exv10w1



 





Exhibit 10.1




ZIX CORPORATION 2006 DIRECTORS’ STOCK OPTION PLAN

(Amended and Restated as of June 7, 2007)




Section 1. Purpose




     The purpose of the Zix Corporation 2006 Directors’ Stock Option Plan (hereinafter
called the “Plan”) is to advance the interests of Zix Corporation, a Texas corporation
(hereinafter called the “Company”), by strengthening the ability of the Company to attract,
on its behalf, and retain Non-Employee Directors (as defined below) of high caliber through
encouraging a sense of proprietorship by means of stock ownership.



Section 2. Definitions




     “Board” 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 the entire Board of Directors, or if the administration of the
Plan has been delegated to a committee of the Board, a committee selected by the Board and
comprised of at least two directors. To the extent necessary to comply with applicable
rules and regulations, the Committee shall consist of two or more independent directors.



     “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 under the 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.



     “Fair Market Value” shall mean the closing sales price (or average of the quoted
closing bid and asked prices if there is no closing sales price reported) of the Common
Stock on the date specified as reported by the Nasdaq Stock 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.



     “Non-Employee Director” shall mean a member of the Board who is not an employee of the
Company or a subsidiary.



     “Option” shall mean a nonqualified option to purchase shares of the Company’s Common
Stock.



     “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.



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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 and binding on all persons.



Section 4. Eligibility




     All Non-Employee Directors shall be eligible to receive awards of Options under the
Plan.



Section 5. Maximum Amount Available for Awards




     Subject to the provisions of Section 9, the maximum number of shares of Common Stock in
respect of which Options may be granted under the Plan shall be 1,100,000 shares of Common
Stock. Shares of Common Stock may be made available from 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.



Section 6. Stock Options




     (a) During the term of the Plan, on the day that any Non-Employee Director is first
appointed or elected to the Board, such director shall be granted nonqualified Options to
purchase 25,000 shares of Common Stock. The Options shall vest quarterly and pro-rata over
one year from the date of grant. Also, on the first business day in January of each year
during the term of the Plan, each Non-Employee Director that has served on the Board for at
least six months as of the grant date shall be granted nonqualified Options to purchase a
number of shares of Common Stock equal to the greater of (i) one-half of one percent of the
number of the Company’s outstanding Common Stock shares (measured as of the immediately
preceding December 31) or (ii) 200,000 shares of Common Stock, divided by the greater of (A)
five or (B) the number of Non-Employee Directors that have served on the Board for at least
six months as of the Date of Grant; provided that, the number of shares of Common Stock
covered by any such January option grant shall not exceed 40,000 shares; and provided
further that, this 40,000 share limitation is exclusive of the option grants noted in
Section 6(b) below. The Options shall vest quarterly and pro-rata over three years from the
grant date. The exercise price of the 25,000 share option grants and of the January share
option grants shall be 100% of the Fair Market Value of the Common Stock on the Date of
Grant. The Options may not be exercised after the tenth anniversary of the Date of Grant.



     (b) The following grants to each Non-Employee Director that served on the Board for at
least six months as of January 1, 2006, are hereby made, effective the date of the Company’s
2006 Annual Meeting of Shareholders:




	 	•	 	A grant covering 38,838 shares, at an exercise price of the greater
or (i) $1.93 per share or (ii) the Fair Market Value of the Common Stock on the
Adoption Date (as defined below).




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	 	•	 	The Options granted pursuant to this Section 6(b) shall vest as
follows: 1/12 of the shares of Common Stock subject to each Option grant (i.e.,
3,327 shares) shall vest on the date the Plan is approved by the Company’s
shareholders, and the balance of the shares of Common Stock subject to each such
Option grant shall vest quarterly and pro-rata in 11 equal tranches, with the
first such option tranche vesting on July 3, 2006 and the last such option
tranche vesting on January 3, 2009.





     (c) During the term of the Plan, on the day that any Non-Employee Director is first
appointed to serve on the Board of Directors’ Audit Committee, Compensation Committee, or
the Nominating and Corporate Governance Committee, or their respective successors-in-interest, or on the day any Non-Employee Director is first appointed (or, if
later, the date the committee first becomes active) to serve on another eligible committee
of the Board, then such director shall be granted for annual service on each such committee,
nonqualified Options to purchase 5,000 shares of Common Stock, if serving as the chair of
the committee, or 3,000 shares of Common Stock, if serving as a member but not the chair of
the committee. The Options shall vest quarterly and pro-rata over three years from the date
of grant. The exercise price of these share option grants shall be 100% of the Fair Market
Value of the Common Stock on the Date of Grant. The Options may not be exercised after the
tenth anniversary of the Date of Grant. For example, if a board member is serving as the
chair of one of the aforementioned committees, and as a member of the two other
aforementioned committees, then the board member shall receive Options to purchase 11,000
shares of Common Stock. For these purposes, an “eligible” committee means a Board committee
that has been duly authorized by the Board of Directors, is actively conducting the business
for which it was formed, and is reasonably expected, as determined either at the time of the
creation of the committee or at the time it begins actively conducting the business for
which it was formed, to have a term of nine months or more.



     (d) Furthermore, effective the day of the Company’s 2007 Annual Meeting of
Shareholders, each Non-Employee Director that is serving on any of the Audit Committee, the
Compensation Committee, or the Nominating and Corporate Governance Committee of the Board of
Directors shall be granted for service on each such committee, nonqualified Options
to purchase 2,500 shares of Common Stock, if serving as the chair of the committee, or 1,500
shares of Common Stock, if serving as a member but not the chair of the committee. The
Options shall vest quarterly and pro-rata over three years from the date of grant. The
exercise price of these share option grants shall be 100% of the Fair Market Value of the
Common Stock on the Date of Grant. The Options may not be exercised after the tenth
anniversary of the Date of Grant. For example, if on the day of the Company’s 2007 Annual
Meeting of Shareholders, a board member is serving as the chair of one of the aforementioned
committees, and as a member of the other two aforementioned committees, then the board
member shall receive Options to purchase 5,500 shares of Common Stock.



     (e) Each Option hereunder shall be evidenced in writing, delivered to the Optionee, and
shall be exercisable at such times and subject to such terms and conditions as specified in
the applicable grant and agreement.



     (f) The Committee may impose such conditions with respect to the exercise of Options
(that are consistent with the foregoing principles), including without limitation, any
relating to the application of federal or state securities laws and any relating to the
exercisability of the Option following separation from service on the Board, as it may deem
necessary or advisable. For a director that separates from service in good standing and
that has served on the Company’s Board of Directors at least five years as of the date of
the separation from service, any options granted to such director, whether under the Plan or
any predecessor plan providing for option



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grants to the Company’s Board, and that are vested as of the separation from service
date, may be exercised through the last business day of December of the calendar year in
which the one year anniversary of the director’s separation from service occurs.



     (g) No shares shall be delivered pursuant to any exercise of an Option until cash
payment in full of the option price therefor is received by the Company. If the shares to be
purchased are covered by an effective registration statement under the Securities Act of
1933, any Option may be exercised by a broker-dealer acting on behalf of an Optionee if (i)
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, (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise, and (iii) 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. The Company shall have the right to deduct from all amounts paid to an
Optionee in cash (whether under the Plan or otherwise) any taxes the Company withholds in
respect of Options under the Plan.



     (h) The Company shall not be required to issue any fractional shares upon the exercise
of any Options granted under the Plan. No Optionee or such 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, and no right or interest of any
Optionee shall be subject to any lien, obligation or liability of the Optionee.



Section 7. Plan Amendments




     The Board 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 amendment is material or if
stockholder approval is necessary to comply with any tax or regulatory requirement.



Section 8. Restrictions on Issuance of Options and Option Shares




     The Company shall not be obligated to issue any shares upon the exercise of any Option
granted under the Plan unless: (a) the shares pertaining to such Option have been registered
under applicable securities laws or are exempt from such registration; (b) if required, the
prior approval of such sale or issuance has been obtained from any state regulatory body
having jurisdiction; and (c) 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 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.



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     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.



     The 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 agreement applicable thereto.



Section 9. Adjustment to Shares




     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 (a) the number and kind of shares that thereafter may be
optioned under the Plan, (b) the number and kind of shares subject of Options and (c) the
exercise price with respect to any of the foregoing and/or, if deemed appropriate, make
provision for cash payment to an Optionee or a person who has an outstanding Option;
provided, however, that the number of shares subject to any Option shall always be a whole
number.



Section 10. Effective Date; Term




     The Plan, including the option grants provided for in Sections 6(b) shall be subject to
the approval of the Company’s shareholders, and shall be null and void if not approved by
the Company’s shareholders. No Options may be granted under the Plan after the tenth year
anniversary of the Adoption Date as specified below.



     IN WITNESS WHEREOF, the Company has caused this Plan to be amended and restated and
executed on its behalf as of the 7th day of June 2007.



	 	 	 	 	 
	 	 	Zix Corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald A. Woessner
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	SVP
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Date:
	 	6/7/07
	 

	 	 	 	 






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