DIRECTOR INDEMNIFICATION AGREEMENT
THIS DIRECTOR INDEMNIFICATION AGREEMENT (this Agreement) is made effective as of the day of , 2020, by and between MIMECAST LIMITED, a public limited company incorporated in Jersey, Channel Islands under number 119119 the registered office of which is 22 Grenville Street, St Helier, Jersey JE4 8PX (Company) and (the Indemnitee).
WHEREAS, it is essential to the Company that it be able to retain and attract as directors the most capable persons available;
WHEREAS, the Companys Articles of Association (as amended, modified, supplemented or restated from time to time, the Articles) and the Companies Law permit (subject to certain limitations) the Company to indemnify its directors and permit the Company to make other indemnification arrangements and agreements;
WHEREAS, the Company desires to provide the Indemnitee with specific contractual assurance of the Indemnitees rights to indemnification against certain litigation risks and expenses subject always, and to the extent permitted by, the Companies Law and the Articles and regardless of any change in the composition of its board of directors (the Board); and
NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:
1. Definitions and Interpretation.
(a) Companies Law means the Companies (Jersey) Law 1991 (as the same may be amended, modified, supplemented or restated from time to time).
(b) Corporate Status describes the status of a person who is serving or has served (i) as a director of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company or (iii) as a director of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section l(b), a director of the Company who is serving or has served as a director of a Subsidiary shall be deemed to be serving at the request of the Company.
(c) Entity shall mean any corporation, partnership, limited liability company, joint venture, company, foundation, association, organization or other legal entity.
(d) Expenses shall mean all fees, costs and expenses properly incurred in connection with any Proceeding, including, without limitation, attorneys fees, disbursements and retainers (including, without limitation, any fees, disbursements and retainers properly incurred by the Indemnitee pursuant to Section 10 of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses.