MONOTYPE IMAGING HOLDINGS INC. (NASDAQ:TYPE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

On January3, 2017, Monotype Imaging Holdings Inc. (the Company)
announced that Anthony Callini has been hired as the Companys
Executive Vice President, Chief Financial Officer. Mr.Callini
will serve as the Companys principal financial officer.

From April 2013 to July 2016, Mr.Callini, age 45, served as the
senior vice president, finance of Avid Technology, Inc., a
publicly traded provider of audio and video technologies for
media organizations and independent professionals. While at Avid,
Mr.Callini was responsible for a number of financial management
areas, including strategic planning, MA strategy and operational
restructuring. From March 2004 to February 2013, Mr.Callini
served in various financial leadership positions (including most
recently as senior vice president, finance and treasurer) at Open
Solutions Inc., a publicly traded software and services company.
Prior to that, Mr.Callini worked at Ernst Young LLP and Arthur
Andersen LLP. Mr.Callini has a B.S. in Accounting from Fordham
University.

to an employment agreement, which was signed by Mr.Callini and
effective as of January3, 2017 (the Employment Agreement),
Mr.Callini will receive an annual base salary of $315,000. In
addition, Mr.Callini is entitled to participate in any and all
medical, pension, profit sharing, dental and life insurance plans
and disability income plans, retirement arrangements and other
employment benefits, including option plans, that may be
available to our other senior executive officers. Additionally,
to an offer letter entered into with Mr.Callini (the Offer
Letter), beginning in 2017, Mr.Callini will be eligible to
receive a target bonus of 55% of his base salary, prorated for
his first year of service. Mr.Callini will be granted 40,000
restricted shares of the Companys common stock under the terms
and conditions of the Companys Second Amended and Restated 2007
Stock Option and Incentive Plan.

Mr.Callinis Employment Agreement contains the same
non-competition and non-solicitation provisions and payments upon
termination and change of control as described below with respect
to the amended and restated employment agreements of the
Executive Officers (as defined below).

The above descriptions of the Employment Agreement and the Offer
Letter are summaries and are qualified in their entirety by the
Employment Agreement and the Offer Letter, which are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K,
respectively, and are incorporated herein by reference.

Other than the Employment Agreement and the Offer Letter, there
is no arrangement or understanding to which Mr.Callini was
selected as Executive Vice President, Chief Financial Officer and
principal financial officer and there are no family relationships
between Mr.Callini and the other directors or executive officers
of the Company. Since the beginning of the Companys last fiscal
year, Mr.Callini has not had any transactions or currently
proposed transactions in which Mr.Callini was or is to be a
participant in amounts greater than $120,000 and in which any
related person had or will have a direct or indirect material
interest.

On January1, 2017, the Company also entered into amended and
restated employment agreements with its named executive officers,
Scott Landers, Steven Martin, Benjamin Semmes III and Janet
Dunlap (collectively the Executive Officers).

The employment agreements require each Executive Officer to
refrain from competing with us and from hiring our employees for
a period of two years following the termination of his or her
employment with us for any reason, except that such period shall
only last for one year (or eighteen months in the case of
Mr.Landers) in the event that such Executive Officer terminates
his or her employment for good reason or if he or she is
terminated by us without cause (as each term is defined in the
applicable employment agreement). Each Executive Officers
employment agreement continues in effect unless his or her
employment is terminated by him or her or by the Company.

In the event that an Executive Officers employment is terminated
by the Company without cause or by such Executive Officer for
good reason, then such Executive Officer is entitled to receive
(i)his or her base salary for 12 months (or 18 months in the case
of Mr.Landers) following the termination date, (ii)to the extent
not paid prior to termination, the Executive Officers annual cash
bonus for the year prior to which such Executive Officers
employment is terminated, determined based on the Companys and
the Executive Officers actual performance,

(iii)the pro-rated portion of the Executive Officers annual cash
bonus for the year in which such Executive Officer is terminated,
and(iv)if elected by the Executive Officer, a monthly cash
payment to be used for medical and health benefits for up to 12
months (or 18 months in the case of Mr.Landers) following the
termination date.

If an Executive Officers employment is terminated within twelve
months of a change of control (as defined in the applicable
employment agreement) without cause or for good reason, then such
Executive Officer is entitled to receive (i)to the extent not
paid prior to termination, the Executive Officers annual cash
bonus for the year prior to which such Executive Officers
employment is terminated, determined based on the Companys and
the Executive Officers actual performance, (ii)the annual cash
bonus for the Executive Officer assuming full attainment of the
Companys milestones at target level for the greater of the year
in which the change of control occurs or the year in which the
Executive Officers employment is terminated, (iii)the sum (or in
the case of Mr.Landers, 1.5 times the sum) of the Executive
Officers base salary in the year of the change of control or
termination, whichever is greater, and such Executive Officers
bonus at target level for the year in which such Executive
Officers employment is terminated (or the prior year in the case
the target bonus is not then established), and (iv)if elected by
the Executive Officer, a monthly cash payment to be used for
medical and health benefits for up to 12 months (or 18 months in
the case of Mr.Landers) following the termination date.

The above descriptions of the employment agreements with the
Executive Officers are summaries and are qualified in their
entirety by the applicable employment agreement, which are filed
as Exhibits 10.3, 10.4, 10.5 and 10.6 to this Current Report on
Form 8-K, respectively, and are incorporated herein by reference.

A press release issued by the Company on January3, 2017 regarding
the appointment of Mr.Callini as Executive Vice President, Chief
Financial Officer and principal financial officer is furnished as
Exhibit 99.1.

The information included on this Form 8-K to Item7.01 (including
Exhibit 99.1) shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference in any filing by
the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference
in such a filing.