MIME 2018 Proxy Statement

Mr. Campbell’s employment agreement contains non-competition and non-solicitation provisions that apply during his employment and for six months thereafter. Edward Jennings Pursuant to the offer letter with Mr. Jennings, he serves as our Chief Operating Officer on an at-will basis. Mr. Jennings currently receives a base salary of $331,500, which is subject to periodic review and adjustment. Mr. Jennings is also eligible for an annual performance bonus targeted at 90% of his base salary and to participate in the employee benefit plans generally available to employees, subject to the terms of those plans. The offer letter further provides that in the event Mr. Jennings’ employment is terminated for any reason other than for cause (as defined in the offer letter), he will be entitled to six months of base salary and medical benefit continuation. Receipt of such severance payments and benefits is conditioned upon Mr. Jennings entering into a general release of claims in favor of the Company and our affiliates. In the event of a change in control (as defined in the offer letter), 50% of the unvested portion of all share options held by Mr. Jennings shall immediately accelerate and vest. In addition, in the event that, within one year following a change in control, Mr. Jennings’ employment is terminated by the Company without cause or Mr. Jennings is required to assume a position with materially different job duties or responsibilities, his base salary or total on target compensation is reduced by more than 5% or there is a change in the location of his employment of more than 50 miles (unless such relocation is within 50 miles of his then-current residence), all unvested share options held by Mr. Jennings will immediately accelerate and vest. Mr. Jennings has signed our standard agreement, which includes non-competition and non-solicitation provisions that apply during his employment and for one year thereafter. Robert P. Nault Pursuant to the offer letter with Mr. Nault, he serves as our Senior Vice President and General Counsel on an at-will basis. Mr. Nault currently receives a base salary of $331,800, which is subject to periodic review and adjustment. Mr. Nault is also eligible for an annual performance bonus targeted at 50% of his base salary and to participate in the employee benefit plans generally available to employees, subject to the terms of those plans. The offer letter further provides that, in the event that Mr. Nault’s employment is terminated by the Company without cause (as defined in the offer letter) or Mr. Nault terminates his employment for good reason (as defined in the offer letter), he will be entitled to continuation of base salary and health and dental insurance for nine months following termination as well as an amount equal to his target bonus. Receipt of such severance payments and benefits is conditioned upon Mr. Nault entering into a general release of claims in favor of the Company and our affiliates. In the event of a change in control (as defined in the offer letter), 50% of the unvested portion of all share options and other share-based awards held by Mr. Nault shall immediately accelerate and vest. In addition, in the event that within one year following a change in control, Mr. Nault’s employment is terminated by the Company without cause or Mr. Nault terminates his employment for good reason, all unvested share options and other share-based awards held by Mr. Nault will immediately accelerate and vest. Mr. Nault has signed our standard agreement, which includes non-competition and non-solicitation provisions that apply during his employment and for one year thereafter. Janet Bishop-Levesque Pursuant to the offer letter with Ms. Bishop-Levesque, she serves as our Senior Vice President, Systems Risk and Security, on an at-will basis. Ms. Bishop-Levesque currently receives a base salary of $275,000, which is subject to periodic review and adjustment. Ms. Bishop-Levesque is also eligible for an annual performance bonus targeted at 50% of her base salary and to participate in the employee benefit plans generally available to employees, subject to the terms of those plans. 39