Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 3, 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, M&A 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.
Pursuant to an employment agreement, which was signed by Mr. Callini and effective as of January 3,
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, pursuant 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 pursuant 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 January 1, 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.