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

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On March 5, 2013, the Audit Committee of the Board of Directors waived a technical violation of the first paragraph of section 5(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 for payments that the Corporation anticipates will be less than $120,000 annually. Dr. Elgamal was not involved in, and will recuse himself from, discussions and decisions related to the Corporation’s business relationship with Salesforce.com..