0000950134-09-004380 Sample Contracts

ZIX CORPORATION STOCK OPTION AGREEMENT (CEO & Direct Reports)
Stock Option Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

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 hereto.

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FORM OF AMENDED AND RESTATED SEPARATION PAY AGREEMENT
Separation Pay Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEPARATION PAY AGREEMENT (this “Agreement”), entered into as of , is made and entered into between Zix Corporation, a Texas corporation (the “Company”), and (“Employee”) and amends, restates, and supersedes that certain separation pay agreement between the parties, dated .

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), dated December 18, 2008 is entered into between Zix Corporation, a Texas corporation, with its principal executive offices in Dallas, Texas (the “Company”), and Ronald A. Woessner, an individual currently residing in Plano, Texas, who is currently employed as Senior Vice President and General Counsel of the Company (“Employee”) and hereby amends and restates that certain severance agreement, dated February 25, 2002 between the parties.

FORM OF AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), dated , is made and entered into between Zix Corporation, a Texas corporation (the “Company”), and (“Employee”) and restates, amends, and supersedes that certain severance agreement between the parties, dated .

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), entered into as of December 18, 2008, is made and entered into between Zix Corporation, a Texas corporation (the “Company”), and Richard D. Spurr (“Employee”) and hereby amends and restates that certain severance agreement, dated December 10, 2007 between the parties.

AMENDED AND RESTATED SEPARATION PAY AGREEMENT
Separation Pay Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEPARATION PAY AGREEMENT (this “Agreement”), dated December 18, 2008, is between Zix Corporation, a Texas corporation (the “Company”), and Susan K. Conner (“Employee”) and hereby amends and restates that certain Separation Pay Agreement, dated November 4, 2008, and effective as of October 16, 2008 between the parties.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • March 4th, 2009 • Zix Corp • Services-computer processing & data preparation • Texas

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), entered into as of December 18, 2008, is made and entered into between Zix Corporation, a Texas corporation (the “Company”), and David J. Robertson (“Employee”), and restates, amends, and supersedes that certain severance agreement between the parties dated February 1, 2003.

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