPORATION 2001 STOCK OPTION PLAN
(Amended and Restated as of August 1, 2002)
Section 1. Purpose
The purpose of the Zix Corporation 2001 Stock Option Plan (hereinafter called the "2001 Plan") is to advance
the interests of Zix 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.
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 (S)162(m) of the Code are intended to be met, the
Committee shall consist of two or more "outside directors" within the meaning of (S)162(m) of the Code.
"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 2001 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 specifie