Waiver of Zix's Code of Conduct and Code of Ethics

On March 5, 2013, the Audit Committee of the Board of Directors waived a technical violation of the first paragraph of section 6(h) (Conflicts of Interest: Business Interests) of the Code of Conduct and Code of Ethics involving independent director Taher Elgamal, who became employed as CTO ‑ Security for Salesforce.com in February 2013. A subsidiary of the Corporation purchases software and services from Salesforce.com. Dr. Elgamal was not involved in, and will recuse himself from, discussions and decisions related to the Corporation's business relationship with Salesforce.com.