Mitek Systems, Inc. (NASDAQ:MITK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Mitek Systems, Inc. (NASDAQ:MITK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Entry into Executive Severance and Change of Control Plan

On August 10, 2017, Mitek Systems, Inc. (the “Company”) entered into an Executive Severance and Change of Control Plan, in the form previously approved by the board of directors of the Company (the “Form of Executive Severance Plan”), with each of Jason Gray, General Counsel and Administrative Officer; Stephen J. Ritter, Chief Technology Officer; Sarah Clark, Vice President – Product and Customer Success; and Kalle Marsal, Chief Operating Officer. The Form of Executive Severance Plan replaces the Company’s existing form of Executive Severance and Change of Control Plan.

Under the terms of the Form of Executive Severance Plan, if the Company terminates a participant’s employment without cause or if such participant terminates his/her employment for good reason, the participant will be entitled to receive: (i) all compensation and benefits accrued, but unpaid, up to the effective date of his/her termination; (ii) a lump-sum cash amount equal to 50% of his/her then-current annual base salary; and (iii) a lump-sum cash amount equal to six months of premium payments for continuation coverage under the Company’s health plans.

In addition, if a participant is terminated without cause or terminates his/her employment for good reason at any time within two months prior to or twelve months following a change in control of the Company, the participant will be entitled to receive the benefits set forth in (i) through (iii) of the above paragraph, as well as accelerated vesting of and lapse of restrictions on 50% of any outstanding equity awards then held by the participant.

On such date, the Company also entered into an Executive Severance and Change of Control Plan with Michael E. Diamond, General Manager – Payments. Such agreement replaced any existing Executive Severance and Change of Control Plan between the Company and Mr. Diamond and is substantially similar to the Form of Executive Severance Plan, except that if the Company terminates Mr. Diamond’s employment without cause or if Mr. Diamond terminates his employment for good reason, then in addition to receiving all compensation and benefits accrued, but unpaid, up to the effective date of his termination, he will be entitled to receive: (i) a lump-sum cash amount equal to 50% of his then-current annual base salary; and (ii) a lump-sum cash amount equal to twelve months of premium payments for continuation coverage under the Company’s health plans.

The foregoing summary of the Form of Executive Severance Plan and Executive Severance and Change of Control Plan with Michael E. Diamond are qualified in their entirety by reference to Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1

Form of Executive Severance and Change of Control Plan.

10.2

Executive Severance and Change of Control Plan, dated August 10, 2017, between Michael E. Diamond and the Company.


MITEK SYSTEMS INC Exhibit
EX-10.1 2 mitk-20170810xexx101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLANTHIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of _______________ (the “Effective Date”) by and between MITEK SYSTEMS,…
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About Mitek Systems, Inc. (NASDAQ:MITK)

Mitek Systems, Inc. develops, markets and sells mobile capture and identity verification software solutions for enterprise customers. The Company’s technology allows users to remotely deposit checks, open accounts, get insurance quotes, pay bills, as well as verify their identity by taking pictures of various documents with their camera-equipped smartphones and tablets instead of using the device keyboard. Its technology uses algorithms to correct image distortion, extract relevant data, route images to their desired location and process transactions. Its technology processes images of documents in various ways. The Company’s products include Mobile Verify, Mobile Fill, Mobile Docs, Mobile Deposit and Commercial Mobile Deposit Capture. Its mobile technology solutions are provided in two parts: a software development kit (SDK) for mobile capture, and a software platform for image correction, detection, extraction and authentication.

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