MIME 2018 Proxy Statement

employment is terminated by us without cause (as defined in the employment agreement) or Mr. Bauer terminates his employment with us for good reason (as defined in the employment agreement), he will be entitled to receive: (i) continued payment of his base salary for a period of six months, plus two weeks for every year of employment completed with the Company up to a maximum of 12 months (such period, the “Severance Period”) and (ii) if Mr. Bauer is participating in the Company’s group health plan immediately prior to the date of termination and elects COBRA health continuation, a monthly cash payment in an amount equal to the employer portion of his monthly health insurance premium until the earlier of the end of the Severance Period or the end of Mr. Bauer’s COBRA health continuation period. In lieu of the severance payments and benefits set forth in the preceding sentence, in the event Mr. Bauer’s employment is terminated by us without cause or he terminates his employment with us for good reason, in either case within 12 months following a change in control (as defined in the employment agreement), he is entitled to receive (i) an amount equal to (A) his current annual base salary plus (B) his target annual cash incentive compensation for the year of termination, (ii) if Mr. Bauer is participating in the Company’s group health plan immediately prior to the date of termination and elects COBRA health continuation, a monthly cash payment in an amount equal to the employer portion of his monthly health insurance premium until the earlier of 12 months following the date of termination and the expiration of his continuation coverage under COBRA, and (iii) accelerated vesting of all share options and other share-based awards held by Mr. Bauer as of the date of termination. Receipt of the severance payments and benefits described above is conditioned upon Mr. Bauer entering into an effective separation agreement, containing, among other provisions, a general release of claims against the Company and our affiliates, confidentiality, return of property and non-disparagement. In addition, pursuant to the terms of the employment agreement, upon a change in control, 50% of the unvested portion of all share options and other share-based awards held by Mr. Bauer shall immediately accelerate and vest. Mr. Bauer’s employment agreement also contains non-competition and non-solicitation provisions that apply during his employment and for one year thereafter. Peter Campbell Pursuant to the employment agreement with Mr. Campbell, he serves as our Chief Financial Officer on an at-will basis. Mr. Campbell currently receives a base salary of $360,800, which is subject to periodic review and adjustment. Mr. Campbell is also eligible for an annual performance bonus targeted at 60% of his base salary and to participate in the employee benefit plans generally available to employees, subject to the terms of those plans. The agreement further provides that if Mr. Campbell’s employment is terminated due to his death, he will be entitled to pro-rated portion of his bonus for the year of termination to the extent not already paid. If Mr. Campbell’s employment is terminated due to his disability, we are required to provide Mr. Campbell four months’ written notice during which time he will continue to earn his salary and bonus. In the event that Mr. Campbell’s employment is terminated by us for any reason other than cause (as defined in the employment agreement), death or disability, we are required to give Mr. Campbell (i) four months written notice or, in lieu thereof, continuation of his base salary and Company-paid medical and dental benefits for such period, (ii) a pro-rata bonus for the year of termination, and (iii) base salary continuation and continuation of Company-paid medical and dental benefits for six months following termination (which shall be inclusive of payments and benefits provided pursuant to clause (i) above). In the event that Mr. Campbell terminates his employment with us for any reason, he must provide us with 120 days’ notice, which we may waive provided that we continue to pay him his base salary for such period. In such event, he will also be entitled to a pro-rated bonus for the year of termination to the extent not already paid. In the event of a change in control (as defined in the employment agreement), 50% of the unvested portion of all time-based share options and other share-based awards held by Mr. Campbell shall immediately accelerate and vest. In addition, in the event that within one year following a change in control, Mr. Campbell’s employment is terminated by the Company without cause or Mr. Campbell terminates his employment for good reason (as defined in the employment agreement), subject to execution and effectiveness of a general release of claims in favor of the Company, all unvested time-based share options and other share-based awards held by Mr. Campbell will immediately accelerate and vest. 38