Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On June 1, 2021, the Board of Directors of Zix Corporation ("Zix" or the
"Company") appointed Shirley Devlin-Lebow to the position of Chief Accounting
Officer of Zix.
Ms. Devlin-Lebow, age 47, served as Vice President of Accounting at RealPage,
Inc. from September 2018 through May 2021. Prior to joining RealPage, she served
as Director of Financial Reporting and Technical Accounting at Forterra, Inc.
from March 2015 to July 2018 and as Director of Technical Accounting at
Weatherford International, plc from February 2014 to March 2015.
Ms. Devlin-Lebow holds a Bachelor of Business Administration in Accounting and a
Master of Science in Accounting from Texas A&M University. She is also a
certified public accountant in the State of Texas.
Ms. Devlin-Lebow's annual base salary will be $220,000 and her annual incentive
bonus target under Zix's 2021 Variable Compensation Plan will be $55,000. In
addition, Ms. Devlin-Lebow will be granted 25,000 restricted shares of Company
Common Stock. The restricted shares will vest in equal annual increments over
four years, subject to Ms. Devlin-Lebow's continued employment through the
applicable vesting dates.
In connection with Ms. Devlin-Lebow's appointment, Zix and Ms. Devlin-Lebow
entered into an Indemnity Agreement, effective as of June 1, 2021 (the
"Indemnity Agreement"). Under the Indemnity Agreement, which is based on the
form entered into by Zix with its other officers, Ms. Devlin-Lebow is entitled,
to the fullest extent permitted by applicable law, to be indemnified by, and to
receive advancement of certain expenses from, Zix in connection with certain
claims and causes of action that could be asserted against her as a result of
her status as an officer of Zix.
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