Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On June 27, 2016, the Board of Directors (the Board) of Zix
Corporation (ZixCorp or the Company) appointed David E. Rockvam to the position of Chief Financial Officer (CFO), principal financial officer and principal accounting officer of ZixCorp. Michael English,
ZixCorps former CFO, will remain with ZixCorp through July 26, 2016 in order to assist with the transition of duties and responsibilities.
Mr. Rockvam, age 47, served as Senior Vice President of Brand and Corporate Communication of Entrust Datacard (together with its
subsidiaries, Entrust) from July 2015 until June 24, 2016. Prior to such appointment, he served, among other roles, as (i) Entrusts Senior Vice President of Product Marketing, Chief Marketing Officer, Chief Investor
Relations Officer and VP Corporate Development, (ii) Entrust Certificate Services Senior Vice President and General Manager and (iii) Chief Financial Officer of Asia Digital Media, Ltd., an Entrust joint venture, beginning in 1998.
Prior to joining Entrust, Mr. Rockvam held various finance and accounting positions at Nortel Networks from February 1995 through September 1998. Mr. Rockvam holds a masters degree in business administration from the University of
Texas at Dallas and is a graduate of Texas Tech University where he received an undergraduate degree in international trade and economics.
Mr. Rockvams annual base salary will be $265,000 and his annual incentive bonus target under ZixCorps 2016 Variable
Compensation Plan will be $92,750. In addition, Mr. Rockvam will be granted (i) 100,000 restricted shares and (ii) an award of stock options evidencing the right to acquire 100,000 shares of Company Common Stock at a strike price
equal to the closing price of such Common Stock on the date of grant. The restricted shares will vest in equal annual increments over four years from the date of grant. The stock options will be subject to ZixCorps customary time-based vesting
over four years. All of the restricted shares and stock options will be subject to Mr. Rockvams continued employment through the applicable vesting dates.
In connection with Mr. Rockvams appointment, ZixCorp entered into an Employment Termination Benefits Agreement (the
ETBA), effective as of June 27, 2016, with Mr. Rockvam. Under the ETBA, which is based on the form entered into by ZixCorp with its other executive officers, Mr. Rockvam will, upon termination of his employment other than
for cause or his resignation for good reason within 24 months of a change in control of ZixCorp, be entitled to receive 12 equal monthly cash payments in an aggregate amount equal to (i) his current base
salary plus (ii) his target cash bonus for the fiscal year during which the separation occurs plus (iii) any excess costs to continue his health, dental and other employee benefits under COBRA over the price Mr. Rockvam would have
paid for such benefits had he remained employed by ZixCorp during such 12-month payment period. In addition, if (a) Mr. Rockvam is terminated other than for cause without a change in control of ZixCorp,
(b) ZixCorp experiences a change in control and the acquiring entity does not assume all of ZixCorps outstanding equity awards, or (c) the acquiring entity assumes such awards but within two years Mr. Rockvam should
be terminated other than for cause or he should resign for good reason, in each case, (1) any outstanding stock options held by Mr. Rockvam would become immediately exercisable and (2) any time-based
restrictions or performance-based restrictions on other outstanding stock awards held by Mr. Rockvam would lapse and such awards would become fully vested, disregarding any time-based or performance-based vesting criteria.
Following Mr. Englishs assistance with his transition of responsibilities and his cessation of employment with ZixCorp,
Mr. English will be entitled to receive compensation and benefits under his executive termination benefits agreement resulting from the termination other than for cause (as described in the Companys Schedule 14A filed on
April 29, 2016).