OFFICER INDEMNIFICATION AGREEMENT
THIS OFFICER INDEMNIFICATION AGREEMENT (this Agreement) is made effective as of the day of , , 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, the Indemnitee is an officer of the Company (but not a director of the Company) by virtue of the Indemnitees Position or as designated by the Board (as defined below);
WHEREAS, it is essential to the Company that it be able to retain and attract as officers the most capable persons available;
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 to applicable law.
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) Articles means the Companys articles of association in force from time to time.
(b) Board means the board of directors of the Company.
(c) Companies Law means the Companies (Jersey) Law 1991 (as the same may be amended, modified, supplemented or restated from time to time).
(d) Entity shall mean any corporation, partnership, limited liability company, joint venture, company, foundation, association, organization or other legal entity.
(e) 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.
(f) Indemnifiable Expenses, Indemnifiable Liabilities and Indemnifiable Amounts shall have the meanings ascribed to those terms in Section 3(a) below.