Common use of Grant Details Clause in Contracts

Grant Details. Pursuant to and subject to the Zix Corporation Amended and Restated 2012 Incentive Plan (the “Plan”) and this Agreement, the Company hereby grants to Grantee, effective on the grant date indicated below (“Grant Date”), the number of shares (“Shares”) of the Company’s common stock, par value $0.01 (“Stock”) indicated below: Grantee Number of Shares Grant Date Vesting Schedule The Shares are divided into three equal tranches, with one tranche allocated to each annual performance period (2016, 2017 and 2018). The Shares will vest pro rata over three years on the Grant Date anniversary, subject to the Company’s achievement of, for the tranche of Shares allocated to an annual performance period, the performance based vesting condition for that performance period. Performance‑based Vesting Conditions The vesting of the Shares in each tranche is conditioned on the written certification of the Compensation Committee of the Board (the “Committee”) of the Performance Goal (defined below) that was achieved for the annual performance period relevant for that tranche of Shares. Depending on the Performance Goal level that is achieved for the relevant performance period, either zero Shares will vest from the tranche allocated to that performance period or between 50% and 100% of the Shares will vest from the tranche allocated to that performance period. The Performance Goal achievement level and the number of Shares that vest will be calculated separately for each annual performance period. Performance Goal The performance goal for each annual performance period is the dollar amount of new first year orders established in the Company’s budget for that year as approved by its Board or such other performance metric as determined by the Board each year in determining the applicable performance metric (the “Performance Goal”). Vesting Levels The achievement or exceeding of the Performance Goal for a performance period will result in the vesting of 100% of the tranche of Shares allocated to that performance period. The achievement of 90% of the Performance Goal for a performance period (the “Minimum Performance Goal”) will result in the vesting of 50% of the tranche of Shares allocated to that performance period. Any level of achievement between 90% and 100% of the Performance Goal for a performance period will result in the vesting of a portion of the tranche of Shares allocated to that performance period determined by interpolation on a straight-line basis. For example, if the Company were to achieve 95% of the Performance Goal for a performance period, then 75% of the Shares allocated to that performance period would vest. Performance‑Based Forfeitures The tranche of Shares allocated to each annual performance period will automatically terminate and be forfeited if the Company’s Performance Goal in that Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for that performance period.

Grant Details. Pursuant to and subject to the Zix Corporation Amended and Restated 2012 Incentive Plan (the “Plan”) and this Agreement, the Company hereby grants to Grantee, effective on the grant date indicated below (“Grant Date”), the number of shares (“Shares”) of the Company’s common stock, par value $0.01 (“Stock”) indicated below: Grantee ▇▇▇▇ ▇▇▇▇▇▇▇ Target Number of Shares 12,500 (the “Target Shares”), which number shall be subject to upward or downward adjustment as described under “Vesting Levels” below. Grant Date November 11, 2020 Vesting Schedule The Shares are divided into three equal tranches, with one tranche allocated to each the calendar year 2021 annual performance period (2016, 2017 and 2018the “Annual Performance Period”). The Shares will vest pro rata over three years on the Grant Date anniversary, subject to and in accordance with the Company’s achievement of, for the tranche of Shares allocated to an annual performance periodShares, the performance performance-based vesting condition for that performance periodthe Annual Performance Period. Performance‑based Vesting Conditions The vesting of the Shares in each tranche is conditioned on the written certification of the Compensation Committee of the Board (the “Committee”) of the Performance Goal (defined below) that was achieved for the annual performance period relevant for that tranche of SharesAnnual Performance Period. Depending The Shares will vest from the Shares allocated to the Annual Performance Period depending on the Performance Goal level that is achieved for the relevant performance periodAnnual Performance Period, either which may mean zero Shares will vest from the tranche shares or other amounts allocated to that performance period or between 50% and 100% of the Shares will vest from the tranche allocated to that performance period. The Annual Performance Goal achievement level and the number of Shares that vest will be calculated separately for each annual performance periodPeriod. Performance Goal The performance goal for each annual performance period is the dollar amount of new first year orders established in the Company’s budget for that year as approved by its Board or such other performance metric Annual Performance Period, as determined by the Board each year in determining Board, is Annual Recurring Revenue attributable to the applicable performance metric cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period (the “Performance Goal”). Vesting Levels The achievement or exceeding Achievement of the Performance Goal greater than or equal to $9.3M (the “Minimum Performance Goal”) but less than $10.1M for a performance period the Annual Performance Period will result in the vesting of 50% of the Target Shares; or Achievement of the Performance Goal greater than or equal to $10.1M but less than $10.9M for the Annual Performance Period will result in the vesting of 100% of the tranche of Shares allocated to that performance period. The achievement of 90% Target Shares; or Achievement of the Performance Goal greater than or equal to $10.9M but less than $11.7M for a performance period (the “Minimum Annual Performance Goal”) Period will result in the vesting of 50150% of the tranche of Shares allocated to that performance period. Any level of achievement between 90% and 100% Target Shares; or Achievement of the Performance Goal greater than or equal to $11.7M (the “Maximum Performance Goal”) for a performance period the Annual Performance Period will result in the vesting of a portion of the tranche of Shares allocated to that performance period determined by interpolation on a straight-line basis. For example, if the Company were to achieve 95200% of the Performance Goal for a performance periodTarget Shares. For the avoidance of doubt, then 75% only one of the Shares allocated to that performance period would vestfour vesting levels described above may be achieved during the Annual Performance Period. Performance‑Based Forfeitures The tranche of Shares allocated to each annual performance period the Annual Performance Period will automatically terminate and be forfeited if the Company’s Performance Goal in that the Annual Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for that performance period.the Annual Performance Period. Likewise, an appropriate number of Shares allocated to the Annual Performance Period will automatically terminate and be forfeited to the extent the Company’s Performance Goal for the Annual Performance Period does not equal or exceed the Maximum Performance Goal. The Shares being issued pursuant to this Agreement are being issued as an “inducement” grant pursuant to and in accordance with Nasdaq Listing Rule 5635(c). Consequently, the Shares being issued hereunder are not issued under the Zix Corporation 2018 Omnibus Incentive Plan (the “Plan”). However, the Plan shall nonetheless govern the Shares as if such Shares were issued pursuant to and subject to the Plan. Restricted Stock Agreement – Performance Grant – Non-Plan Awards Revised 11-11-20 54845121_2

Grant Details. Pursuant to and subject to the Zix Corporation Amended and Restated 2012 Incentive Plan (the “Plan”) and this Agreement, the Company hereby grants to Grantee, effective on the grant date indicated below (“Grant Date”), the number of shares (“Shares”) of the Company’s common stock, par value $0.01 (“Stock”) indicated below: Grantee ▇▇▇▇ ▇▇▇▇▇▇▇ Target Number of Shares 12,500 (the “Target Shares”), which number shall be subject to upward or downward adjustment as described under “Vesting Levels” below. Grant Date November 11, 2020 Vesting Schedule The Shares are divided into three equal tranches, with one tranche allocated to each the calendar year 2022 annual performance period (2016, 2017 and 2018the “Annual Performance Period”). The Shares will vest pro rata over three years on the Grant Date anniversary, subject to and in accordance with the Company’s achievement of, for the tranche of Shares allocated to an annual performance periodShares, the performance performance-based vesting condition for that performance periodthe Annual Performance Period. Performance‑based Vesting Conditions The vesting of the Shares in each tranche is conditioned on the written certification of the Compensation Committee of the Board (the “Committee”) of the Performance Goal (defined below) that was achieved for the annual performance period relevant for that tranche of SharesAnnual Performance Period. Depending The Shares will vest from the Shares allocated to the Annual Performance Period depending on the Performance Goal level that is achieved for the relevant performance periodAnnual Performance Period, either which may mean zero Shares will vest from the tranche shares or other amounts allocated to that performance period or between 50% and 100% of the Shares will vest from the tranche allocated to that performance period. The Annual Performance Goal achievement level and the number of Shares that vest will be calculated separately for each annual performance periodPeriod. Performance Goal The performance goal for each annual performance period is the dollar amount of new first year orders established in the Company’s budget for that year as approved by its Board or such other performance metric Annual Performance Period, as determined by the Board each year in determining Board, is Annual Recurring Revenue attributable to the applicable performance metric cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period (the “Performance Goal”). Vesting Levels The achievement or exceeding Achievement of the Performance Goal greater than or equal to $10.6M (the “Minimum Performance Goal”) but less than $13.0M for a performance period the Annual Performance Period will result in the vesting of 50% of the Target Shares; or Achievement of the Performance Goal greater than or equal to $13.0M but less than $15.4M for the Annual Performance Period will result in the vesting of 100% of the tranche of Shares allocated to that performance period. The achievement of 90% Target Shares; or Achievement of the Performance Goal greater than or equal to $15.4M but less than $17.7M for a performance period (the “Minimum Annual Performance Goal”) Period will result in the vesting of 50150% of the tranche of Shares allocated to that performance period. Any level of achievement between 90% and 100% Target Shares; or Achievement of the Performance Goal greater than or equal to $17.7M (the “Maximum Performance Goal”) for a performance period the Annual Performance Period will result in the vesting of a portion of the tranche of Shares allocated to that performance period determined by interpolation on a straight-line basis. For example, if the Company were to achieve 95200% of the Performance Goal for a performance periodTarget Shares. For the avoidance of doubt, then 75% only one of the Shares allocated to that performance period would vestfour vesting levels described above may be achieved during the Annual Performance Period. Performance‑Based Forfeitures The tranche of Shares allocated to each annual performance period the Annual Performance Period will automatically terminate and be forfeited if the Company’s Performance Goal in that the Annual Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for that performance period.the Annual Performance Period. Likewise, an appropriate number of Shares allocated to the Annual Performance Period will automatically terminate and be forfeited to the extent the Company’s Performance Goal for the Annual Performance Period does not equal or exceed the Maximum Performance Goal. The Shares being issued pursuant to this Agreement are being issued as an “inducement” grant pursuant to and in accordance with Nasdaq Listing Rule 5635(c). Consequently, the Shares being issued hereunder are not issued under the Zix Corporation 2018 Omnibus Incentive Plan (the “Plan”). However, the Plan shall nonetheless govern the Shares as if such Shares were issued pursuant to and subject to the Plan. Restricted Stock Agreement – Performance Grant – Non-Plan Awards Revised 11-11-20 54487604_3

Grant Details. Pursuant to and subject to the Zix Corporation Amended and Restated 2012 Incentive Plan (the “Plan”) and this AgreementAgreement , the Company hereby grants to Grantee, effective on the grant date indicated below (the “Grant Date”), the number of restricted stock units (“Units”) convertible into the same number of shares (“Shares”) of the Company’s common stock, par value $0.01 (“Stock”) indicated below: Grantee Number of Shares Units Grant Date Vesting Schedule The Shares Units are divided into three equal tranches, with one tranche allocated to each annual performance period (20162015, 2017 2016 and 20182017). The Shares units will vest pro rata over three years on the Grant Date anniversary, subject to the Company’s achievement of, for the tranche of Shares Units allocated to an annual performance period, the performance based vesting condition for that performance period. Performance‑based Vesting Conditions The vesting of the Shares Units in each tranche is conditioned on the written certification of the Compensation Committee of the Board (the “Committee”) of the Performance Goal (defined below) that was achieved for the annual performance period relevant for that tranche of SharesUnits. Depending on the Performance Goal level that is achieved for the relevant performance period, either zero Shares Units will vest from the tranche allocated to that performance period or between 50% and 100% of the Shares Units will vest from the tranche allocated to that performance period. The Performance Goal achievement level and the number of Shares Units that vest will be calculated separately for each annual performance period. Performance Goal The performance goal for each annual performance period is the dollar amount of new first year orders established in the Company’s budget for that year as approved by its Board or such other performance metric as determined by the Board each year in determining the applicable performance metric (the “Performance Goal”). Vesting Levels The achievement or exceeding of the Performance Goal for a performance period will result in the vesting of 100% of the tranche of Shares Units allocated to that performance period. The achievement of 90% of the Performance Goal for a performance period (the “Minimum Performance Goal”) will result in the vesting of 50% of the tranche of Shares Units allocated to that performance period. Any level of achievement between 90% and 100% of the Performance Goal for a performance period will result in the vesting of a portion of the tranche of Shares Units allocated to that performance period determined by interpolation on a straight-line basis. For example, if the Company were to achieve 95% of the Performance Goal for a performance period, then 75% of the Shares Units allocated to that performance period would vest. Performance‑Based Forfeitures The tranche of Shares Units allocated to each annual performance period will automatically terminate and be forfeited if the Company’s Performance Goal in that Performance Periodperformance period, as determined by the Committee, is less than the Minimum Performance Goal for that performance period.

Grant Details. Pursuant to and subject to the Zix Corporation Amended and Restated 2012 Incentive Company’s Israel Award Plan of November 5, 2020 (the “Plan”) and this Agreement, the Company hereby grants to Grantee, effective on the grant date indicated below (the “Grant Date”), the number of restricted stock units (“Units”) convertible into the same number of shares (“Shares”) of the Company’s common stock, par value $0.01 (“Stock”) indicated below: Grantee [Name] I. D Number of Shares Target Units [_______] (the “Target Units”), which number shall be subject to upward or downward adjustment as described under “Vesting Levels” below. Designation 102 Capital Gains Award Grant Date [Insert the desired effective date of the grant] Vesting Schedule The Shares Units are divided into three equal tranches, with one tranche allocated to each the calendar year [____] annual performance period (2016, 2017 and 2018the “Annual Performance Period”). The Shares Units will vest pro rata over three years on the Grant Date anniversary, subject to and in accordance with the Company’s achievement of, for of the tranche of Shares allocated to an annual performance period, the performance performance-based vesting condition for that performance periodthe Annual Performance Period set forth below. Performance‑based Performance based Vesting Conditions The vesting of the Shares in each tranche Units is conditioned on the written certification of the Compensation Committee of the Board (the “Committee”) of the Performance Goal (defined below) that was achieved for the annual performance period relevant for that tranche of SharesAnnual Performance Period. Depending The Units will vest based on the Performance Goal vesting level that is achieved for the relevant performance periodAnnual Performance Period, either which may mean zero Shares will vest from the tranche Units or other amounts allocated to that performance period or between 50% and 100% of the Shares will vest from the tranche allocated to that performance period. The Annual Performance Goal achievement level and the number of Shares that vest will be calculated separately for each annual performance periodPeriod. Performance Goal The performance goal for each annual performance period is the dollar amount of new first year orders established in the Company’s budget for that year as approved by its Board or such other performance metric Annual Performance Period, as determined by the Board each year in determining Board, is Annual Recurring Revenue attributable to the applicable performance metric cloud back-up business acquired from CloudAlly, Ltd., measured as of the end of the Annual Performance Period (the “Performance Goal”). Vesting Levels The achievement or exceeding Achievement of the Performance Goal greater than or equal to $9.3M (the “Minimum Performance Goal”) but less than $10.1M for a performance period the Annual Performance Period will result in the vesting of 50% of the Target Units; or Achievement of the Performance Goal greater than or equal to $10.1M but less than $10.9M for the Annual Performance Period will result in the vesting of 100% of the tranche of Shares allocated to that performance period. The achievement of 90% Target Units; or Achievement of the Performance Goal greater than or equal to $10.9M but less than $11.7M for a performance period (the “Minimum Annual Performance Goal”) Period will result in the vesting of 50150% of the tranche of Shares allocated to that performance period. Any level of achievement between 90% and 100% Target Units; or Achievement of the Performance Goal greater than or equal to $11.7M (the “Maximum Performance Goal”) for a performance period the Annual Performance Period will result in the vesting of a portion of the tranche of Shares allocated to that performance period determined by interpolation on a straight-line basis. For example, if the Company were to achieve 95200% of the Performance Goal for a performance periodTarget Units. For the avoidance of doubt, then 75% only one of the Shares allocated to that performance period would vestfour vesting levels described above may be achieved during the Annual Performance Period. Performance‑Based Forfeitures The tranche of Shares Units allocated to each annual performance period the Annual Performance Period will automatically terminate and be forfeited if the Company’s Performance Goal in that the Annual Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for that performance periodthe Annual Performance Period. Likewise, an appropriate number of Units allocated to the Annual Performance Period will automatically terminate and be forfeited to the extent the Company’s Performance Goal for the Annual Performance Period does not equal or exceed the Maximum Performance Goal.