MASTECH DIGITAL, INC. (NYSEMKT:MHH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Second Amended and Restated Employment Agreement with Vivek
Gupta, Chief Executive Officer and President.

On March20, 2017, Mastech Digital, Inc. (the Company) entered
into a Second Amended and Restated Executive Employment Agreement
(the Gupta Employment Agreement) with Vivek Gupta, the Companys
Chief Executive Officer and President. The Gupta Employment
Agreement amends and restates the Amended and Restated Executive
Employment Agreement, dated as of April26, 2016, between the
Company and Mr.Gupta in its entirety. The term of the Gupta
Employment Agreement commenced on May1, 2016 and may be
terminated by either the Company or Mr.Gupta at any time.

The Gupta Employment Agreement provides that, effective April1,
2017, Mr.Guptas base salary shall be $362,500 per year, subject
to review and modification annually by the Company. The Gupta
Employment Agreement also provides that Mr.Gupta is eligible to
earn an annual performance-based cash bonus of $187,500 for the
achievement of certain financial and operational targets. These
targets, and the bonus dollars tied to such targets, will be
determined by the Companys Board of Directors on an annual basis.
Under the Gupta Employment Agreement, Mr.Gupta is also eligible
to receive non-qualified stock options and other awards to the
Companys Stock Incentive Plan in a manner and amount determined
by the Compensation Committee of the Companys Board of Directors.

In the event that Mr.Gupta is terminated with Cause, the Company
may immediately cease payment of any further wages, benefits or
other compensation under the Gupta Employment Agreement other
than salary and benefits (excluding options) earned through the
date of termination. In the event that Mr.Gupta is terminated
without Cause or he resigns for Good Reason (in each case, other
than within 12 months following a Change of Control of the
Company), he is entitled to a severance equal to 12 months of his
last monthly base salary (less appropriate deductions) that is
payable by the Company over a 12-month period following his
termination date, continued coverage under the Companys employee
benefits and group health plans in accordance with the Companys
severance policy and payment of his annual performance-based cash
bonus target (less appropriate deductions). Mr.Gupta is also
entitled, for a 12-month period following his termination date,
to the continued vesting of any outstanding unvested stock
options he held on his termination date. The exercise period for
vested options held by Mr.Gupta at the time of his termination
will also be extended for a six-month period after the otherwise
applicable expiration date, subject to certain restrictions.

In the event that Mr.Gupta is terminated without Cause or he
resigns for Good Reason, in each case within 12 months after a
Change of Control of the Company, he is entitled to a lump sum
severance payment (less appropriate deductions) equal to two
times the sum of (i)his average base salary for the three years
preceding his termination (including the year of termination) and
(ii)his average annual performance-based cash bonus received for
the three years preceding his termination (including the year of
termination). Mr.Gupta is also entitled to the payment of the
premiums required to continue coverage under the Companys
employee benefits and group health plans for up to 24 months
after his termination, the acceleration in full of the vesting
and/or exercisability of all outstanding equity awards held by
Mr.Gupta on his termination date and reimbursement of up to
$25,000 for outplacement services. The exercise period for vested
options held by Mr.Gupta at the time of his termination will also
be extended for a six-month period after the otherwise applicable
expiration date, subject to certain restrictions.

Amended and Restated Employment Agreement with John J. Cronin,
Jr., Chief Financial Officer.

On March20, 2017, the Company entered into an Amended and
Restated Executive Employment Agreement (the Cronin Employment
Agreement) with John J. Cronin, Jr., the Companys Chief Financial
Officer. The Cronin Employment Agreement amends and restates the
Executive Employment Agreement, dated March18, 2009, as amended
on January7, 2013, further amended on March18, 2013 and further
amended on March 20, 2014, between the Company and Mr.Cronin in
its entirety. The term of the Cronin Employment Agreement
continues from year to year or until Mr.Cronins employment is
terminated by either party with or without cause under certain
conditions.

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The Cronin Employment Agreement provides that, effective April1,
2017, Mr.Cronins base salary shall be $265,000 per year. The
Cronin Employment Agreement also provides that Mr.Cronin is
eligible to earn an annual performance-based cash bonus of
$150,000 for the achievement of certain financial and operational
targets. These targets, and the bonus dollars tied to such
targets, will be determined by the Companys Chief Executive
Officer on an annual basis. Under the Cronin Employment
Agreement, Mr.Cronin is also eligible to receive non-qualified
stock options and other awards to the Companys Stock Incentive
Plan.

In the event that Mr.Cronin is terminated with Cause, the Company
may immediately cease payment of any further wages, benefits or
other compensation under the Cronin Employment Agreement other
than salary and benefits (excluding options) earned through the
date of termination. In the event that Mr.Cronin is terminated
without Cause or he resigns for Good Reason (in each case, other
than within one year following a Change of Control of the
Company), he is entitled to a severance equal to 12 months of his
last monthly base salary (less appropriate deductions) that is
payable by the Company over a 12-month period following his
termination date, continued coverage under the Companys employee
benefits and group health plans in accordance with the Companys
severance policy and payment of his annual performance-based cash
bonus target (less appropriate deductions). Mr.Cronin is also
entitled for a 12-month period following his termination date to
the continued vesting of any outstanding unvested stock options
he held on his termination date. The exercise period for vested
options held by Mr.Cronin at the time of his termination will
also be extended for a six-month period after the otherwise
applicable expiration date, subject to certain restrictions.

In the event that Mr.Cronin is terminated without Cause or he
resigns for Good Reason, in each case within one year after a
Change of Control of the Company, he is entitled to a lump sum
severance payment (less appropriate deductions) equal to two
times the sum of (i)his average base salary for the three years
preceding his termination (including the year of termination) and
(ii)his average annual performance-based cash bonus received for
the three years preceding his termination (including the year of
termination). Mr.Cronin is also entitled to the payment of the
premiums required to continue coverage under the Companys
employee benefits and group health plans for up to 24 months
after his termination and to the acceleration in full of the
vesting and/or exercisability of all outstanding equity awards
held by Mr.Cronin on his termination date and reimbursement of up
to $25,000 for outplacement services. The exercise period for
vested options held by Mr.Cronin at the time of his termination
will also be extended for a six-month period after the
otherwise applicable expiration date, subject to certain
restrictions.