MIME 2018 Proxy Statement
Peter Campbell Death ($) (1) Disability ($) (2) Termination For Cause ($) (3) Termination Without Cause ($) (4) Resignation by the Executive ($) (2) Upon a Change in Control ($) (5) Termination Without Cause or for Good Reason Within 12 Months Following a Change in Control ($) (5) Cash Severance . . . . . . . . . . . . . . 38,053 169,125 — 435,750 169,125 — 435,750 Health Benefit Continuation . . . . — 10,112 — 15,163 10,112 — 15,163 Equity Acceleration . . . . . . . . . . . — — — — — 2,083,200 2,083,200 Total . . . . . . . . . . . . . . . . . . . . . . 38,053 179,237 — 450,913 179,237 2,083,200 2,534,113 (1) In the event of Mr. Campbell’s death, his designated beneficiary will receive his pro-rata bonus through the date of his death, to the extent not already paid. (2) Amounts reflects the contractual notice period. (3) As of March 31, 2018, Mr. Campbell’s employment agreement provided that, in the event that Mr. Campbell’s employment was terminated by us for any reason other than death or disability, we were 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 (inclusive of payments and benefits provided pursuant to clause (i) above). Mr. Campbell’s employment agreement was amended in July 2018 to eliminate any contractual severance in the event of a termination for cause. For purposes of this table, we assume that Mr. Campbell’s employment agreement was amended on March 31, 2018. In the event that Mr. Campbell’s employment had been terminated for cause under the terms of his employment agreement in effect as of March 31, 2018, he would have been entitled to cash severance of $435,750 and $15,163 in health benefit continuation. (4) Amount reflects the contractual notice period and contractual severance amount. Actual amount may be less if Company elects to make a cash payment in lieu of notice. (5) 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 $35.43. Edward Jennings Death ($) Disability ($) Termination For Cause ($) Termination Without Cause ($) Upon a Change in Control ($) (1) Termination Without Cause or for Good Reason Within 12 Months Following a Change in Control ($) (1) Cash Severance . . . . . . . . . . . . . . . . . . . . . — — — 150,750 — 150,750 Health Benefit Continuation . . . . . . . . . . . — — — 16,526 — 16,526 Equity Acceleration . . . . . . . . . . . . . . . . . — — — — 3,922,622 3,922,622 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 167,276 3,922,622 4,089,898 (1) 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. 41
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