Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)
On May 28, 2009, Zix Corporation (the "Company") provided written notification to Mr. Ronald A. Woessner, the Company's Senior Vice President, General Counsel and Secretary, of the termination of his employment. Pursuant to and in accordance with Mr. Woessner's pre-existing Amended and Restated Severance Agreement, dated as of December 18, 2008, he is entitled to a 90-day paid leave of absence, following which his employment will terminate. Provided Mr. Woessner complies with his obligations under the Amended and Restated Severance Agreement (including, but not limited to, providing the Company with a release of claims), he will be entitled to receive a lump sum severance payment of $337,500, representing 18 months of his base salary, within 60 days after the conclusion of his leave of absence.

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