Exhibit








MITEK SYSTEMS, INC.
CONDITIONAL RESTRICTED STOCK UNIT AWARD AGREEMENT
Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Conditional Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
1. GOVERNING PLAN DOCUMENT. Your Conditional Restricted Stock Unit Award is subject to all of the provisions of the Plan, which provisions are hereby made a part of this Conditional Restricted Stock Unit Award Agreement. In the event of any conflict between the provisions of this Conditional Restricted Stock Unit Award Agreement and the provisions of the Plan, the provisions of the Plan shall control in all respects, provided that to the extent a term is separately defined in this Conditional Restricted Stock Unit Award Agreement, such definition will supersede the definition contained in Section 2 of the Plan.
2. DETAILS OF CONDITIONAL RESTRICTED STOCK UNIT AWARD. The details of your Conditional Restricted Stock Unit Award are as follows:
	
			
	Number of Shares of Common Stock Subject to Award:
	 
	47,369

	Award Date:
	 
	November 6, 2018

	Vesting Schedule:
	 
	Subject to the terms and conditions of this Award and the Plan, the restricted stock units subject to this Award shall vest in four equal annual installments with the first installment vesting on November 6, 2020, such that the award shall be fully vested on the five year anniversary of the Award Date. The resulting aggregate number of restricted stock units shall be rounded to the nearest whole number on each vesting date. 


Notwithstanding anything to the contrary contained in the Plan, any employment agreement to which Executive is a party or otherwise, in the event that the consummation of a Change of Control occurs prior to the six (6) month anniversary of the Date of Grant, this Conditional Restricted Stock Unit Award shall terminate, shall not vest and shall be void and of no further force or effect.




3. SATISFACTION OF VESTING RESTRICTIONS; ACCOUNT. No Shares will be issued to you pursuant to your Conditional Restricted Stock Unit Award until such Shares vest in accordance with the Vesting Schedule indicated in Section 2. As soon as practicable after the date on which any Shares subject to your Conditional Restricted Stock Unit Award vest, the Company will issue to you, free from further vesting restrictions, uncertificated shares in book entry form or share certificates representing such vested whole Shares. Prior to the time any Shares subject to your Conditional Restricted Stock Unit Award vest, whenever dividends, whether payable in cash, stock or other property, are declared on such Shares, on the date any such dividend is paid, the Company will credit to a bookkeeping account (the “Account”) maintained by the Company for your benefit appropriate Dividend Equivalents in respect of the number of unvested Shares subject to your Conditional Restricted Stock Unit Award on the record date for such dividend. Any such Dividend Equivalent will be released from the Account and paid or issued to you as your Conditional Restricted Stock Unit Award vests. In the event that any such Dividend Equivalent consists of Shares, the Company shall issue such Shares to you free from any vesting restrictions, in uncertificated book entry form or in share certificates representing whole Shares.
4. TERMINATION OF EMPLOYMENT OR SERVICE WITH THE COMPANY OR ANY OF ITS RELATED ENTITIES. If, at any time prior to the vesting in full of the Shares subject to your Conditional Restricted Stock Unit Award, your full- or part-time employment or service with the Company or any of its Related Entities terminates for any reason, the unvested portion of your Conditional Restricted Stock Unit Award shall be canceled and become automatically null and void.


1









5. REPRESENTATIONS. In connection with the acquisition of Shares pursuant to this Conditional Restricted Stock Unit Award Agreement, you represent and warrant to the Company that you have no present intention of distributing or selling the Shares, except as permitted under applicable securities laws. You further acknowledge and agree that your ability to sell the Shares may be limited by the Securities Act of 1933, as amended (including without limitation, Rule 144 promulgated thereunder), and by the terms and conditions of this Conditional Restricted Stock Unit Award Agreement and the Plan.
6. NOT A CONTRACT OF EMPLOYMENT. By executing this Award, you acknowledge and agree that (i) nothing in this Award or the Plan confers on you any right to be employed by, or continue any employment, service or consulting relationship with, the Company or any of its Related Entities, and (ii) the Company would not have granted this Award to you but for this acknowledgement and agreement. Under no circumstances will the Plan or this Conditional Restricted Stock Unit Award Agreement be considered to be part of the terms and conditions of your employment with the Company or any of its Related Entities that employ you.
7. NOTICES. Any notices to be delivered pursuant to this Conditional Restricted Stock Unit Award Agreement shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
8. SEVERABILITY. If one or more provisions of this Conditional Restricted Stock Unit Award Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Conditional Restricted Stock Unit Award Agreement and the balance of the Conditional Restricted Stock Unit Award Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
9. BINDING AND ENTIRE AGREEMENT. The terms and conditions of this Conditional Restricted Stock Unit Award Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Conditional Restricted Stock Unit Award Agreement, together with the Plan and that certain Executive Employment Agreement between the parties and dated as of the date hereof, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
10. COUNTERPARTS. This Conditional Restricted Stock Unit Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.


	
									
	COMPANY:
	 
	 
	 
	EXECUTIVE:

	 
	 
	 
	 

	MITEK SYSTEMS, INC.
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	 
	/s/ Jason L. Gray
	 
	 
	 
	By:
	 
	/s/ Scipio “Max” Carnecchia

	Name:
	 
	Jason L. Gray
	 
	 
	 
	Name:
	 
	Scipio “Max” Carnecchia

	Title:
	 
	General Counsel
	 
	 
	 
	 
	 
	 




GRANT SUMMARY:
On November 6, 2018, Scipio “Max” Carnecchia hereby receives a Conditional Restricted Stock Unit Award inducement grant for 47,369 shares of Common Stock of the Company.


2