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          For purposes of this Agreement, “for cause” shall mean any of the following shall haveoccurred: (a) the conviction of Employee or a plea of *nolo contendere*, or the substantialequivalent to either of the foregoing, of or with respect to, any felony; (b) the intentional andcontinued failure by Employee to substantially perform Employee’s employment duties, suchintentional action involving willful and deliberate malfeasance or gross negligence in theperformance of Employee’s duties (other than any such failure resulting from Employee’s incapacitydue to physical or mental illness), after written demand for substantial performance is deliveredby the Company or employing Company Affiliate, as applicable, that specifically identifies themanner in which the Company or the employing Company Affiliate, as applicable, believes Employeehas not substantially performed Employee’s duties and that is not cured within five business daysafter the notice thereof to Employee; (c) the intentional engaging by Employee in misconduct thatis materially injurious to the Company or the employing Company Affiliate, as applicable; (d) thecommission of acts by Employee of moral turpitude that are injurious to the Company or employingCompany Affiliate, as applicable; (e) a breach by Employee of the “confidentiality and invention”agreement between the Employee and the Company or employing Company Affiliate, as applicable; (f) abreach by Employee of the provisions (typically paragraph 10) of the option agreement(s) betweenthe Company and Employee (relating to non-solicitation and non-competition); or (g) a breach byEmployee of the Company’s “Code of Conduct,” including the “Code of Ethics for Senior Officers,” ascurrently in effect or as amended from time-to-time. To terminate Employee’s employment other than“for cause,” the Company or the employing Company Affiliate, as applicable, shall give Employee awritten notice of termination setting forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of Employee’s employment. Such notice shall beeffective upon receipt.2. Mode of Payment; Acceptance. The Termination Without Cause Payment consisting of theEmployee’s base salary shall be paid in cash and in six monthly increments (less applicablewithholdings for taxes and other withholdings required by applicable law and any amounts owed byEmployee to Company or the employing Company Affiliate, as applicable) with payments commencing nolater than 60 days following such termination, subject to the Company’s receipt of a release in aform reasonably satisfactory to the Company relating to employment matters. The Company willprovide the form release to Employee within 5 days of the date of the event giving rise to thepayment. If the Company does not receive such release within this 60 day period, the Employeeshall forfeit the Termination Without Cause Payment and COBRA premium payments described in Section1. Alternatively, the Company may, in the Company’s sole discretion, make the payment bydepositing in the Employee’s stock brokerage account publicly registered shares of the Company’scommon stock valued at 104% of the Termination Without Cause Payment, using the closing price ofthe Company’s common stock on the business day of deposit. The Company’s obligation to pay theTermination Without Cause Payment shall not be mitigated or offset by virtue of Employee obtainingnew employment or failing to seek new employment, although the Company may offset against theTermination Without Cause Payment if Employee violates any post-employment covenants or legalobligations binding on the Employee. Acceptance by Employee of the Termination Without CausePayment shall constitute a release by Employee of the Company and all Company Affiliates and theirrespective shareholders, officers, employees, directors and other agents from all claims arisingout of, relating to, or in connection with Employee’s employment with, or separation fromemployment with, the Company or the employing Company Affiliate.
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3. Miscellaneous.     3.1 Dispute Resolution. Employee and the Company acknowledge that Employee has, ormay have, previously executed a Mutual Alternate Dispute Resolution Agreement with the Company or aCompany Affiliate. The provisions of such Mutual Alternate Dispute Resolution Agreement shallgovern any disputes arising under this Agreement.     3.2 Successors; Binding Agreement. This Agreement will be binding upon and inure tothe benefit of the parties hereto and any successors in interest to the Company. This Agreementand all rights of Employee hereunder shall inure to the benefit of and be enforceable by Employee’spersonal or legal representatives, executors, administrators, successors, heirs, distributes,devisees and legatees.     3.3. Entire Agreement; Modifications. This Agreement represents the entire agreementof the parties relating to the subject matter hereof. Only an instrument in writing executed byboth parties may amend this Agreement. No waiver by either party hereto of, or compliance with,any condition or provision of this Agreement to be performed by such other party shall be deemed awaiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequenttime.     3.4 Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.     3.5 Enforcement Fees. In the event of a dispute arising under this Agreement, unlessotherwise agreed by the parties in writing, each party shall pay its own costs and expenses inresolving the dispute.     3.6 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Texas (excluding its conflict of laws rules).     3.7 409A Compliance. This Agreement, as amended, is intended to be exempt from and/orcomply with the requirements (and not otherwise be subject to the interest and penalty taxes of)section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations andother guidance issued thereunder, and shall be interpreted in a manner consistent with that intent.Notwithstanding the foregoing, in the event there is a failure under this Agreement to comply withsection 409A of the Code, the Company shall have the discretion to accelerate any payment hereunderof “nonqualified deferred compensation” (within the meaning of section 409A of the Code), but onlyto the extent of the amount required to be included in income as a result of such failure.
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     IN WITNESS WHEREOF, the parties have executed this Agreement effective on the date and yearfirst above written.      **ZIX CORPORATION**