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.
1
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). |
2
