MIME 2018 Proxy Statement

The offer letter further provides that, in the event that Ms. Bishop-Levesque’s employment is terminated by the Company without cause (as defined in the offer letter) or Ms. Bishop-Levesque terminates her employment for good reason (as defined in the offer letter), she will be entitled to continuation of base salary and health and dental insurance for six months following termination as well as an amount equal to her target bonus. Receipt of such severance payments and benefits is conditioned upon Ms. Bishop-Levesque 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 Ms. Bishop- Levesque shall immediately accelerate and vest. In addition, in the event that, within one year following a change in control, Ms. Bishop-Levesque’s employment is terminated by the Company without cause or Ms. Bishop- Levesque terminates her employment for good reason, all unvested share options and other share-based awards held by Ms. Bishop-Levesque will immediately accelerate and vest. Ms. Bishop-Levesque has signed our standard agreement, which includes non-competition and non-solicitation provisions that apply during her employment and for one year thereafter. Estimated Payment and Benefits Upon Termination or Change of Control The following tables set forth the estimated payments and benefits our named executive officers would receive pursuant to the terms of the named executive officer’s employment agreement or offer letter upon a qualifying termination of employment or change in control assuming such event occurred on March 31, 2018. Peter Bauer Death ($) (1) Disability ($) Termination For Cause ($) Termination Without Cause or for Good Reason ($) Upon a Change in Control ($) (2) Termination Without Cause or for Good Reason Within 12 Months Following a Change in Control ($) (2) Cash Severance . . . . . . . . . . . . . . . . . . . 60,816 — — 685,234 — 629,280 Health Benefit Continuation . . . . . . . . . — — — 33,052 — 33,052 Equity Acceleration . . . . . . . . . . . . . . . — — — — 1,365,750 1,365,750 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,816 — — 781,286 1,365,750 2,0084,036 (1) In the event of Mr. Bauer’s death, his designated beneficiary will receive his pro-rata bonus through the date of his death, to the extent not already paid. (2) The value of accelerated equity is calculated based upon the difference between the exercise price of the outstanding share options and the closing price of the Company’s ordinary shares on March 31, 2018, which was $35.43. 40