Exhibit 10.1
 FORM OF
ZIX CORPORATION
OUTSIDE DIRECTOR
STOCK OPTION AGREEMENT
 Option Grant Details Company Optionee
 Common Stock
  1 Non-Qualified Stock Option Grant
 Plan
 2 Grant Details
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3 Term of Option
  3.1 Departure of Director Other Than for Cause
  3.2 Removal of Director for Cause
  4 Vesting of Option Shares
 Vested
Shares
 4.1 Accelerated Vesting
  5 Adjustment of Option
  5.1 Adjustment of Option for Certain Transactions
  2




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6 Modification of Option
  7 Who May Exercise Option
  8 Method of Exercise
 Broker
 Exercise Notice
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9 Restrictions on Exercise
  a)
    
    Company is not obligated to issue fractional Shares.b)
    
    Optionee cannot exercise this Option in order to purchase less
than 100 Option Shares unless the number of then Vested Shares is less than
100.c)
    
    Optionee cannot exercise this Option if exercise or the
delivery of Shares would violate any applicable law or any rule of any
securities exchange on which the Shares are then listed.d)
    
    Optionee cannot exercise this Option if exercise or the
delivery of shares would in the Companys sole discretion constitute a
violation of any Company rule or policy, including but not limited to block
trades, windows and black-out periods.
 10 Payment and Tax Withholding
  11 Shares Issued on Option Exercise
  12 No Rights as Shareholder
  4




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13 State and Federal Securities Regulation
  14 Continued Directorship Not Guaranteed
  15 No Liability of Option
  16 No Assignment
  5




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17 Notice
  18 Defined Terms
  Acquiring Person
 Affiliate Associate
 Cause
 Change in Control
 (i)
    
    The Company is merged, consolidated or reorganized into or with another
corporation or other legal person and as a result of such merger, consolidation or
reorganization, the Company or its shareholders or Affiliates immediately before
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such transaction beneficially own, immediately after or as a result of such
transaction, equity securities of the surviving or acquiring corporation or such
corporations parent corporation possessing less than fifty-one percent (51%) of the
voting power of the surviving or acquiring person or such persons parent
corporation; or
 (ii)
    
    The Company sells all or substantially all of its assets to any other
corporation or other legal person and as a result of such sale, the Company or its
shareholders or Affiliates immediately before such transaction beneficially own,
immediately after or as a result of such transaction, equity securities of the
surviving or acquiring corporation or such corporations parent corporation possessing
less than fifty-one percent (51%) of the voting power of the surviving or acquiring
person or such persons parent corporation (provided that this provision does not apply
to a registered public offering of securities of a subsidiary of the Company, which
offering is not part of a transaction otherwise a part of or related to a Change in
Control); or(iii)
    
    Any Acquiring Person has become the beneficial owner (as the term beneficial
owner is defined under Rule 13d-3 or any successor rule or regulation promulgated
under the Exchange Act) of securities which, when added to any securities already owned
by such person, would represent in the aggregate 35% or more of the then outstanding
securities of the Company which are entitled to vote to elect any class of directors;
or(iv)
    
    If, at any time, the Continuing Directors then serving on the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof; or(v)
    
    Any occurrence that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under
the Exchange Act.
 Continuing Director
 Option Shares
 Transfer
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19 Miscellaneous
 19.1 Governing Law
  19.2 Injunctive Relief
  19.3 Consent to Jurisdiction and Venue
  19.4 Entire Agreement
  19.5 Modifications in Writing
  19.6 No Deemed Waivers
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19.7 Blue-penciling
  19.8 Further Acts
  20 Option Issued Pursuant to Plan
  21 Electronic Signatures
  ZIX CORPORATIONDate: __________________
    By:Susan K. ConnerChief Financial Officer 9