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EXHIBIT 4.1




ZIX CORPORATION 2003 NEW EMPLOYEE STOCK OPTION PLAN




SECTION 1. Purpose




     The purpose of the Zix Corporation 2003 New Employee Stock Option Plan
(hereinafter called the “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), personnel of high caliber through encouraging a sense of
proprietorship by means of stock ownership. The Plan, as written and as
administered by the Committee, is intended to comply with NASD Rule
4350(i)(1)(A)(iv), which provides that shareholder approval is not required for
issuer equity issuances to certain employees.




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
a majority of Independent Directors or a majority of the Company’s Independent
Directors, as the case may be.




     “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.




     “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.




     “Independent Director” shall have the meaning given such term in NASDAQ
Rule 4200(a)(14).




     “Nonqualified Stock Option” shall mean a stock option granted under
Section 6 that is not intended to be an incentive stock option.




     “Option” shall mean an option granted under the Plan.




     “Optionee” shall mean the person to whom an option is granted under the
Plan or who has obtained the right to exercise an option in accordance with the
provisions of the Plan.




     “Subsidiary” shall mean any now existing or hereafter organized or
acquired corporation or other entity of which fifty percent (50%) or more of
the issued and outstanding voting stock or other economic interest is owned or
controlled directly or indirectly by the Company or through one or more
Subsidiaries of the Company.





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SECTION 3. Administration




     The Plan shall be administered by the Committee. The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it shall
from time-to-time deem advisable, and to construe, interpret and administer the
terms and provisions of the Plan and the agreements thereunder. The
determinations and interpretations made by the Committee are final and
conclusive.




SECTION 4. Eligibility




     The following persons are eligible to receive options under the Plan:
employees (other than officers or directors) of the Company or a Subsidiary
that were not previously an employee or director of the Company or a
Subsidiary, or if previously such, have experienced a bona fide period of
non-employment with the Company and its Subsidiaries, in each case, if the
option grant is in connection with such person entering into employment with
the Company or a Subsidiary and is offered to them as an inducement for them to
enter into such employment.




SECTION 5. Maximum Amount Available for Options




     (a) The maximum number of shares of Common Stock in respect of which
Options may be made under the Plan shall be a total of 500,000 shares of Common
Stock. Options that expire, lapse or are cancelled or forfeited nonetheless
continue to count against the 500,000 share limit. Shares of Common Stock may
be made available from the authorized but unissued shares of the Company or
from shares reacquired by the Company, including shares purchased in the open
market. In the event that an Option is terminated unexercised as to any shares
of Common Stock covered thereby, such shares shall thereafter be again
available for award pursuant to the Plan.




     (b) In the event that the Committee shall determine that any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below fair market value, or
other similar corporate event affects the Common Stock such that an adjustment
is required in order to preserve the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall adjust appropriately
any or all of (1) the number and kind of shares which thereafter may be
optioned under the Plan and (2) the grant, exercise or conversion price and/or
number of shares with respect to the Options and/or, if deemed appropriate,
make provision for cash payment to an Optionee; provided, however, that the
number of shares subject to any Option shall always be a whole number.




SECTION 6. Stock Options




     (a) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the persons to whom Options shall be
granted, the number of shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option.




     (b) The Committee shall have the authority to grant Nonqualified Stock
Options only. Nonqualified Stock Options to purchase Common Stock may be
granted to such eligible participants as shall be determined by the Committee.




     (c) The Committee shall, in its discretion, establish the exercise price
at the time each Option is granted, which in the case of Nonqualified Stock
Options, shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant.





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     (d) Exercise




     (1) Each Option shall be exercisable at such times and subject to
such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable grant or thereafter; provided, however, that in
no event may any Option granted hereunder be exercisable after the
expiration of ten years from the Date of Grant, unless otherwise
permitted by the Committee. The Committee may impose such conditions
with respect to the exercise of Options, including without limitation,
any relating to the application of federal or state securities laws, as
it may deem necessary or advisable.




     (2) No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the option price therefore is received by
the Company. Such payment may be made in cash, or its equivalent, or, if
and to the extent permitted by the Committee or under the terms of the
applicable agreement, by exchanging shares of Common Stock owned by the
Optionee (which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that the
combined value of all cash and cash equivalents and the Fair Market Value
of any such Common Stock so tendered to the Company, valued as of the
date of such tender, is at least equal to such option price.




     If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended, any
Option may be exercised by a broker-dealer acting on behalf of an
Optionee if (a) the broker-dealer has received from the Optionee
instructions signed by the Optionee requesting the Company to deliver the
shares of Common Stock subject to such Option to the broker-dealer on
behalf of the Optionee and specifying the account into which such shares
should be deposited, (b) adequate provision has been made with respect to
the payment of any withholding taxes due upon such exercise, and (c) the
broker-dealer and the Optionee have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.




     (3) The Company, in its sole discretion, may lend money to an
Optionee, guarantee a loan to an Optionee or otherwise assist an Optionee
to obtain the cash necessary to exercise all or any portion of an Option
granted under the Plan.




     (4) The Company shall not be required to issue any fractional shares
upon the exercise of any Options granted under this Plan. No Optionee
nor an Optionee’s legal representatives, legatees or distributees, as the
case may be, will be, or will be deemed to be, a holder of any shares
subject to an Option unless and until said Option has been exercised and
the purchase price of the shares in respect of which the Option has been
exercised has been paid. Unless otherwise provided in the agreement
applicable thereto, an Option shall not be exercisable except by the
Optionee or by a person who has obtained the Optionee’s rights under the
Option by will or under the laws of descent and distribution or pursuant
to a “qualified domestic relations order” as defined in the Code.




     (e) In no event shall any Option granted to any employee who is classified
as “non-exempt” under the Fair Labor Standards Act of 1938 be exercisable less
than six months after the Date of Grant, except in the case of death,
disability, retirement, a change in control or other circumstances permitted by
regulations under the Worker Economic Opportunity Act (“WEOA”). Grants to such
non-exempt employees shall not be based on pre-established performance
criteria, except as specifically permitted under the WEOA. Non-exempt
employees shall be notified of the terms of their Options in accordance with
the WEOA, and exercise of such Options must be voluntary.





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SECTION 7. General Provisions




     (a) The Company and its Subsidiaries shall have the right to deduct from
all amounts paid to an Optionee in cash (whether under the Plan or otherwise)
any taxes required by law to be withheld in respect of Option exercises under
the Plan. However, if permitted by the Committee or under the terms of the
applicable agreement, the Optionee may pay all or any portion of the taxes
required to be withheld by the Company or its Subsidiaries or paid by the
Optionee with respect to such Common Stock by electing to have the Company or
its Subsidiaries withhold shares of Common Stock, or by delivering previously
owned shares of Common Stock, having a Fair Market Value equal to the amount
required to be withheld or paid. The Optionee must make the foregoing election
on or before the date that the amount of tax to be withheld is determined. Any
such election is irrevocable and subject to disapproval by the Committee.




     (b) Each Option hereunder shall be evidenced in writing, delivered to the
Optionee, and shall specify the terms and conditions thereof and any rules
applicable thereto, including, but not limited to, the effect on such Option of
the death, retirement, disability or other termination of employment of the
Optionee and the effect thereon, if any, of a change in control of the Company.




     (c) Unless otherwise provided in the agreement applicable thereto, no
Option shall be assignable or transferable except by will or under the laws of
descent and distribution or pursuant to a “qualified domestic relations order”
as defined in the Code, and no right or interest of any Optionee shall be
subject to any lien, obligation or liability of the Optionee.




     (d) No person shall have any claim or right to be granted an Option.
Further, the Company and its Subsidiaries expressly reserve the right at any
time to terminate the employment of an Optionee free from any liability, or any
claim under the Plan. Neither the Plan nor any Option granted hereunder is
intended to confer upon any Optionee any rights with respect to continuance of
employment or other utilization of his or her services by the Company or by a
Subsidiary, nor to interfere in any way with his or her right or that of his or
her employer to terminate his or her employment or other services at any time.
The conditions to apply to the exercise of an Option in the event an Optionee
ceases to be employed by the Company or a Subsidiary for any reason shall be
determined by the Committee or specified in the written agreement evidencing
the Option.




     (e) Subject to the provisions of the applicable Option, no Optionee or
permitted assignee shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed under the Plan until he or she has
become the holder thereof.




     (f) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.




     (g) Restrictions on Issuance of Shares




     (1) The Company shall not be obligated to sell or issue any Shares
upon the exercise of any Option granted under the Plan unless: (i) the
shares pertaining to such Option have been registered under applicable
federal and state securities laws or are exempt from such registration;
(ii) the prior approval of such sale or issuance has been obtained from
any state regulatory body having jurisdiction; and (iii) in the event the
Common Stock has been listed on any exchange, the shares pertaining to
such Option have been duly listed on such exchange in accordance with the
procedure specified therefor. The Company shall be under no obligation to
effect or obtain any listing, registration, qualification, consent or
approval with respect to shares pertaining to any





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Option granted under the Plan. If the shares to be issued upon the
exercise of any Option granted under the Plan are intended to be issued
by the Company in reliance upon the exemptions from the registration
requirements of applicable federal and state securities laws, the
recipient of the Option, if so requested by the Company, shall furnish to
the Company such evidence and representations, including an opinion of
counsel, satisfactory to it, as the Company may reasonably request.




     (2) The Company shall not be liable for damages due to a delay in
the delivery or issuance of any stock certificates for any reason
whatsoever, including, but not limited to, a delay caused by listing,
registration or qualification of the shares of Common Stock pertaining to
any Option granted under the Plan upon any securities exchange or under
any federal or state law or the effecting or obtaining of any consent or
approval of any governmental body.




     (h) The Board of Directors or Committee may impose such other restrictions
on the ownership and transfer of shares issued pursuant to the Plan as it deems
desirable; any such restrictions shall be set forth in the applicable
agreement.




     (i) The Board of Directors may amend, abandon, suspend or terminate the
Plan or any portion thereof at any time in such respects as it may deem
advisable in its sole discretion, provided that no amendment shall be made
without stockholder approval if such stockholder approval is necessary to
comply with any tax or regulatory requirement or listing rules. The Plan has
not been submitted for stockholder approval.




     (j) To preserve an Optionee’s rights under an Option in the event of a
change in control of the Company or an Optionee’s separation from employment,
the Committee in its discretion may, at the time an Option is made or any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise of the Option, (ii)
provide for the purchase of the Option, upon the Optionee’s request, for an
amount of cash or other property that could have been received upon the
exercise or realization of the Option had the Option been currently exercisable
or payable, (iii) adjust the terms of the Option in a manner determined by the
Committee to reflect the change in control or to prevent the imposition of an
excise tax under section 280G(b) of the Code, (iv) cause the Option to be
assumed, or new rights substituted therefor, by another entity, or (v) make
such other provision as the Committee may consider equitable and in the best
interests of the Company.




     IN WITNESS WHEREOF, the Company has caused the Plan to be executed on its
behalf as of the 1st day of October 2003.




	 	 	 	 	 
	 	 	ZIX CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	Ronald A. Woessner
	 	 	 	 	

	 	 	
Title:
	 	SVP
	 	 	 	 	

	 	 	
Date:
	 	1/15/04
	 	 	 	 	









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