Common use of Grant Details Clause in Contracts

Grant Details. Pursuant to 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 Xxxx Xxxxxxx 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 allocated to the calendar year 2021 annual performance period (the “Annual Performance Period”). The Shares will vest subject to and in accordance with the Company’s achievement of, for the Shares, the performance-based vesting condition for the Annual Performance Period. Performance‑based Vesting Conditions The vesting of the Shares 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. The Shares will vest from the Shares allocated to the Annual Performance Period depending on the Performance Goal level that is achieved for the Annual Performance Period, which may mean zero shares or other amounts allocated to the Annual Performance Period. Performance Goal The performance goal for the Annual Performance Period, as determined by the Board, is Annual Recurring Revenue attributable to the cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period (the “Performance Goal”). Vesting Levels Achievement of the Performance Goal greater than or equal to $9.3M (the “Minimum Performance Goal”) but less than $10.1M for 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 Target Shares; or Achievement of the Performance Goal greater than or equal to $10.9M but less than $11.7M for the Annual Performance Period will result in the vesting of 150% of the Target Shares; or Achievement of the Performance Goal greater than or equal to $11.7M (the “Maximum Performance Goal”) for the Annual Performance Period will result in the vesting of 200% of the Target Shares. For the avoidance of doubt, only one of the four vesting levels described above may be achieved during the Annual Performance Period. Performance‑Based Forfeitures The Shares allocated to the Annual Performance Period will automatically terminate and be forfeited if the Company’s Performance Goal in the Annual Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for 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 Xxxx Xxxxxxx 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 the calendar year 2021 each annual performance period (the “Annual Performance Period”2016, 2017 and 2018). 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 Sharestranche of Shares allocated to an annual performance period, the performance-performance based vesting condition for the Annual Performance Periodthat 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 Periodannual performance period relevant for that tranche of Shares. The Shares will vest from the Shares allocated to the Annual Performance Period depending Depending on the Performance Goal level that is achieved for the Annual Performance Periodrelevant performance period, which may mean either zero shares or other amounts Shares will vest from the tranche allocated to that performance period or between 50% and 100% of the Annual Shares will vest from the tranche allocated to that performance period. The Performance PeriodGoal 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 Annual Performance Period, 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, is Annual Recurring Revenue attributable to Board each year in determining the cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period applicable performance metric (the “Performance Goal”). Vesting Levels Achievement The achievement or exceeding of the Performance Goal greater than or equal for a performance period will result in the vesting of 100% of the tranche of Shares allocated to $9.3M that performance period. The achievement of 90% of the Performance Goal for a performance period (the “Minimum Performance Goal”) but less than $10.1M for the Annual Performance Period will result in the vesting of 50% of the Target Shares; or Achievement tranche of Shares allocated to that performance period. Any level of achievement between 90% and 100% of the Performance Goal greater than or equal to $10.1M but less than $10.9M for the Annual Performance Period a performance period will result in the vesting of 100% a portion of the Target Shares; or Achievement 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 greater than or equal to $10.9M but less than $11.7M for the Annual Performance Period will result in the vesting of 150a performance period, then 75% of the Target Shares; or Achievement of the Performance Goal greater than or equal Shares allocated to $11.7M (the “Maximum Performance Goal”) for the Annual Performance Period will result in the vesting of 200% of the Target Shares. For the avoidance of doubt, only one of the four vesting levels described above may be achieved during the Annual Performance Periodthat performance period would vest. Performance‑Based Forfeitures The tranche of Shares allocated to the Annual Performance Period each annual performance period will automatically terminate and be forfeited if the Company’s Performance Goal in the Annual that Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for 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_2that performance period.

Grant Details. Pursuant to 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 Xxxx Xxxxxxx 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 allocated to the calendar year 2021 2022 annual performance period (the “Annual Performance Period”). The Shares will vest subject to and in accordance with the Company’s achievement of, for the Shares, the performance-based vesting condition for the Annual Performance Period. Performance‑based Vesting Conditions The vesting of the Shares 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. The Shares will vest from the Shares allocated to the Annual Performance Period depending on the Performance Goal level that is achieved for the Annual Performance Period, which may mean zero shares or other amounts allocated to the Annual Performance Period. Performance Goal The performance goal for the Annual Performance Period, as determined by the Board, is Annual Recurring Revenue attributable to the cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period (the “Performance Goal”). Vesting Levels Achievement of the Performance Goal greater than or equal to $9.310.6M (the “Minimum Performance Goal”) but less than $10.113.0M for 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 $10.113.0M but less than $10.915.4M for the Annual Performance Period will result in the vesting of 100% of the Target Shares; or Achievement of the Performance Goal greater than or equal to $10.915.4M but less than $11.717.7M for the Annual Performance Period will result in the vesting of 150% of the Target Shares; or Achievement of the Performance Goal greater than or equal to $11.717.7M (the “Maximum Performance Goal”) for the Annual Performance Period will result in the vesting of 200% of the Target Shares. For the avoidance of doubt, only one of the four vesting levels described above may be achieved during the Annual Performance Period. Performance‑Based Forfeitures The Shares allocated to the Annual Performance Period will automatically terminate and be forfeited if the Company’s Performance Goal in the Annual Performance Period, as determined by the Committee, is less than the Minimum Performance Goal for 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_254487604_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 Xxxx Xxxxxxx 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. Units Grant Date November 11, 2020 Vesting Schedule The Shares Units are divided into three equal tranches, with one tranche allocated to the calendar year 2021 each annual performance period (the “Annual Performance Period”2015, 2016 and 2017). 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 the Sharestranche of Units allocated to an annual performance period, the performance-performance based vesting condition for the Annual Performance Periodthat 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 Periodannual performance period relevant for that tranche of Units. The Shares will vest from the Shares allocated to the Annual Performance Period depending Depending on the Performance Goal level that is achieved for the Annual Performance Periodrelevant performance period, which may mean either zero shares or other amounts Units will vest from the tranche allocated to that performance period or between 50% and 100% of the Annual Units will vest from the tranche allocated to that performance period. The Performance PeriodGoal achievement level and the number of Units that vest will be calculated separately for each annual performance period. Performance Goal The performance goal for each annual performance period is the Annual Performance Period, 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, is Annual Recurring Revenue attributable to Board each year in determining the cloud back-up business acquired from CloudAlly, Ltd. measured as of the end of the Annual Performance Period applicable performance metric (the “Performance Goal”). Vesting Levels Achievement The achievement or exceeding of the Performance Goal greater than or equal for a performance period will result in the vesting of 100% of the tranche of Units allocated to $9.3M that performance period. The achievement of 90% of the Performance Goal for a performance period (the “Minimum Performance Goal”) but less than $10.1M for the Annual Performance Period will result in the vesting of 50% of the Target Shares; or Achievement tranche of Units allocated to that performance period. Any level of achievement between 90% and 100% of the Performance Goal greater than or equal to $10.1M but less than $10.9M for the Annual Performance Period a performance period will result in the vesting of 100% a portion of the Target Shares; or Achievement tranche of 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 greater than or equal to $10.9M but less than $11.7M for the Annual Performance Period will result in the vesting of 150a performance period, then 75% of the Target Shares; or Achievement of the Performance Goal greater than or equal Units allocated to $11.7M (the “Maximum Performance Goal”) for the Annual Performance Period will result in the vesting of 200% of the Target Shares. For the avoidance of doubt, only one of the four vesting levels described above may be achieved during the Annual Performance Periodthat performance period would vest. Performance‑Based Forfeitures The Shares tranche of Units allocated to the Annual Performance Period each annual performance period will automatically terminate and be forfeited if the Company’s Performance Goal in the Annual Performance Periodthat performance period, as determined by the Committee, is less than the Minimum Performance Goal for 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_2that performance period.