Monotype Imaging Holdings Inc. 2009 Executive Incentive Compensation Program



 Exhibit 10.1 
 MONOTYPE IMAGING HOLDINGS INC. 
 2009 Executive Incentive Compensation Program 
  

	I.	Overview 

 The compensation philosophy of Monotype Imaging is to pay
competitive base salaries and to provide the potential to significantly overachieve market average compensation through incentive compensation if performance of both the organization and the individual exceed expectations. Base compensation and
total compensation targets are set based on area market survey data. 
  

	II.	Incentive Compensation Goals 

  

	•	 	 Provide significant compensation to Executives to exceed annual EBITDA targets. 


  

	•	 	 Provide incentive to Executives to achieve individual goals that have a direct relationship to Monotype Imaging’s organizational success.



  

	•	 	 Motivate exceptional performance at all organizational levels. 


  

	•	 	 Pay for performance. No guarantees of bonus if performance does not warrant. 


  

	•	 	 Significant differentiation in bonus payments between less than expected performance and exceptional performance. 


  

	III.	Eligibility 

  

	•	 	 Employees who, for purposes of compensation, are classified by the President and Chief Executive Officer or the Compensation Committee as “Executives” for
FY 2009, unless the Compensation Committee determines that any such Executive shall be eligible for incentive compensation under an alternative Company plan. 


  

	•	 	 Executives hired after January 1, 2009 will be prorated based on date of hire. 


  

	•	 	 An Executive must be employed by the Company on December 31, 2009 to be eligible to receive any incentive compensation payment under this plan.



  

	IV.	Total Incentive Compensation Pool 

 The total incentive compensation
pool available to Executives under this plan is based on the Company’s achievement of specific EBITDA targets established by the Board of Directors for 2009. At each pre-determined EBITDA percentage achievement, beginning at 90% of achievement
of targeted EBITDA, an incentive compensation pool is established and will be paid on a sliding scale up to a maximum of 110% of targeted EBITDA. At achievement of 90% of EBITDA, the incentive compensation pool is $316,250 and will increase to a
maximum of $1,475,000 at achievement of 110% of targeted EBITDA, subject to Section VII below. 
 Calculation of the incentive compensation pool at each
level is based upon the number of Executives on the date this plan is approved by the Compensation Committee. If the Compensation Committee determines that the total number of Executives participating in this plan increased during 2009, the
Compensation Committee may, but is not required to, adjust the incentive compensation pool at any or all levels. 








	V.	Individual Incentive Compensation for Executives Target Incentive Compensation: 

  


	•	 	 President/CEO = 40% of his or her base salary. 


  

	•	 	 Executive Vice President = 33% of his or her base salary. 


  

	•	 	 Sr. Vice President/Chief Financial Officer = 30% of his or her base salary. 


  

	•	 	 Vice Presidents & General Counsel = Varies based on position and will range from 20 - 27% of his or her base salary. 


  

	•	 	 Actual incentive compensation payments to an Executive will depend on (i) the satisfaction of the Company’s EBITDA targets, (ii) the satisfaction of
the Executive’s individual pre-determined performance objectives, and (iii) the Executive’s overall performance during 2009. 


  

	•	 	 The satisfaction of the individual performance objectives of the President and Chief Executive Officer, and his overall performance in 2009, will be reviewed by the
Compensation Committee. 


  

	•	 	 The satisfaction of the individual performance objectives, and overall performance in 2009, of all other Executives will be reviewed by the President and Chief
Executive Officer, together with the Executive’s supervisor. 


  

	•	 	 All bonus recommendations will be made by the President and Chief Executive Officer to the Compensation Committee for approval. 


  

	VI.	Payments 

  

	•	 	 Payments will be made to Executives following approval of such payments by the Compensation Committee and receipt by the Company of audited financial statements for
the year ended December 31, 2009; provided, however, that such payments, if any, shall be made to Executives between January 1st and March 15th of 2010. In the event that there is a subsequent change in the Company’s audited
financial statements that impacts whether the bonus targets were satisfied, Executives will be required to repay to the Company any amount that was paid based solely on the satisfaction of a bonus target that was not, after such change, satisfied.
While the Compensation Committee shall have no discretion to determine whether or not the repayment obligations shall be enforced, the final amounts to be repaid by each Executive shall be determined by the Compensation Committee.



  

	VII.	Plan Guidelines 

  

	•	 	 Total Executive incentive compensation pool is amount budgeted and accrued for plan year 2009. 


  

	•	 	 Organization must achieve 90% of EBITDA target in order for any incentive compensation to be paid under this plan. 


  

	•	 	 The Compensation Committee will make the final determination on all Executive bonus payments. 


  

	•	 	 The executive compensation pool set forth in Section IV may be increased by the Compensation Committee without amendment of this program, but solely from amounts
previously allocated by the Company to other Company incentive compensation plans in the event any such amounts are not paid or distributed under such other plans. 


  

	•	 	 Although it is the intent of the Company to continue this compensation plan through FY2009, any Monotype Imaging compensation plan may be changed, amended, modified
or terminated at the sole discretion of the Compensation Committee. 










	•	 	 No Monotype Imaging compensation plan represents a contract of employment, implied or otherwise.