Monotype Imaging Holdings Inc. (Form: 10-Q, Received: 10/31/2013 16:08:57)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33612

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware		20-3289482
(State of incorporation)		(I.R.S. Employer Identification No.)

500 Unicorn Park Drive Woburn, Massachusetts		01801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 970-6000

(Former Name, Former Address and Former Fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s common stock as of October 24, 2013 was 39,019,001.

MONOTYPE IMAGING HOLDINGS INC.

INDEX


		Page

Part I. Financial Information			2

Item 1.	Consolidated Financial Statements (Unaudited)		2

	• Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012		2

	• Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2013 and 2012		3

	• Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2013 and 2012		4

	• Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012		5

	• Notes to Condensed Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26

Item 4.	Controls and Procedures		28

Part II. Other Information			28

Item 1.	Legal Proceedings		28

Item 1A.	Risk Factors		28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28

Item 3.	Defaults Upon Senior Securities		29

Item 4.	Mine Safety Disclosures		29

Item 5.	Other Information		29

Item 6.	Exhibits		29

Signatures			30

Exhibit Index			31

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share and per share data)


	September 30, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	64,335		$	39,340
Accounts receivable, net of allowance for doubtful accounts of $166 at September 30, 2013 and $129 at December 31, 2012		7,781			6,996
Income tax refunds receivable		3,784			2,209
Deferred income taxes		2,216			2,218
Prepaid expense and other current assets		2,782			2,454

Total current assets		80,898			53,217
Property and equipment, net		2,779			2,587
Goodwill		175,593			174,294
Intangible assets, net		79,094			86,736
Other assets		2,899			3,232

Total assets	$	341,263		$	320,066

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,075		$	1,038
Accrued expenses and other current liabilities		17,520			17,319
Accrued income taxes		—			2,191
Deferred revenue		7,649			8,725
Current portion of long-term debt		—			10,000

Total current liabilities		26,244			39,273
Long-term debt, less current portion		—			12,321
Other long-term liabilities		617			613
Deferred income taxes		31,727			26,832
Reserve for income taxes, net of current portion		1,131			963
Accrued pension benefits		5,281			4,958
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.001 par value, Authorized shares: 10,000,000; Issued and outstanding: none		—			—
Common stock, $0.001 par value, Authorized shares: 250,000,000; Issued: 39,055,374 at September 30, 2013 and 37,331,796 at December 31, 2012		39			37
Additional paid-in capital		203,176			178,681
Treasury stock, at cost, 129,830 shares at September 30, 2013 and 116,101 shares at December 31, 2012		(86	)		(86	)
Retained earnings		73,004			56,980
Accumulated other comprehensive income (loss)		130			(506	)

Total stockholders’ equity		276,263			235,106

Total liabilities and stockholders’ equity	$	341,263		$	320,066

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited and in thousands, except share and per share data)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	40,468		$	37,982		$	123,592		$	110,827
Costs and expenses:
Cost of revenue		5,935			5,426			17,960			15,164
Cost of revenue—amortization of acquired technology		1,141			1,085			3,418			2,965

Total cost of revenue		7,076			6,511			21,378			18,129

Gross profit		33,392			31,471			102,214			92,698
Operating expenses:
Marketing and selling		10,632			8,614			30,943			26,605
Research and development		4,655			4,617			14,518			13,549
General and administrative		4,926			4,386			14,611			14,011
Amortization of other intangible assets		1,490			1,405			4,467			4,057

Total operating expenses		21,703			19,022			64,539			58,222
Income from operations		11,689			12,449			37,675			34,476
Other (income) expense:
Interest expense		271			457			1,002			1,461
Interest income		(5	)		(6	)		(10	)		(22	)
Loss on foreign exchange		98			24			938			301
Loss (gain) on derivatives		216			65			216			(14	)
Other expense (income), net		8			33			(29	)		19

Total other expense		588			573			2,117			1,745
Income before provision for income taxes		11,101			11,876			35,558			32,731
Provision for income taxes		4,037			3,886			12,567			11,606

Net income	$	7,064		$	7,990		$	22,991		$	21,125

Net income available to common shareholders—basic & diluted	$	6,950		$	7,857		$	22,608		$	20,779

Net income per common share:
Basic	$	0.18		$	0.22		$	0.60		$	0.57
Diluted	$	0.18		$	0.21		$	0.58		$	0.55
Weighted average number of shares:
Basic		38,276,890			36,323,556			37,717,883			36,217,950
Diluted		39,657,474			37,620,269			39,205,915			37,600,448
Dividends declared per common share	$	0.06		$	0.04		$	0.18		$	0.04

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net income	$	7,064	$	7,990	$	22,991	$	21,125
Other comprehensive income (loss), net of tax:
Unrecognized actuarial gain		17		—		28		—
Foreign currency translation adjustments		1,288		429		608		(283	)

Comprehensive income	$	8,369	$	8,419	$	23,627	$	20,842

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities
Net income	$	22,991		$	21,125
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,036			7,985
Loss on retirement of fixed assets		23			—
Amortization of deferred financing costs		227			228
Amortization of imputed interest		187			—
Share based compensation		5,994			5,300
Excess tax benefit on stock options		(5,242	)		(878	)
Provision for doubtful accounts		84			8
Deferred income taxes		4,382			1,987
Unrealized currency gain on foreign denominated intercompany transactions		(29	)		(96	)
Unrealized loss on derivatives		—			432
Changes in operating assets and liabilities:
Accounts receivable		(905	)		616
Income tax refunds receivable		—			(429	)
Prepaid expenses and other assets		(311	)		(238	)
Accounts payable		35			17
Accrued income taxes		1,099			1,756
Accrued expenses and other liabilities		(520	)		(441	)
Deferred revenue		(1,025	)		(928	)

Net cash provided by operating activities		36,026			36,444

Cash flows from investing activities
Purchases of property and equipment		(1,373	)		(1,046	)
Purchase of exclusive license and other intangible assets		—			(150	)
Acquisition of business, net of cash acquired		(72	)		(49,090	)

Net cash used in investing activities		(1,445	)		(50,286	)

Cash flows from financing activities
Payments on line of credit		(22,321	)		(30,000	)
Borrowings under line of credit		—			25,000
Excess tax benefit on stock options		5,242			878
Common stock dividends paid		(6,112	)		—
Proceeds from exercises of common stock options		13,644			2,098

Net cash used in financing activities		(9,547	)		(2,024	)
Effect of exchange rates on cash and cash equivalents		(39	)		4

Increase (decrease) in cash and cash equivalents		24,995			(15,862	)
Cash and cash equivalents at beginning of period		39,340			53,850

Cash and cash equivalents at end of period	$	64,335		$	37,988

The accompanying notes are an integral part of these condensed consolidated financial statements.

MONOTYPE IMAGING HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

1. Nature of the Business

Monotype Imaging Holdings Inc. (the “Company” or “we”) is a leading provider of type, technology and expertise for creative applications and consumer electronics, or CE, devices. Our end-user and embedded solutions for print, web and mobile environments enable people to create and consume dynamic content on any and every device. The Company’s technologies and fonts enable the display and printing of high quality digital text. Our technologies and fonts have been widely deployed across, and embedded in, a range of CE devices, including laser printers, digital copiers, mobile phones, e-book readers, tablets, automotive displays, digital cameras, navigation devices, digital televisions, set-top boxes and consumer appliances, as well as in numerous software applications and operating systems. The Company also provides printer drivers, page description language interpreters, printer user interface technology and color imaging solutions to printer manufacturers and OEMs (original equipment manufacturers). We license our fonts and technologies to CE device manufacturers, independent software vendors and creative and business professionals and we are headquartered in Woburn, Massachusetts. We operate in one business segment: the development, marketing and licensing of technologies and fonts. The Company also maintains various offices worldwide for selling and marketing, research and development and administration. We conduct our operations through three domestic operating subsidiaries, Monotype Imaging Inc., Monotype ITC Inc. and MyFonts Inc., formerly Bitstream Inc. (“Bitstream”), and five foreign subsidiaries, Monotype Ltd., Monotype GmbH, formerly Linotype GmbH (“Germany”), Monotype Solutions India Pvt. Ltd., Monotype Hong Kong Ltd. and Monotype KK.

2. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012 include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. The results for interim periods are not necessarily indicative of results to be expected for the year or for any future periods.

In management’s opinion, these unaudited condensed consolidated interim financial statements contain all adjustments of a normal recurring nature necessary for a fair presentation of the financial statements for the interim periods presented.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2012 as reported in the Company’s Annual Report on Form 10-K.

3. Recently Issued Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which addresses the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The standard clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when certain situations exist at the reporting date and is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. We do not expect the adoption of this standard to have any impact on our consolidated financial statements, as our current practice is consistent with this standard.

4. Acquisition

Design by Front Ltd.

On October 29, 2012, the Company acquired all of the outstanding shares of Design by Front Limited, a privately held web strategy, design and technology studio located in Belfast, Northern Ireland, for approximately $4.6 million. The Company paid $2.6 million in cash upon closing, with the remainder of the purchase price to be paid contingent on attainment of certain criteria through 2014. The contingent consideration payable was recorded at $2.1 million, which represented the net present fair value of the estimated payment. We recognized approximately $2.5 million of intangible assets and approximately $2.5 million of goodwill, associated with the transaction. In connection with this acquisition, 13 Design by Front Limited employees joined the Company. Design by Front Limited’s Typecast ^™ browser-based web authoring tool allows easy use of web fonts when designing web sites.

5. Derivative Financial Instruments

We incur foreign currency exchange gains and losses related to certain customers that are invoiced in U.S. dollars, but have the contractual option to make an equivalent payment in their own functional currencies at a specified exchange rate as of a specified date. In the period from that date until payment in the customer’s functional currency is received and converted into U.S. dollars, we can incur unrealized gains and losses. We also incur foreign currency exchange gains and losses on certain intercompany assets and liabilities denominated in foreign currencies. We are currently utilizing 30-day forward contracts to mitigate our exposure on these currency fluctuations. These contracts are generally set to expire and are settled at month end. The instruments are not designated as hedging instruments, and accordingly, the gain or loss is recognized upon cash settlement and is included in gain or loss on derivatives in the accompanying condensed consolidated statements of income. At September 30, 2013, we had one forward contract outstanding, which was entered into on that date. There were no outstanding forward contracts at December 31, 2012.

On May 24, 2010, we entered into a long term interest rate swap contract to pay a fixed rate of interest of 1.5% in exchange for a floating rate interest payment tied to the one-month London Inter-Bank Offering Rate, or LIBOR, beginning November 28, 2010 to mitigate our exposure to interest rate fluctuations on our debt obligations for the remainder of the term of the note. The contract matured on July 30, 2012. We did not designate this contract as a hedge; as such, associated gains and losses were recorded in loss (gain) on derivatives in our condensed consolidated statements of income.

On May 7, 2008, we entered into a long term currency swap contract to purchase 18.3 million Euros in exchange for $28.0 million to mitigate foreign currency exchange rate risk on a Euro denominated intercompany note. We incurred a net gain of $0.1 million and a net loss of $29 thousand for the three and nine months ended September 30, 2012, respectively, on the intercompany note, which is included in loss on foreign exchange in the accompanying condensed consolidated statements of income. The currency swap matured on December 14, 2012. The contract payment terms approximate the payment terms of this intercompany note.

The following table presents the losses and (gains) on our derivative financial instruments which are included in loss (gain) on derivatives in our accompanying condensed consolidated statements of income (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Interest rate swap	$	—	$	—	$	—	$	26
Currency swap		216		65		216		(40	)

Total	$	216	$	65	$	216	$	(14	)

6. Fair Value Measurements

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the Codification establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

Level 3: Unobservable inputs are used when little or no market data is available and requires the Company to develop its own assumptions about how market participants would price the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible as well as considers counterparty and our own credit risk in its assessment of fair value.

The following table presents our financial assets and liabilities that are carried at fair value, classified according to the three categories described above (in thousands):


	Fair Value Measurement at September 30, 2013
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds	$	4,021	$	4,021	$	—	$	—
Cash equivalents—commercial paper		10,748		—		10,748		—
Cash equivalents—corporate bonds		3,729		—		3,729		—

Total assets	$	18,498	$	4,021	$	14,477	$	—

Liabilities:
Contingent acquisition consideration	$	2,251	$	—	$	—	$	2,251

Total liabilities	$	2,251	$	—	$	—	$	2,251

The Company’s recurring fair value measures relate to short-term investments, which are classified as cash equivalents and derivative instruments. The fair value of our cash equivalents are either based on quoted prices for similar assets or other observable inputs such as yield curves at commonly quoted intervals and other market corroborated inputs. The fair value of our derivatives is based on quoted market prices from various banking institutions or an independent third party provider for similar instruments. In determining the fair value, we consider our non-performance risk and that of our counterparties. At September 30, 2013, we had one 30-day forward contract outstanding that had an immaterial fair value.

The Company’s non-financial assets and non-financial liabilities subject to non-recurring measurements include goodwill and intangible assets. For the recurring fair value measure, contingent acquisition consideration, the Company estimated the fair value of the liability by judgmentally weighting the range of possible achievement of the criteria upon which the contingent consideration to be paid will be determined. The resulting estimated amount was then adjusted to its estimated net present value based upon a present value factor that was derived by applying a risk adjusted discount rate over the applicable contingency period.

7. Intangible Assets and Goodwill

Intangible assets consist of the following (dollar amounts in thousands):


	Life (Years)	September 30, 2013							December 31, 2012
	Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
Customer relationships	7-15	$	57,197	$	(40,947	)	$	16,250	$	57,040	$	(36,464	)	$	20,576
Acquired technology	8-15		51,120		(28,564	)		22,556		51,067		(25,108	)		25,959
Non-compete agreements	3-6		12,052		(11,856	)		196		12,016		(11,752	)		264
Trademarks			35,692		—			35,692		35,537		—			35,537
Domain names			4,400		—			4,400		4,400		—			4,400

Total		$	160,461	$	(81,367	)	$	79,094	$	160,060	$	(73,324	)	$	86,736

8. Debt

On July 13, 2011 the Company entered into a credit agreement with Wells Fargo Capital Finance, LLC, or the Credit Facility, which provides the Company with a five-year, $120.0 million secured revolving credit facility. Borrowings under the Credit Facility bear interest at a variable rate based upon, at the Company’s option, either LIBOR or the base rate (which is the highest of (i) the prime rate, (ii) 0.5% plus the overnight federal funds rate, and (iii) 1.0% in excess of the three-month LIBOR rate), plus in each case, an applicable margin. The applicable margin for LIBOR loans, based on the applicable leverage ratio, is either 2.25% or 2.50% per annum, and the applicable margin for base rate loans, based on the applicable leverage ratio, is either 1.25% or 1.50% per annum. At September 30, 2013 our rate, inclusive of applicable margins, was 4.5% for prime. At September 30, 2013, the Company had no outstanding debt under the Credit Facility. The Company is required to pay an unused line fee equal to 0.375% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of credit, if any. Such fees are included in interest expense in the accompanying condensed consolidated statements of income. The Credit Facility

contains financial covenants which include (i) a maximum ratio of consolidated total debt to consolidated adjusted EBITDA of 3.00:1.00, and (ii) a minimum consolidated fixed charge coverage ratio of 1.25:1.00. Adjusted EBITDA, under the Credit Facility, is defined as consolidated net earnings (or loss), plus net interest expense, income taxes, depreciation and amortization and share based compensation expense, plus acquisition expenses not to exceed $2.0 million, plus restructuring, issuance costs, cash non-operating costs and other expenses or losses minus cash non-operating gains and other non-cash gains; provided however that the aggregate of all cash non-operating expense shall not exceed $250 thousand and all such fees, costs and expenses shall not exceed $1.5 million on a trailing twelve months basis. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the Credit Facility to declare all amounts borrowed under the Credit Facility, together with accrued interest and fees, to be immediately due and payable. In addition, the Credit Facility is secured by substantially all of our assets and places limits on the Company’s and its subsidiaries’ ability to incur debt or liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, engage in mergers, acquisitions and asset sales, transact with affiliates and alter its business. We were in compliance with all covenants under our Credit Facility as of September 30, 2013.

9. Defined Benefit Pension Plan

Our German subsidiary maintains an unfunded defined benefit pension plan which covers substantially all employees who joined the company prior to the plan’s closure to new participants in 2006. Participants are entitled to benefits in the form of retirement, disability and surviving dependent pensions. Benefits generally depend on years of service and the salary of the employees.

The components of net periodic benefit cost included in the accompanying condensed consolidated statements of income were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Service cost	$	30	$	21	$	89	$	62
Interest cost		40		44		119		132

Net periodic benefit cost	$	70	$	65	$	208	$	194

10. Income Taxes

A reconciliation of income taxes computed at federal statutory rates to income tax expense is as follows (dollar amounts in thousands):


	Three Months Ended September 30,
	2013					2012
Provision for income taxes at statutory rate	$	3,885		35.0	%	$	4,157		35.0	%
State and local income taxes, net of federal tax benefit		209		1.9	%		181		1.5	%
Stock compensation		71		0.6	%		79		0.7	%
Research credits		(47	)	(0.4	)%		—		—
Effect of rate changes on deferred taxes		17		0.2	%		33		0.3	%
Reversal of reserve for income taxes		(89	)	(0.8	)%		(383	)	(3.2	)%
Disqualifying dispositions on incentive stock options		(19	)	(0.2	)%		(42	)	(0.4	)%
Other, net		10		0.1	%		(139	)	(1.2	)%

Reported income tax provision	$	4,037		36.4	%	$	3,886		32.7	%


	Nine Months Ended September 30,
	2013					2012
Provision for income taxes at statutory rate	$	12,445		35.0	%	$	11,456		35.0	%
State and local income taxes, net of federal tax benefit		578		1.6	%		468		1.4	%
Stock compensation		211		0.6	%		213		0.7	%
Research credits		(424	)	(1.2	%)		—		—
Effect of rate changes on deferred taxes		17		—			161		0.5	%
Reversal of reserve for income taxes		(79	)	(0.2	)%		(383	)	(1.2	)%
Disqualifying dispositions on incentive stock options		(200	)	(0.6	)%		(121	)	(0.4	)%
Other, net		19		0.1	%		(188	)	(0.5	)%

Reported income tax provision	$	12,567		35.3	%	$	11,606		35.5	%

At September 30, 2013, the reserve for uncertain tax positions was approximately $4.9 million. Of this amount, $3.7 million was recorded as a reduction of deferred tax assets and $1.2 million was classified as long term liabilities. At December 31, 2012, the reserve for uncertain tax positions was approximately $4.7 million, which is classified as long term liabilities. Of this amount, $3.7 million was recorded as a reduction of deferred tax assets and $1.0 million was classified as long term liabilities.

11. Net Income Per Share

Basic and diluted earnings per share are computed pursuant to the two-class method. The two-class method determines earnings per share for each class of common stock and participating security according to their respective participation rights in undistributed earnings. Unvested restricted stock awards granted to employees are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock. In accordance with ASC Topic No. 260, Earnings Per Share, diluted net income per share is calculated using the more dilutive of the following two approaches:

Assume exercise of stock options and vesting of restricted stock using the treasury stock method.

Assume exercise of stock options using the treasury stock method, but assume participating securities (unvested restricted stock) are not vested and allocate earnings to common shares and participating securities using the two-class method.

For all periods presented, the treasury stock method was used in the computation of diluted net income per share, as the result was more dilutive. The following presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share (in thousands, except share and per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Numerator:
Net income, as reported	$	7,064		$	7,990		$	22,991		$	21,125
Less: net income attributable to participating securities		(114	)		(133	)		(383	)		(346	)

Net income available to common shareholders—basic and diluted	$	6,950		$	7,857		$	22,608		$	20,779

Denominator:
Basic:
Weighted-average shares of common stock outstanding		38,919,553			36,936,791			38,368,929			36,822,423
Less: weighted-average shares of unvested restricted common stock outstanding		(642,663	)		(613,235	)		(651,046	)		(604,473	)

Weighted-average number of common shares used in computing basic net income per common share		38,276,890			36,323,556			37,717,883			36,217,950

Net income per share applicable to common shareholders—basic	$	0.18		$	0.22		$	0.60		$	0.57


	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Diluted:
Weighted-average shares of common stock outstanding		38,919,553			36,936,791			38,368,929			36,822,423
Less: weighted-average shares of unvested restricted common stock outstanding		(642,663	)		(613,235	)		(651,046	)		(604,473	)
Weighted-average number of common shares issuable upon exercise of outstanding stock options, based on the treasury stock method		1,164,688			1,169,883			1,283,758			1,252,747
Weighted-average number of restricted stock outstanding, based on the treasury stock method		215,896			126,830			204,274			129,751

Weighted-average number of common shares used in computing diluted net income per common share		39,657,474			37,620,269			39,205,915			37,600,448

Net income per share applicable to common shareholders—diluted	$	0.18		$	0.21		$	0.58		$	0.55

The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Options		456,627		1,937,631		363,137		1,818,198
Unvested restricted stock		2,022		—		23,175		1,861

12. Share Based Compensation

We account for share based compensation in accordance with ASC Topic No. 718, Compensation—Stock Compensation , which requires the measurement of compensation costs at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest. The following presents the impact of share based compensation expense on our condensed consolidated statements of income (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Marketing and selling	$	1,003	$	745	$	2,753	$	2,346
Research and development		501		390		1,405		1,215
General and administrative		655		531		1,836		1,739

Total share based compensation	$	2,159	$	1,666	$	5,994	$	5,300

As of September 30, 2013, the Company had $16.3 million of unrecognized compensation expense, which is net of expected forfeitures, related to employees and directors’ unvested stock options and restricted stock awards that are expected to be recognized over a weighted average period of 2.1 years.

13. Segment Reporting

We view our operations and manage our business as one segment: the development, marketing and licensing of technologies and fonts. Factors used to identify our single segment include the financial information available for evaluation by our chief operating decision maker in making decisions about how to allocate resources and assess performance. While our technologies and services are sold into two principal markets, Creative Professional and OEM, expenses and assets are not formally allocated to these market segments, and operating results are assessed on an aggregate basis to make decisions about the allocation of resources. The following table presents revenue for these two major markets (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Creative Professional	$	16,449	$	13,702	$	46,435	$	36,954
OEM		24,019		24,280		77,157		73,873

Total	$	40,468	$	37,982	$	123,592	$	110,827

Geographic segment information

The Company attributes revenues to geographic areas based on the location of our subsidiary receiving such revenue. For example, licenses may be sold to large international companies which may be headquartered in Korea, but the sales are received and recorded by our subsidiary located in the United States. In this example, the revenue would be reflected in the United States totals in the table below. We market our products and services through offices in the U.S., United Kingdom, Germany, Hong Kong, Korea and Japan. The following summarizes revenue by location:


	Three Months Ended September 30,
	2013					2012
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	21,405		52.9	%	$	20,045		52.8	%
Asia		11,781		29.1			11,511		30.3
United Kingdom		2,223		5.5			1,066		2.8
Germany		5,059		12.5			5,360		14.1

Total	$	40,468		100.0	%	$	37,982		100.0	%


	Nine Months Ended September 30,
	2013					2012
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	68,911		55.7	%	$	57,963		52.2	%
Asia		36,334		29.4			33,982		30.7
United Kingdom		5,168		4.2			3,740		3.4
Germany		13,179		10.7			15,142		13.7

Total	$	123,592		100.0	%	$	110,827		100.0	%

Long-lived assets, which include property and equipment, goodwill and intangibles assets, but exclude other assets, long-term investments and deferred tax assets, are attributed to geographic areas in which Company assets reside and is shown below (in thousands):


	September 30, 2013		December 31, 2012
Long-lived assets:
United States	$	193,773	$	200,804
Asia		3,466		3,438
United Kingdom		4,897		5,130
Germany		55,330		54,245

Total	$	257,466	$	263,617

14. Commitments and Contingencies

Legal Proceedings

From time to time, we may be a party to various claims, suits and complaints. We are not currently a party to any legal proceedings that, if determined adversely to us, would have a material adverse effect on our business, results of operations or financial condition.

Licensing Warranty

Under our standard license agreement with our OEM customers, we warrant that the licensed technologies are free of infringement claims of intellectual property rights and will meet the specifications as defined in the licensing agreement for a specified period, typically one year. Under the licensing agreements, liability for such indemnity obligations is limited, generally to the total arrangement fee; however, exceptions have been made on a case-by-case basis, increasing the maximum potential liability to agreed upon amounts at the time the contract is entered into. We have never incurred costs payable to a customer or business partner to defend lawsuits or settle claims related to these warranties, and as a result, management believes the estimated fair value of these warranties is minimal. Accordingly, there are no liabilities recorded for these warranties as of September 30, 2013 and December 31, 2012.

15. Subsequent Events

On October 23, 2013 the Company’s Board of Directors declared a $0.06 per share quarterly cash dividend on our outstanding common stock. The record date is set for January 2, 2014 and the dividend is payable to shareholders of record on January 22, 2014. Dividends are declared at the discretion of the Company’s Board of Directors and depend on actual cash from operations, the Company’s financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant. Future dividend declarations, as well as the record and payment dates for such dividends, will be determined by the Company’s Board of Directors on a quarterly basis.

On October 23, 2013, the Company’s Board of Directors approved a share repurchase program of up to $50.0 million of the Company’s outstanding shares of common shares over the next two years. Intended to offset shareholder dilution, the Company expects purchases under the program will be made periodically, on the open market as business and market conditions warrant. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time.

On October 28, 2013 the Company amended its credit agreement with Wells Fargo Capital Finance, LLC to reduce the applicable margin for LIBOR loans, based on the applicable leverage ratio, by 75 basis points to either 1.50% or 2.0% per annum from 2.25% or 2.5% per annum, and the applicable margin for base rate loans, based on the applicable leverage ratio, by 75 basis points to either 0.5% or 1.0% per annum from 1.25% or 1.50% per annum.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements and Projections

This Quarterly Report on Form 10-Q contains forward looking statements. Forward looking statements relate to future events or our future financial performance. We generally identify forward looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward looking statements is subject to risks, uncertainties and other factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Accordingly, you should not rely upon forward looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. The forward looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Overview

We are a leading provider of type, technology and expertise for creative applications and consumer electronics, or CE, devices. Our software technologies have been widely deployed across, and embedded in a range of CE devices, including laser printers, digital copiers, mobile phones, e-book readers, tablets, automotive displays, digital cameras, navigation devices, digital televisions, set-top boxes and consumer appliances, as well as in numerous software applications and operating systems. In the laser printer market, we have worked together with industry leaders for over 20 years to provide critical components embedded in printing standards. The Company also provides printer drivers, page description language interpreters, printer user interface technology and color imaging solutions to printer manufacturers and OEMs (original equipment manufacturers). Our scaling, compression, text layout, printer driver and color technologies solve critical text imaging issues for CE device manufacturers by rendering high quality text on low resolution and memory constrained CE devices. We offer more than 18,000 typeface designs, and include some of the world’s most widely used designs, such as the Times New Roman ^® , Helvetica ^® , ITC Franklin Gothic™ and Droid™ typefaces, and support more than 200 Latin and non-Latin languages. Our e-commerce websites, including myfonts.com, fonts.com and linotype.com, which attracted more than 68 million visits in 2012 from over 200 countries and territories, offer thousands of high-quality font products, in some cases more than 150,000, including our own fonts from the Monotype Libraries as well as fonts from third parties.

Sources of Revenue

We derive revenue from two principal sources: licensing our fonts to creative and business professionals, which we refer to as our Creative Professional revenue, and licensing our text imaging solutions to CE device manufacturers and independent software vendors, which we refer to as our OEM revenue. We derive our Creative Professional revenue primarily from multinational corporations, graphic designers, media organizations, advertisers, printers and publishers. We derive our OEM revenue primarily from CE device manufacturers. Some of our revenue streams, particularly project-related revenue, have historically been and we expect them to continue to be in the future, more susceptible to weakening economic conditions.


	Three Months Ended September 30,
	2013					2012
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	21,405		52.9	%	$	20,045		52.8	%
Asia		11,781		29.1			11,511		30.3
United Kingdom		2,223		5.5			1,066		2.8
Germany		5,059		12.5			5,360		14.1

Total	$	40,468		100.0	%	$	37,982		100.0	%


	Nine Months Ended September 30,
	2013					2012
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	68,911		55.7	%	$	57,963		52.2	%
Asia		36,334		29.4			33,982		30.7
United Kingdom		5,168		4.2			3,740		3.4
Germany		13,179		10.7			15,142		13.7

Total	$	123,592		100.0	%	$	110,827		100.0	%

For the three months ended September 30, 2013 and 2012, sales by our subsidiaries located outside the United States comprised 47.1% and 47.2%, respectively, of our total revenue. For the nine months ended September 30, 2013 and 2012, sales by our subsidiaries located outside the United States comprised 44.3% and 47.8%, respectively, of our total revenue. In the nine months ended September 30, 2013, U.S. revenue, as a percent of total revenue, increased due to the addition of revenue from our acquisition of Bitstream on March 19, 2012.We expect that sales by our international subsidiaries will continue to represent a substantial portion of our revenue for the foreseeable future. Future international revenue will depend on the continued use and expansion of our text imaging solutions worldwide.

We derive a significant portion of our OEM revenue from a limited number of customers, in particular manufacturers of laser printers and consumer electronics. For the three months ended September 30, 2013 and 2012, our top ten licensees by revenue, all of which are OEM customers, accounted for approximately 36.1% and 40.5% of our total revenue, respectively. For the nine months ended September 30, 2013 and 2012, our top ten licensees by revenue, all of which are OEM customers, accounted for approximately 37.6% and 42.3% of our total revenue, respectively. Although no one customer accounted for more than 10% of our total revenue for the three or nine months ended September 30, 2013 or 2012, if we are unable to maintain relationships with major customers or establish relationships with new customers, our licensing revenue will be adversely affected.

Creative Professional Revenue

Our Creative Professional revenue is derived from font licenses, font related services and from custom font design services. We license fonts directly to end-users through our e-commerce websites, via telephone, email and indirectly through third-party resellers. Font related services refer to our web font services and the web design tools from our latest acquisition, Design by Front. We also license fonts and provide custom font design services to graphic designers, advertising agencies, media organizations and corporations. We refer to direct, indirect and custom revenue, as non-web revenue, and refer to revenue that is derived from our websites, as web revenue.

Revenue from font licenses to our e-commerce customers is recognized upon payment by the customer and electronic shipment of the software embodying the font. Revenue from font licenses to other customers is recognized upon shipment of the software embodying the font and when all other revenue recognition criteria have been met. Revenue from resellers is recognized upon

notification from the reseller that our font product has been licensed and when all other revenue recognition criteria have been met. Custom font design services revenue is generally recognized upon delivery. Font related service revenue is mainly subscription based and, from time to time, it may contain software as a service. The subscription revenue is recognized ratably over the subscription period. Web server and commercial rights to online fonts is recurring revenue and is recognized upon invoicing and proof of font delivery, when all other revenue recognition criteria have been met. Contract accounting is used where services are deemed essential to the software.

OEM Revenue

Our OEM revenue is derived substantially from per-unit royalties received for printer imaging and printer driver, or printer products, and display imaging products. Under our licensing arrangements we typically receive a royalty for each product unit incorporating our text imaging solutions that is shipped by our OEM customers. We also receive OEM revenue from fixed fee licenses with certain of our OEM customers. Fixed fee licensing arrangements are not based on units the customer ships, but instead, customers pay us on a periodic basis for use of our typefaces and technology. Although significantly less than royalties from per-unit shipments and fixed fees from OEM customers, we also receive revenue from software application and operating systems vendors, who include our typefaces and technology in their products, and for font development. Many of our per-unit royalty licenses continue for the duration that our OEM customers ship products that include our technology, unless terminated for breach. Other licenses have terms that typically range from three to five years, and usually provide for automatic or optional renewals. We recognize revenue from per-unit royalties in the period during which we receive a royalty report from a customer, typically one quarter after royalty-bearing units are shipped, as we do not have the ability to estimate the number of units shipped by our customers. Revenue from fixed fee licenses is generally recognized when it is billed to the customer, so long as the product has been delivered, the license fee is fixed and non-refundable and collection is probable. OEM revenue also includes project-related agreements for which contract accounting may be used.

Cost of Revenue

Our cost of revenue consists of font license fees that we pay on certain fonts that are owned by third parties, allocated internal engineering expense and overhead costs directly related to custom design services. License fees that we pay to third parties are typically based on a percentage of our OEM and Creative Professional revenue and do not involve minimum fees. Our cost of OEM revenue is typically lower than our cost of creative professional revenue because we own a higher percentage of the fonts licensed to our OEM customers, provide value-added technology and have negotiated lower royalty rates on the fonts we license from third parties because of volume. The cost of our custom design service revenue is substantially higher than the cost of our other revenue and, as a result, our gross margin varies from period-to-period depending on the level of custom design revenue recorded.

Cost of revenue also includes amortization of acquired technology, which we amortize over 8 to 15 years. For purposes of amortizing acquired technology we estimate the remaining useful life of the technology based upon various considerations, including our knowledge of the technology and the way our customers use it. We use the straight-line method to amortize our acquired technology. There is no reliable evidence to suggest that we should expect any other pattern of amortization than an even pattern, and we believe this best reflects the expected pattern of economic usage.

Gross Profit

Our gross profit percentage is influenced by a number of factors including product mix, pricing and volume at any particular time. However, our cost of OEM revenue is typically lower than our cost of Creative Professional revenue because we own a higher percentage of the fonts licensed to our OEM customers, provide value-added technology and have negotiated lower royalty rates on the fonts we license from third parties because of volume. Within our Creative Professional business, the cost of our custom design service revenue is substantially higher than the cost of our other revenue. As a result, our gross profit varies from period-to-period depending on the mix between, and within, Creative Professional and OEM revenue.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP and our discussion and analysis of our financial condition and results of operations requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates.

There has been no material change in our critical accounting policies since December 31, 2012. Information about our critical accounting policies may be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies,” of our Annual Report on Form 10-K for the year ended December 31, 2012.

Results of Operations for the Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

The following table sets forth items in the condensed consolidated quarterly statement of income as a percentage of sales for the periods indicated:


	Three Months Ended September 30,
	2013			2012
Revenue:
Creative Professional		40.6	%		36.1	%
OEM		59.4			63.9

Total revenue		100.0			100.0
Cost of revenue		14.7			14.3
Cost of revenue—amortization of acquired technology		2.8			2.8

Total cost of revenue		17.5			17.1

Gross profit		82.5			82.9
Marketing and selling		26.3			22.7
Research and development		11.5			12.2
General and administrative		12.1			11.5
Amortization of other intangible assets		3.7			3.7

Total operating expenses		53.6			50.1

Income from operations		28.9			32.8
Interest expense, net		0.7			1.2
Loss on foreign exchange		0.2			—
Loss on derivatives		0.5			0.2
Other expense, net		—			0.1

Total other expense		1.4			1.5
Income before provision for income taxes		27.5			31.3
Provision for income taxes		10.0			10.3

Net income		17.5	%		21.0	%

Sales by Segment. We view our operations and manage our business as one segment: the development, marketing and licensing of technologies and fonts. Factors used to identify our single segment include the financial information available for evaluation by our chief operating decision maker in making decisions about how to allocate resources and assess performance. While our technologies and services are sold to customers in two principal markets (Creative Professional and CE device manufacturers and independent software vendors, together OEM), expenses and assets are not formally allocated to these markets, and operating results are assessed on an aggregate basis to make decisions about the allocation of resources.

The following table presents revenue for these two principal markets (in thousands):


	Three Months Ended September 30,				Increase / (Decrease)
	2013		2012
Creative Professional	$	16,449	$	13,702	$	2,747
OEM		24,019		24,280		(261	)

Total revenue	$	40,468	$	37,982	$	2,486

Revenue

Revenue was $40.5 million and $38.0 million for the three months ended September 30, 2013 and 2012, respectively, an increase of $2.5 million, or 6.5%.

Creative Professional revenue increased $2.7 million, or 20.0%, to $16.4 million in the three months ended September 30, 2013, as compared to $13.7 million in the three months ended September 30, 2012, mainly due to an increase in web revenue. Web revenue increased $2.3 million, primarily due to the volume of sales on our websites, which includes increased sales of our web font services. In addition, direct revenue increased, mainly the result of increased sales of our web font services to enterprise customers. These increases were partially offset by a decrease in custom revenue, due to the timing of custom work, in the third quarter of 2013, as compared to the same period in 2012.

OEM revenue was $24.0 million and $24.3 million for the three months ended September 30, 2013 and 2012, respectively, a decrease of $0.3 million, or 1.1%, mainly due to a decrease in display imaging revenue. Display imaging revenue decreased in the three months ended September 30, 2013, as compared to the same period in 2012, primarily due to the timing of revenue from our independent software vendor customers. This decrease was partially offset by an increase in printer product revenue from per unit royalty arrangements with our existing OEM customers.

Cost of Revenue and Gross Profit

Cost of revenue, excluding amortization of acquired technology, was $5.9 million and $5.4 million for the three months ended September 30, 2013 and 2012, respectively, an increase of $0.5 million or 9.4%. As a percentage of total revenue, cost of revenue, excluding amortization of acquired technology, was 14.7% and 14.3% in the three months ended September 30, 2013 and 2012, respectively. We expect our cost of revenue, excluding amortization of acquired technology, to fluctuate as a percentage of revenue from period to period due to variations in product mix.

The portion of cost of revenue consisting of amortization of acquired technology was unchanged at $1.1 million for the three months ended September 30, 2013 and 2012, respectively.

Gross profit was 82.5% of sales in the three months ended September 30, 2013, as compared to 82.9% in the three months ended September 30, 2012, a decrease of 0.4 percentage points, primarily due to product mix as described above.

Operating Expenses

Marketing and Selling. Marketing and selling expense increased $2.0 million, or 23.4% to $10.6 million in the three months ended September 30, 2013, as compared to $8.6 million in the three months ended September 30, 2012. Personnel expenses increased $0.7 million, in the third quarter of 2013, as compared to the same period in 2012, mainly a result of increased headcount from our acquisition of Design by Front in October 2012, annual salary increases and increased share based compensation expense. Increased discretionary spending, such as website design work, targeted advertising and branding related expenses, contributed $0.8 million to the increase in the three months ended September 30, 2013, as compared to the same period in 2012. Other expenses increased $0.4 million in the three months ended September 30, 2013, as compared to the same period in 2012, such as processing fees on web sales and travel related expenses.

Research and Development. Research and development expense was $4.7 million and $4.6 million in the three months ended September 30, 2013 and 2012, respectively, an increase of $0.1 million or 0.8%.

General and Administrative. General and administrative expense was $4.9 million and $4.4 million in the three months ended September 30, 2013 and 2012, respectively, an increase of $0.5 million, or 12.3%. Personnel and personnel related expenses increased $0.3 million in the three months ended September 30, 2013, as compared to the same period in 2012, mainly due to increased share based compensation. In addition legal and other consulting services increased $0.2 million in the third quarter of 2013, as compared to the same period in 2012.

Amortization of Other Intangible Assets. Amortization of other intangible assets was $1.5 million and $1.4 million for the three months ended September 30, 2013 and 2012, respectively, an increase of $0.1 million or 6.1%.

Interest Expense, Net

Interest expense, net of interest income decreased $0.2 million, or 41.0%, to $0.3 million in the three months ended September 30, 2013, as compared to $0.5 million in the three months ended September 30, 2012, mainly due to differences in our debt balance. The majority of the interest expense in the three months ended September 30, 2013 was related to the unused line fee in connection with our Credit Facility, as there have been no borrowings under our Credit Facility since May 2013. By contrast, interest expense in the same period in 2012 related mainly to outstanding debt. The average balance of total debt outstanding in the three months ended September 30, 2012 was $37.3 million.

Loss on Foreign Exchange

Losses on foreign exchange were $0.1 million and $24 thousand in the three months ended September 30, 2013 and 2012, respectively. The loss in the three months ended September 30, 2013 was the result of currency fluctuations on our foreign denominated receivables and payables. The loss in the three months ended September 30, 2012 resulted primarily from our Euro denominated intercompany note. The intercompany note was fully repaid in December 2012.

Loss (Gain) on Derivatives

Loss on derivatives was $0.2 million and $65 thousand in the three months ended September 30, 2013 and 2012, respectively, due to changes in the market value of our currency derivative contracts. In the third quarter of 2013, the loss related to short term forward contracts, and in the same period in 2012, the loss was due to a currency swap contract, that expired in December 2012.

Provision for Income Taxes

During the three months ended September 30, 2013 and 2012, our effective tax rate was 36.4% and 32.7%, respectively. During the third quarter of 2012, the effective tax rate included a 3.2% decrease due to the reversal of reserves for income taxes, as compared to 0.8% in the third quarter of 2013. Additionally, the third quarter of 2012 included a 1.2% decrease for various items, including the Company’s accrual to return adjustments, which were a 0.1% decrease in the same period in 2013.

Results of Operations for the Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

The following table sets forth items in the condensed consolidated year-to-date statement of income as a percentage of sales for the periods indicated:


	Nine Months Ended September 30,
	2013			2012
Revenue:
Creative Professional		37.6	%		33.3	%
OEM		62.4			66.7

Total revenue		100.0			100.0
Cost of revenue		14.5			13.7
Cost of revenue—amortization of acquired technology		2.8			2.7

Total cost of revenue		17.3			16.4

Gross profit		82.7			83.6
Marketing and selling		25.0			24.0
Research and development		11.8			12.2
General and administrative		11.8			12.6
Amortization of other intangible assets		3.6			3.7

Total operating expenses		52.2			52.5

Income from operations		30.5			31.1
Interest expense, net		0.8			1.3
Loss on foreign exchange		0.8			0.3
Loss (gain) on derivatives		0.2			—
Other expense (income), net		—			—

Total other expense		1.8			1.6
Income before provision for income taxes		28.7			29.5
Provision for income taxes		10.1			10.4

Net income		18.6	%		19.1	%

Sales by Segment. The following table presents revenue for these two principal markets (in thousands):


	Nine Months Ended September 30,				Increase
	2013		2012
Creative Professional	$	46,435	$	36,954	$	9,481
OEM		77,157		73,873		3,284

Total revenue	$	123,592	$	110,827	$	12,765

Revenue

Revenue was $123.6 million and $110.8 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $12.8 million, or 11.5%.

Creative Professional revenue increased $9.5 million, or 25.7%, to $46.4 million for the nine months ended September 30, 2013, as compared to $37.0 million in the same period in 2012, primarily due to an increase in web revenue. Web revenue increased $9.6 million mainly due to a full nine months of Bitstream revenue in 2013 following its acquisition in March 2012, together with increased sales of our web font services. Direct revenue also increased primarily due to the result of increased sales of our web font services to enterprise customers. The increases were partially offset by a decrease in custom revenue, due to the timing of custom work in the nine months ended September 30, 2013, as compared to the same period in 2012.

OEM revenue was $77.2 million and $73.9 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $3.3 million, or 4.4%, mainly due to increased revenue from per unit royalty arrangements with our printer and display imaging based OEM customers.

Cost of Revenue and Gross Profit

Cost of revenue, excluding amortization of acquired technology, was $18.0 million and $15.2 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $2.8 million, or 18.4%. As a percentage of total revenue, cost of revenue, excluding amortization of acquired technology, was 14.5% and 13.7% in the nine months ended September 30, 2013 and 2012, respectively. The increase in cost of revenue, excluding amortization of acquired technology, was due to variations in product mix resulting from the acquisition of Bitstream in March 2012. Bitstream’s web business sells a higher proportion of third party fonts, which carry a higher cost of revenue. In the nine months ended September 30, 2013 there was a full nine months of Bitstream’s web revenue, as compared to the same period in 2012, which included less than seven months of Bitstream revenue.

Amortization of acquired technology increased $0.4 million, or 15.3%, to $3.4 million for the nine months ended September 30, 2013, as compared to $3.0 million for the same period in 2012, the result of our acquisitions of Bitstream and Design by Front.

Gross profit decreased 0.9% of sales to 82.7% in the nine months ended September 30, 2013, as compared to 83.6% in the nine months ended September 30, 2012, primarily due to product mix resulting from our acquisition of Bitstream.

Operating Expenses

Marketing and Selling. Marketing and selling expense increased $4.3 million, or 16.3%, to $30.9 million in the nine months ended September 30, 2013, as compared to $26.6 million in the same period in 2012. Personnel expenses increased $1.4 million, mainly the result of a full nine months of Bitstream and Design by Front personnel, annual salary increases and increased share based compensation in 2013, as compared to the same period in 2012. Increased discretionary spending, such as website design work, targeted advertising and branding related expenses, contributed $1.4 million to the increase in the nine months ended September 30, 2013, as compared to the same period in 2012. Various expenses, mainly related to the increased volume of sales, such as processing fees and other charges on web sales, contributed $0.8 million to the increase period over period. Other increased discretionary spending on travel and increased facilities expense contributed $0.5 million to the overall increase in the nine months ended September 30, 2013, as compared to the same period in 2012.

Research and Development. Research and development expense was $14.5 million and $13.5 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $1.0 million, or 7.2%. The increase consists mainly of additional personnel, travel and facilities expenses resulting from a full nine months of Bitstream in the nine months ended September 30, 2013, as compared to the same period in 2012.

General and Administrative. General and administrative expense was $14.6 million and $14.0 million in the nine months ended September 30, 2013 and 2012, respectively, an increase of $0.6 million or 4.3%, primarily due to personnel expenses. Personnel expenses increased $0.5 million, mainly due to annual salary increases and increased share based compensation expense in the nine months ended September 30, 2013, as compared to the same period in 2012.

Amortization of Other Intangible Assets. Amortization of other intangible assets was $4.5 million and $4.1 million for the nine months ended September 30, 2013 and 2012, respectively, an increase of $0.4 million, or 10.1%, mainly due to our acquisitions of Bitstream and Design by Front.

Interest Expense, Net

Interest expense, net of interest income, decreased $0.4 million, or 31.1%, to $1.0 million for the nine months ended September 30, 2013, as compared to $1.4 million for the nine months ended September 30, 2012. The decrease in interest expense was the result of lower average total debt outstanding in the nine months ended September 30, 2013, as compared to the same period in 2012. The average debt balance in the nine months ended September 30, 2013 was $6.1 million, as compared to $40.7 million in the same period in 2012. Borrowings under our credit facility were repaid in full in May 2013.

Loss on Foreign Exchange

Losses on foreign exchange were $0.9 million and $0.3 million for the nine months ended September 30, 2013 and 2012, respectively. The loss in the nine months ended September 30, 2013 was the result of currency fluctuations. The loss in the nine months ended September 30, 2012 primarily resulted from our Euro denominated intercompany note, which was repaid in December 2012.

Loss (Gain) on Derivatives

Loss (gain) on derivatives was a loss of $0.2 million for the nine months ended September 30, 2013, as compared to a gain of $14 thousand for the nine months ended September 30, 2012, the net result of different derivative contracts. In the nine months ended September 30, 2013, the loss relates to a short term forward contract that was used to mitigate currency risk. In the nine months ended September 30, 2012, the interest rate swap loss of $26 thousand was offset by a gain on the currency swap of $40 thousand. The interest rate swap matured in July 2012 and the currency swap contract matured in December 2012.

Provision for Income Taxes

Our effective tax rate was 35.3% and 35.5% for the nine months ended September 30, 2013 and 2012, respectively. During the nine months ended September 30, 2013, the effective tax rate included a 1.2% benefit for research credits. The research credit was not available in the nine months ended September 30, 2012, due to scheduled expiration of such credits under the Internal Revenue Code. This decrease was partially offset by a 1.0% increase due to the reversal of reserve for income taxes, as compared to the same period in 2012.

Liquidity and Capital Resources

Cash Flows for the Nine Months Ended September 30, 2013 and 2012

Since our inception, we have financed our operations primarily through cash from operations, private and public stock sales and long-term debt arrangements, as described below. We believe our existing cash and cash equivalents, our cash flow from operating activities and available bank borrowings will be sufficient to meet our anticipated cash needs for at least the next twelve months. At September 30, 2013, our principal sources of liquidity were cash and cash equivalents totaling $64.3 million and a $120.0 million revolving credit facility, of which there were no outstanding borrowings at September 30, 2013. Our future working capital requirements will depend on many factors, including the operations of our existing business, our potential strategic expansion and future acquisitions we might undertake. To the extent that our cash and cash equivalents, our current debt arrangements and our cash flow from operating activities are insufficient to fund our future activities, we may need to raise additional funds through bank credit arrangements or public or private equity or debt financings.

The following table presents our cash flows from operating activities, investing activities and financing activities for the periods presented (in thousands):


	Nine Months Ended September 30,
	2013			2012
Net cash provided by operating activities	$	36,026		$	36,444
Net cash used in investing activities		(1,445	)		(50,286	)
Net cash used in financing activities		(9,547	)		(2,024	)
Effect of exchange rates on cash and cash equivalents		(39	)		4

Increase (decrease) in cash and cash equivalents	$	24,995		$	(15,862	)

Operating Activities

Significant variations in operating cash flows may occur because, from time-to-time, our customers make prepayments against future royalties. Prepayments may be required under the terms of our license agreements and are occasionally made on an elective basis and often cause large fluctuations in accounts receivable and deferred revenue. The timing and extent of such prepayments significantly impacts our cash balances.

We generated $36.0 million in cash from operations during the nine months ended September 30, 2013. Net income after adjusting for depreciation and amortization, loss on retirement of fixed assets, amortization of deferred financing costs, amortization of imputed interest, share based compensation, excess tax benefit on stock options, provision for doubtful accounts, deferred income taxes and unrealized currency loss on foreign denominated intercompany transactions generated $37.7 million in cash. Increased deferred revenue and accounts receivable used $1.9 million in cash, mainly due to timing of customer payments. Increases in accrued income taxes generated $1.1 million in cash. Increases in prepaid expenses and other assets and decreases in accrued expense and other liabilities, net of increased accounts payable used $0.8 million in cash.

We generated $36.4 million in cash from operations during the nine months ended September 30, 2012. Net income, after adjusting for depreciation and amortization, amortization of deferred financing costs, share based compensation, excess tax benefit on stock options, provision for doubtful accounts, deferred income taxes, unrealized currency gain on foreign denominated intercompany transactions, and unrealized loss on derivatives generated $36.1 million in cash. Increases in accrued income taxes, net of income tax refunds receivable, generated $1.3 million in cash. Decreases in accounts receivable balances generated $0.6 million in cash. Increases in prepaid expenses and other assets and decreases in accrued expense and other liabilities, net of increased accounts payable used $0.7 million in cash. Decreases in deferred revenue used $0.9 million in cash due mainly to increased sales.

Investing Activities

During the nine months ended September 30, 2013 we used $1.4 million in investing activities, mainly for the purchase of property and equipment. During the nine months ended September 30, 2012, we used $50.3 million in cash for investing activities, mainly as a result of our acquisition of Bitstream, which used a total of $49.1 million, net of cash acquired. We used $1.2 million in cash for the purchase of property and equipment, an exclusive license and other intangible assets during the nine months ended September 30, 2012.

Financing Activities

Cash used in financing activities for the nine months ended September 30, 2013 was $9.5 million. All outstanding borrowings against our revolving credit facility were repaid resulting in a $22.3 million use of cash and we paid cash dividends of $6.1 million. There was also a significant amount of employee stock option exercises during the nine months ended September 30, 2013, which resulted in $13.6 million in proceeds from the exercise of common stock options and the excess tax benefit on stock options provided $5.2 million.

Cash used in financing activities for the nine months ended September 30, 2012, was $2.0 million. Borrowings against our revolving Credit Facility amounted to $25.0 million to partially fund our acquisition of Bitstream, which was offset by $30.0 million in repayments during the nine months ended September 30, 2012. We received cash from exercises of stock options of $2.1 million and excess tax benefit on stock options provided $0.9 million.

Dividends

On July 25, 2013 our Board of Directors approved a $0.06 per share or $2.3 million, quarterly cash dividend on our outstanding common stock. The record date was October 1, 2013 and the dividend was paid to shareholders of record on October 21, 2013. We anticipate this to be a recurring quarterly dividend with future payments and record dates, subject to board approval. On October 23, 2013, the Company’s Board of Directors approved a $0.06 per share quarterly cash dividend on our outstanding common stock. The record date is set for January 2, 2014 and the dividend is payable to shareholders of record on January 22, 2014.

Credit Facility

On July 13, 2011 we entered into a five-year $120.0 million revolving credit facility, or the Credit Facility. Borrowings under the Credit Facility bear interest based on the leverage ratio at either (i) the prime rate plus 1.25%, as defined in the credit agreement, or (ii) LIBOR plus 2.25%. The Company is required to pay an unused line fee equal to 0.375% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of credit. As of September 30, 2013 our rate, inclusive of applicable margins, was 4.5% for prime and we had no outstanding debt under the Credit Facility. There are no required repayments. The Company, in accordance with the Credit Facility, is permitted to request that the Lenders, at their election, increase the secured credit facility to a maximum of $140.0 million.

In addition, the Credit Facility provides that we not exceed a maximum leverage ratio. The leverage ratio is defined as the ratio of aggregate outstanding indebtedness to trailing twelve months Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net earnings (or loss), plus net interest expense, income taxes, depreciation and amortization and share based compensation expense, plus restructuring, issuance costs, cash non-operating costs and other expenses or losses minus cash non-operating gains and other non-cash gains; provided however that the aggregate of all cash non-operating expense shall not exceed $250 thousand and all such fees, costs and expenses shall not exceed $1.5 million on a trailing twelve months basis.

Additional limits are imposed on acquisition related expenses. We also must maintain a minimum fixed charge ratio. As of September 30, 2013, the maximum leverage ratio permitted was 3.00:1.00 and our leverage ratio was 0.00:1.00 and the minimum fixed charge coverage ratio was 1.25:1.00 and our fixed charge ratio was 4.14:1.00. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the Credit Facility to declare all amounts borrowed under the Credit Facility, together with accrued interest and fees, to be immediately due and payable. In addition, the Credit Facility is secured by substantially all of our assets and places limits on the Company’s and its subsidiaries’ ability to incur debt or liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, engage in mergers, acquisitions and asset sales, transact with affiliates and alter its business.

The following table presents a reconciliation from net income, which is the most directly comparable GAAP operating performance measure, to EBITDA and from EBITDA to Adjusted EBITDA as defined in our credit facilities (in thousands):


	Three Months Ended September 30,					Nine Months Ended September 30,
	2013		2012			2013		2012
Net income	$	7,064	$	7,990		$	22,991	$	21,125
Provision for income taxes		4,037		3,886			12,567		11,606
Interest expense, net		266		451			992		1,439
Depreciation and amortization		3,017		2,838			9,036		7,985

EBITDA	$	14,384	$	15,165		$	45,586	$	42,155
Share based compensation		2,159		1,666			5,994		5,300
Non-cash add backs		—		162			—		461
Restructuring, issuance and cash non-operating costs ⁽²⁾		149		(140	)		319		(327	)
Acquisition expenses		—		—			—		476

Adjusted EBITDA ⁽¹⁾	$	16,692	$	16,853		$	51,899	$	48,065

(1)

Adjusted EBITDA is not a measure of operating performance under GAAP and should not be considered as an alternative or substitute for GAAP profitability measures such as income (loss) from operations and net income (loss). Adjusted EBITDA as an operating performance measure has material limitations since it excludes the statement of income impact of depreciation and amortization expense, interest expense, net, the provision (benefit) for income taxes and share based compensation and therefore does not represent an accurate measure of profitability, particularly in situations where a company is highly leveraged or has a disadvantageous tax structure. We have significant intangible assets and amortization expense is a meaningful element in our financial statements and therefore its exclusion from Adjusted EBITDA is a material limitation. We have had a significant amount of debt, and interest expense is a necessary element of our costs and therefore its exclusion from Adjusted EBITDA is a material limitation. We generally incur significant U.S. federal, state and foreign income taxes each year and the provision for income taxes is a necessary element of our costs and therefore its exclusion from Adjusted EBITDA is a material limitation. Share based compensation and the associated expense has a meaningful impact on our financial statements. Non-cash expenses, restructuring, issuance and cash non-operating expenses have a meaningful impact on our financial statements. Therefore, their exclusion from Adjusted EBITDA is a material limitation. As a result, Adjusted EBITDA should be evaluated in conjunction with net income for complete analysis of our profitability, as net income includes the financial statement impact of these items and is the most directly comparable GAAP operating performance measure to Adjusted EBITDA. As Adjusted EBITDA is not defined by GAAP, our definition of Adjusted EBITDA may differ from and therefore may not be comparable to similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that Adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

(2)	Permits an add-back of up to $250 thousand of cash non-operating expense, which is not to exceed $1.5 million when combined together with restructuring and issuance costs.

The Credit Facility also contains provisions for an increased interest rate during periods of default. We do not believe that these covenants will affect our ability to operate our business, and we were in compliance with the covenants under our Credit Facility as of September 30, 2013.

Non-GAAP Measures

In addition to Adjusted EBITDA as discussed above, we rely internally on certain measures that are not calculated according to GAAP. This non-GAAP measure is net adjusted EBITDA, which is defined as income (loss) from operations before depreciation, amortization of acquired intangible assets and share based compensation expenses. We use net adjusted EBITDA as a principal indicator of the operating performance of our business. We use net adjusted EBITDA in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our board of directors, determining bonus compensation for our employees based on operating performance and evaluating short-term and long-term operating trends in our operations. We believe that net adjusted EBITDA permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from period-to-period without direct correlation to underlying operating performance. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. We believe that trends in our net adjusted EBITDA may be valuable indicators of our operating performance.

The following table presents a reconciliation from income from operations, which is the most directly comparable GAAP operating financial measure, to net adjusted EBITDA as used by management (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Income from operations	$	11,689	$	12,449	$	37,675	$	34,476
Depreciation and amortization		3,017		2,838		9,036		7,985
Share based compensation		2,159		1,666		5,994		5,300

Net adjusted EBITDA ⁽¹⁾	$	16,865	$	16,953	$	52,705	$	47,761

(1)

Net adjusted EBITDA is not a measure of operating performance under GAAP and should not be considered as an alternative or substitute for GAAP profitability measures such as income (loss) from operations and net income (loss). Net adjusted EBITDA as an operating performance measure has material limitations since it excludes the statement of income impact of depreciation and amortization expense and share based compensation and therefore does not represent an accurate measure of profitability. We have significant intangible assets and amortization expense is a meaningful element in our financial statements and therefore its exclusion from net adjusted EBITDA is a material limitation. Share based compensation and the associated expense has a meaningful impact on our financial statements and therefore its exclusion from net adjusted EBITDA is a material limitation. As a result, net adjusted EBITDA should be evaluated in conjunction with income (loss) from operations for complete analysis of our profitability, as income (loss) from operations includes the financial statement impact of these items and is the most directly comparable GAAP operating performance measure to net adjusted EBITDA. As net adjusted EBITDA is not defined by GAAP, our definition of net adjusted EBITDA may differ from and therefore may not be comparable to similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that net adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

In our quarterly earnings press releases and conference calls, in addition to Adjusted EBITDA and net adjusted EBITDA as discussed above, we discuss a key measure that is not calculated according to GAAP. This non-GAAP measure is non-GAAP earnings per diluted share, which is defined as earnings per diluted share before amortization of acquired intangible assets and share based compensation expenses. We use non-GAAP earnings per diluted share as one of our principal indicators of the operating performance of our business. We use non-GAAP earnings per diluted share in internal forecasts, supplementing the financial results and forecasts reported to our board of directors and evaluating short-term and long-term operating trends in our operations. We believe that non-GAAP earnings per diluted share permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from period-to-period without direct correlation to underlying operating performance. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. We believe that trends in our non-GAAP earnings per diluted share may be valuable indicators of our operating performance.

The following table presents a reconciliation from earnings per diluted share, which is the most directly comparable GAAP measure, to non-GAAP earnings per diluted share as used by management:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
GAAP earnings per diluted share	$	0.18	$	0.21	$	0.58	$	0.55
Amortization, net of tax		0.04		0.05		0.13		0.13
Share based compensation, net of tax		0.03		0.03		0.11		0.09

Non-GAAP earnings per diluted share ⁽¹⁾	$	0.25	$	0.29	$	0.82	$	0.77

(1)

Non-GAAP earnings per diluted share is not a measure of operating performance under GAAP and should not be considered as an alternative or substitute for GAAP profitability measures such as earnings per share and earnings per diluted share. Non-GAAP earnings per diluted share as an operating performance measure has material limitations since it excludes the statement of income impact of amortization expense and share based compensation, and therefore, does not represent an accurate measure of profitability. We have significant intangible assets and amortization expense is a meaningful element in our financial statements and therefore its exclusion from non-GAAP earnings per diluted share is a material limitation. Share based compensation and the associated expense has a meaningful impact on our financial statements and therefore its exclusion from non-GAAP diluted earnings per share is a material limitation. As a result, non-GAAP earnings per diluted share should be evaluated in conjunction with earnings per diluted share for complete analysis of our profitability, as earnings per diluted share includes the financial statement impact of these items and is the most directly comparable GAAP operating performance measure to non-GAAP earnings per diluted share. As non-GAAP earnings per diluted share is not defined by GAAP, our definition of non-GAAP earnings per diluted share may differ from and therefore may not be comparable to similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that non-GAAP earnings per share has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

Recently Issued Accounting Pronouncements

In July 2013 the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which addresses the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The standard clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when certain situations exist at the reporting date and is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. We do not expect the adoption of this standard to have any impact on our consolidated financial statements, as our current practice is consistent with this standard.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to financial market risk, including interest rate risk and foreign currency exchange risk.

Concentration of Revenue and Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash equivalents consist primarily of bank deposits and overnight repurchase agreements. Deposits of cash held outside the United States totaled approximately $4.9 million and $3.1 million at September 30, 2013 and December 31, 2012, respectively.

We grant credit to customers in the ordinary course of business. Credit evaluations are performed on an ongoing basis to reduce credit risk, and no collateral is required from our customers. An allowance for uncollectible accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and credit evaluation. As of September 30, 2013, none of our customers individually accounted for 10% or more of our gross accounts receivable. As of December 31, 2012, one customer individually accounted for 10% of our gross accounts receivable. Due to the nature of our quarterly revenue streams derived from royalty revenue, it is not unusual for our accounts receivable balances to include a few customers with large balances. Historically, we have not recorded material losses due to customers’ nonpayment.

For the three and nine months ended September 30, 2013 and 2012, no one customer accounted for more than 10% of our revenue.

Derivative Financial Instruments and Interest Rate Risk

We use interest rate derivative instruments to hedge our exposure to interest rate volatility resulting from our variable rate debt. ASC Topic No. 815, Derivatives and Hedging , or ASC 815, requires that all derivative instruments be reported on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships, including a requirement that all designations must be made at the inception of each instrument. As we did not make such initial designations, changes in the fair value of the derivative instrument are recognized as current period income or expense.

The fair value of derivative instruments is estimated based on the amount that we would receive or pay to terminate the agreements at the reporting date. Our exposure to market risk associated with changes in interest rates relates primarily to our long term debt. The interest rate on our Credit Facility and previously, the Amended and Restated Credit Agreement, both fluctuated with either the prime rate or the LIBOR interest rate. At September 30, 2013, the Company had no borrowings under our revolving credit facility. Historically, we have purchased interest rate swap instruments to hedge our exposure to interest rate fluctuations on our debt obligations. On May 24, 2010, we entered into a long term interest rate swap contract to pay a fixed rate of interest of 1.5% in exchange for a floating rate interest payment tied to the one-month LIBOR beginning November 28, 2010. The contract matured on July 30, 2012, accordingly, in the three and nine months ended September 30, 2013 there was no gain or loss. In the three and nine months ended September 30, 2012 we recognized nominal losses on the interest rate swap, which were included in loss (gain) on derivatives in the accompanying condensed consolidated statements of income.

Foreign Currency Exchange Rate Risk

In accordance with ASC Topic No. 830, Foreign Currency Matters , or ASC 830, all assets and liabilities of our foreign subsidiaries whose functional currency is a currency other than U.S. dollars are translated into U.S. dollars at an exchange rate as of the balance sheet date. Revenue and expenses of these subsidiaries are translated at the average monthly exchange rates. The resulting translation adjustments as calculated from the translation of our foreign subsidiaries to U.S. dollars are recorded as a separate component of stockholders’ equity.

We incur foreign currency exchange gains and losses related to certain customers that are invoiced in U.S. dollars, but have the contractual option to make an equivalent payment in their own functional currencies at a specified exchange rate as of a specified date. In the period from that date until payment in the customer’s functional currency is received and converted into U.S. dollars, we can incur unrealized gains and losses. We also incur foreign currency exchange gains and losses on certain intercompany assets and liabilities denominated in foreign currencies. We are currently utilizing 30-day forward contracts to mitigate our exposure on these currency fluctuations. At September 30, 2013, there was one currency contract outstanding, which was entered into on that date, and accordingly, the fair value was materially equivalent to its book value.

We incurred foreign currency exchange rate gains and losses on an intercompany note with one of our foreign subsidiaries that was denominated in Euros, which matured on December 14, 2012. During the three and nine months ended September 30, 2012, we incurred a gain of $0.1 million and a loss of $29 thousand, respectively, on the intercompany note. On May 7, 2008, we entered into a long term currency swap contract to purchase 18.3 million Euros in exchange for $28.0 million to mitigate our exposure to currency fluctuation risk on this note. The contract payment terms approximate the payment terms of this intercompany note and the notional amount is amortized down over time as payments were made. The contract matured on December 14, 2012. For the three and nine months ended September 30, 2012, we recognized a loss of $0.1 million and a gain of $40 thousand, respectively, which is included in loss (gain) on derivatives in the accompanying condensed consolidated statements of income.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable assurance of achieving their objectives.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2013, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II—OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

There are no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)	Unregistered Sales of Equity Securities

None.

(b)	Use of proceeds

Not applicable.

(c)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

From time to time, the Company may repurchase unvested restricted common stock pursuant to the terms of its equity award plans. There were no repurchases of our equity securities made by us or on our behalf, or by any “affiliated purchasers” during the three months ended September 30, 2013.

Item 3.

Defaults Upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosure

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MONOTYPE IMAGING HOLDINGS INC.

Date: October 31, 2013	By:	/ S / D OUGLAS J. S HAW
		Douglas J. Shaw
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: October 31, 2013	By:	/ S / S COTT E. L ANDERS
		Scott E. Landers
		Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Financial Officer)

EXHIBIT INDEX

Listed and indexed below are all exhibits filed as part of this report.


Exhibit No.		Description

10.1		Change in Control Severance Pay Plan *

10.2		Amended and restated employment agreement by and between Douglas J. Shaw and Monotype Imaging Inc., effective as of May 21, 2013. *

10.3		Amended and restated employment agreement by and between Scott E. Landers and Monotype Imaging Inc., effective as of May 21, 2013. *

10.4		Amended and restated employment agreement by and between John L. Seguin and Monotype Imaging Inc., effective as of May 21, 2013. *

10.5		Amended and restated employment agreement by and between Janet M. Dunlap and Monotype Imaging Inc., effective as of May 21, 2013. *

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer. *

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer. *

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer. **

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith.

Exhibit 10.1

LOGO

CHANGE IN CONTROL SEVERANCE PAY PLAN

Monotype Imaging Holdings Inc. (the “Company”) sets forth herein the terms of its Change in Control Severance Pay Plan (the “Plan”) as follows:

SECTION 1.

PURPOSE.

The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company to encourage the continued dedication to the Company of certain of the Company’s and its Subsidiaries’ employees in the face of potentially distracting circumstances arising from the possibility of a change in control of the Company, and the Board has established the Plan for this purpose.

SECTION 2.

DEFINITIONS.

(a) “Accrued Obligations” means, with respect to an Eligible Employee, the sum of (i) the Eligible Employee’s Annual Base Salary through the Date of Termination to the extent earned and not theretofore paid, (ii) any accrued vacation pay to the extent earned and payable in connection with the termination of employment pursuant to the Company’s policy and (iii) to the extent not already paid, any bonus earned for the year immediately preceding the year in which such Eligible Employee’s Date of Termination occurs (the “Preceding Bonus Year”). For purposes of subsection (iii), the Eligible Employee’s target annual bonus for the Preceding Bonus Year (assuming full attainment of (x) companywide milestones at 100% achievement of target levels and (y) individual performance objectives) shall be deemed to be earned, unless the Eligible Employee is terminated for “Cause” or the Eligible Employee voluntarily terminates his or her employment with the Company without “Good Reason”.

(b) “Annual Base Salary” means, with respect to an Eligible Employee, the greater of (i) the annual base salary payable to the Eligible Employee by the Company and its Subsidiaries as of the Date of Termination, or (ii) the annual base salary payable to the Eligible Employee by the Company and its Subsidiaries as of the Change in Control Date.

(c) “Bonus Amount” means an Eligible Employee’s target annual bonus for the fiscal year in which the Change in Control occurs or in which the Eligible Employee’s Date of Termination occurs, whichever is greater, in either case assuming full attainment of companywide milestones at target levels; provided that, if a target annual bonus has not been established for the applicable fiscal year, then the annual bonus earned by the Eligible Employee for the preceding fiscal year shall be substituted in lieu thereof.

(d) “Cause” means and shall be limited to: the termination of an Eligible Employee’s employment with the Company or any Subsidiary as a result of (i) the commission of any act by such an Eligible Employee constituting financial dishonesty against the Company or any Subsidiary (which act would be chargeable as a crime under applicable law); (ii) such an Eligible Employee’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any Subsidiary with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom the Company or any Subsidiary does or might do business; or (B) expose the Company or any Subsidiary to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated failure by such an Eligible Employee to follow the directives of the Company’s chief executive officer or Board or (iv) any material misconduct, violation of the Company’s or any Subsidiary’s policies, or willful and deliberate non-performance of duty by the an Eligible Employee in connection with the business affairs of the Company or any Subsidiary.

(e) “Change in Control” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the outstanding shares of the Company’s capital stock are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity (or ultimate parent) immediately upon completion of such transaction, (iii) the sale of all of the Company’s outstanding capital stock to an unrelated person or entity, or (iv) any other transaction in which, the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity (or ultimate parent) immediately upon completion of the transaction.

(f) “Change in Control Date” means, with respect to a Change in Control, the date of consummation of the Change in Control relating to such Change in Control.

(g) “Change in Control Period” means the period commencing upon the Change in Control Date and ending one year thereafter.

(h) “Code” means the Internal Revenue Code of 1986 as amended from time to time, and any regulations promulgated thereunder.

(i) “Company” means Monotype Imaging Holdings Inc., a Delaware corporation, or, from and after a Change in Control of the Company, the successor to the Company in any such Change in Control.

(j) “Date of Termination” means, with respect to an Eligible Employee, the effective date of termination of the Eligible Employee’s employment with the Company and all of its Subsidiaries.

(k) “Disability” means that the Company has determined that the Eligible Employee is disabled within the meaning of Section 22(e)(3) of the Code.

(l) “Eligible Employee” means an United States employee of the Company or any of its Subsidiaries who has been designated by the Company’s Management Development and Compensation Committee as a participant under this Plan as of the time of a Change in Control and who is listed on Schedule A hereto (by title).

(m) “Good Reason” means, with respect to an Eligible Employee, during the Change in Control Period: (i) a substantial adverse change in the nature or scope of the Eligible Employee’s responsibilities, authorities, powers, functions or duties; (ii) a reduction in the Eligible Employee’s annual base salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all management employees of the Company; or (iii) the relocation of the offices at which the Eligible Employee is principally employed to a location more than 75 miles from such offices; provided that in each case the Eligible Employee complies with the “Good Reason Process.”

(n) “Good Reason Process” means that (i) the Eligible Employee reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Eligible Employee notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) the Eligible Employee cooperates in good faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy such condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Eligible Employee terminates his or her employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(o) “Pro Rata Bonus” means a pro rata bonus for an Eligible Employee determined by multiplying such Eligible Employee’s Bonus Amount by a fraction, the numerator of which is the number of days from the beginning of such fiscal year to the Date of Termination, and the denominator of which is 365.

(p) “Severance Period” means the number of months set forth on Schedule A for which benefits are provided pursuant to Section 4(a)(ii).

(q) “Subsidiary” means any subsidiary of the Company or, from and after the Change in Control of the Company, any other subsidiaries of the successor to the Company.

Notwithstanding the foregoing, in the event an Eligible Employee is a party to an employment agreement with the Company or any of its Subsidiaries that contains a different definition of any of the defined terms in this Section 2, the definition set forth in such other agreement shall be applicable to such Eligible Employee for purposes of this Plan and not the definition included in this Section 2.

SECTION 3.

TERM.

This Plan shall be effective during the Change in Control Period; provided , however , that this initial term of the Plan shall be automatically extended, if necessary, so that this Plan remains in full force and effect until all payments required to be made hereunder have been made. References herein to the term of this Plan shall include the initial term and any additional period for which this Plan is extended or renewed.

SECTION 4.

SEVERANCE BENEFITS FOLLOWING A CHANGE IN CONTROL.

(a) Eligible Employees . If the Company terminates the employment of an Eligible Employee other than for Cause or by reason of death or Disability during the Change in Control Period or an Eligible Employee resigns for Good Reason during the Change in Control Period, the Company shall pay to such Eligible Employee the following amounts:

(i) the Accrued Obligations in a lump sum in cash no later than the Date of Termination; and

(ii) the severance benefits provided in Schedule A ; provided however , that the Employee has executed a Waiver and Release substantially in the form set forth in Schedule B , and such Waiver and Release has become fully effective.

(b) The Company shall pay the severance benefits in a lump sum in cash within sixty (60) business days of the Date of Termination; provided further , that the Company shall provide the Employee with notice of employment termination and with a copy of the Waiver and Release sufficiently in advance of the Employee’s Date of Termination to satisfy the consideration period, as applicable, under the Waiver and Release. All severance benefits provided to an Eligible Employee pursuant to Section 4(a)(ii) shall be reduced and/or offset by any amounts or benefits paid to an Eligible Employee to satisfy the federal Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. § 2101 et seq., as amended, and any applicable state plant or facility closing or mass layoff law (whether as damages, as payment of salary or other wages during an applicable notice period or otherwise).

The mere occurrence of a Change in Control shall not, by itself, be treated as a termination of an Eligible Employee’s employment under this Plan, nor shall the mere transfer of an Eligible Employee’s employment between the Company and/or any of its Subsidiaries, by itself, be treated as a termination under this Plan.

(c) For the Severance Period after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, subject to the Eligible Employee’s election of COBRA continuation, the Company shall continue benefits to the Eligible Employee and/or the Eligible Employee’s family at least equal to those which would have been provided to him or them in accordance with the welfare benefit plans, practices, policies and programs provided by the Company and its Subsidiaries for medical, vision, and dental benefits to the extent applicable generally to other peer employees of the Company and its Subsidiaries, as if the Eligible Employee’s employment had not been terminated and with the same level of monthly contribution by the Eligible Employee as applicable to other peer employees of the Company and its Subsidiaries; provided , however , that if the Eligible Employee becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall cease. The continuation coverage under this Section 4(c) shall count towards the obligation of the Company or a Subsidiary to provide COBRA continuation coverage.

(d) Cause; Death; Disability; Other Than for Good Reason . If an Eligible Employee’s employment is terminated for Cause or due to death or Disability during the Change in Control Period or the Eligible Employee voluntarily terminates his or her employment with the Company without Good Reason, the Eligible Employee shall be entitled to only his or her Accrued Obligations through the Date of Termination.

SECTION 5.

PARACHUTE PAYMENT .

In the event any payment to any Eligible Employee under this Plan, when combined with any other compensation payment that is contingent on the Change in Control of the Company, exceeds in the aggregate the amount that may be deducted by the Company by reason of the operation of Section 280G of the Code, the amount of any payment to such Eligible Employee under this Plan shall be reduced to the maximum amount which can be deducted by the Company.

SECTION 6.

CONFIDENTIALITY.

An Eligible Employee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Subsidiaries, and their respective businesses, which shall have been obtained by the Eligible Employee during the Eligible Employee’s employment by the Company or any of its Subsidiaries and which shall not be or become public knowledge (other than by acts by the Eligible Employee or representatives of the Eligible Employee in violation of this Plan). After the Eligible Employee’s Date of Termination, the Eligible Employee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

SECTION 7.

WITHHOLDING.

Notwithstanding anything in this Plan to the contrary, all payments required to be made by the Company hereunder to an Eligible Employee or his or her estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as the Company reasonably may determine it should withhold pursuant to any applicable law or regulation. In lieu of withholding such amounts, in whole or in part, the Company may, in its sole discretion, accept other provisions for the payment of taxes and any withholdings as required by law, provided that the Company is satisfied that all requirements of law affecting its responsibilities to withhold compensation have been satisfied.

SECTION 8.

NO DUTY TO MITIGATE.

An Eligible Employee’s payments received hereunder shall be considered severance pay in consideration of past service and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment.

SECTION 9.

AMENDMENT, SUSPENSION OR TERMINATION.

This Plan may be amended, suspended or terminated at any time by the Board; provided , however , that, following the Change in Control Date and during the Change in Control Period, the Board may not amend, suspend or terminate this Plan in any manner that impairs the rights of participants without the consent of all Eligible Employees then subject to the Plan.

SECTION 10.

ADMINISTRATION

The Plan shall be administered by either the Board or the person(s) appointed by the Board from time to time to administer the Plan (in either case, the “Administrator”). The Administrator shall have the power and authority to interpret the terms and provisions of the Plan, to make all determinations it deems advisable for the administration of the Plan, to decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan. All decisions and interpretations of the Administrator shall be binding on all persons.

SECTION 11.

GOVERNING LAW.

This Plan shall be governed by the laws of the United States to the extent applicable and otherwise by the laws of The Commonwealth of Massachusetts, excluding the choice of law rules thereof.

SECTION 12.

SEVERABILITY.

If any part of any provision of this Plan shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Plan.

SECTION 13.

DISCLAIMER OF RIGHTS.

No provision in this Plan shall be construed to confer upon any individual the right to remain in the employ or service of the Company or any Subsidiary, or to interfere in any way with any contractual or other right or authority of the Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Company. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any participant or beneficiary under the terms of the Plan.

SECTION 14.

CAPTIONS.

The use of captions in this Plan is for the convenience of reference only and shall not affect the meaning of any provision of this Plan.

SECTION 15.

NUMBER AND GENDER.

With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

SECTION 16.

SECTION 409A.

It is the intention of the parties that payments or benefits payable under this Plan not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Plan with the goal of giving the Eligible Employees the economic benefits described herein in a manner that does not result in such tax being imposed.

Adopted by the Board of Directors on October 23, 2013.

(Schedules omitted)

Exhibit 10.2

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 21st day of May, 2013 (the “Effective Date”), by and between Douglas J. Shaw (the “Executive”) and Monotype Imaging Inc., a Delaware corporation (the “Company”).

WITNESSETH :

WHEREAS , Executive has been employed by the Company under an Executive Employment Agreement effective as of December 19, 2008 (the “Original Agreement”).

WHEREAS , the Company desires to amend and restate the Original Agreement and continue to employ Executive, and Executive desires to amend and restate the Original Agreement and continue to be employed by the Company;

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

1. Effective Date; Employment . Subject to the provisions of Section 5, on the Effective Date the Company agrees to employ Executive and Executive agrees to be an employee and perform services for the Company, upon the terms as hereinafter set forth.

2. Duties; Extent of Service . During Executive’s employment under this Agreement, Executive (a) shall serve as an employee of the Company with the title and position of President and Chief Executive Officer, reporting to the Board of Directors of the Company, (b) shall have such executive responsibilities consistent with the foregoing title and position as the Board of Directors of the Company shall from time to time designate, provided that, in all cases Executive shall be subject to the oversight and supervision of the Board of Directors of the Company in the performance of his duties, (c) upon the request of the Board of Directors of the Company, shall serve as an officer and/or director of any of the Company’s subsidiaries, and (d) shall render all services reasonably incident to the foregoing. Executive hereby accepts such employment, agrees to serve the Company in the capacities indicated, and agrees to use Executive’s reasonable best efforts in, and shall devote Executive’s full working time, attention, skill and energies to, the advancement of the interests of the Company and its subsidiaries and the performance of Executive’s duties and responsibilities hereunder. The foregoing, however, shall not be construed as preventing Executive from (i) engaging in religious, charitable or other community or non-profit activities, or (ii) managing Executive’s personal investments and business interests, in each case in a manner that does not impair Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement (the activities described in clauses (i) and (ii), the “Permitted Activities”).

3. Salary and Bonus .

(a) During Executive’s employment under this Agreement, the Company shall pay Executive a salary at the annual rate of $403,650 per annum (the “Base Salary”). Such Base

Salary shall be subject to withholding under applicable law, and shall be payable in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time.

(b) Executive shall be eligible to participate in any group bonus or other group performance plan established by the Board of Directors from time to time for senior management of the Company.

4. Benefits .

(a) During Executive’s employment under this Agreement, Executive shall be 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, as in effect from time to time for similarly situated senior management of the Company generally. Such participation shall be subject to (i) the terms of the applicable plan documents (including, as applicable, provisions granting discretion to the Board of Directors of the Company or any administrative or other committee provided for therein or contemplated thereby), and (ii) generally applicable policies of the Company. Executive shall be eligible to participate in all such plans and other benefits as of the Effective Date.

(b) During Executive’s employment under this Agreement, Executive shall be entitled to earn paid vacation annually in accordance with the Company’s practices for executive officers, as in effect from time to time.

(c) The Company shall promptly reimburse Executive for all reasonable business expenses incurred by Executive during Executive’s employment hereunder in accordance with the Company’s practices for senior executive officers of the Company, as in effect from time to time.

(d) Except to the extent expressly provided in this Agreement, compliance with the provisions of this Section 4 shall in no way create or be deemed to create any obligation, express or implied, on the part of the Company or any of its affiliates with respect to the continuation of any particular benefit or other plan or arrangement maintained by them or their subsidiaries as of or prior to the Effective Date or the creation and maintenance of any particular benefit or other plan or arrangement at any time after the Effective Date.

5. Termination and Termination Benefits . Executive’s employment may terminate without breach of this Agreement under the following circumstances:

(a) Termination by the Company for Cause . Executive’s employment may be terminated for Cause without further liability on the part of the Company or any affiliate thereof effective immediately upon a vote of the Board of Directors of the Company (or determination by the Chief Executive Officer, as appropriate) and written notice to Executive. Only the following shall constitute “Cause” for such termination:

(i) any act, whether or not involving the Company or any of its affiliates or their respective businesses, of fraud, gross misconduct or harassment that materially and adversely affects the Company;

(ii) any act of dishonesty, deceit or illegality, in any such case, materially and adversely affecting the Company;

(iii) the commission of Executive of, or indictment of Executive for (A) a felony, or (B) any misdemeanor involving moral turpitude (“indictment”, for these purposes, meaning an indictment, or determination of probable cause in a probable cause hearing or any other similar procedure pursuant to which an initial determination of probable cause with respect to such offense is made), if, in the case of an indictment, such indictment has material adverse effect on the Company;

(iv) the commission, in the reasonable judgment of the Board of Directors of the Company, of an act involving a violation of procedures or policies of the Company which are material to the Company;

(v) a material and sustained failure of Executive to perform the duties and responsibilities assigned or delegated under this Agreement, which such failure continues for thirty (30) days after written notice has been given to Executive by the Board of Directors (or the Chief Executive Officer, as appropriate);

(vi) gross negligence or willful misconduct by Executive related to his job duties or responsibilities; or

(vii) a breach by Executive of any of Executive’s obligations under Section 6 below.

(b) Termination by Executive Other than for Good Reason . Executive’s employment may be terminated by Executive without further liability on the part of Executive (other than with respect to those provisions of this Agreement expressly surviving such termination) by written notice to the Board of Directors at least sixty (60) days prior to such termination; provided , however , the Company may waive the notice period and accelerate the termination date without converting the Termination by Executive into a Termination by the Company.

(c) Termination by Executive for Good Reason . Subject to the payment of Termination Benefits pursuant to Section 5(e) below, Executive’s employment also may be terminated by Executive for Good Reason (as defined below). For purposes of this Agreement, “Good Reason” shall mean that Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in Executive’s responsibilities, authority or duties; (ii) a material diminution in Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. “Good Reason Process” shall mean that (i) Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following

such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(d) Termination by the Company Without Cause . Subject to the payment of Termination Benefits pursuant to Section 5(e), Executive’s employment may be terminated without Cause by the Company by a vote of the Board of Directors of the Company (or determination by the Chief Executive Officer, as appropriate) upon written notice to Executive. It is expressly agreed and understood that if Executive’s employment is terminated by the Company without Cause as provided in this Section 5(d), it shall not impair, limit or otherwise affect Executive’s Continuing Obligations (as defined below).

(e) Certain Termination Benefits . Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”):

(i) payment of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months from the date of termination (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time with each payment intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)) (“Severance Payments”) with the first Severance Payment made at any time determined by the Company within 60 days after the date of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Payments shall begin to be paid in the second calendar year by the last day of such 60-day period;

(ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq . (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earliest of: (1) twelve months after the date of termination, (2) the date when Executive becomes eligible for group medical plan participation under any subsequent employer’s group medical plan, or (3) the date Executive is no longer eligible for COBRA; and

(iii) payment of the bonus that Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days Executive was employed by the Company during the relevant bonus period. Such payment shall be made to Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date.

The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities and any other separation agreement terms that the Company determines to include (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release Agreement becomes fully effective.

(f) Disability . The Company may terminate Executive’s employment if he is disabled and unable to perform the essential functions of Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 365 days (which need not be consecutive) in any 18-month period. If any question shall arise as to whether during any period Executive is disabled so as to be unable to perform the essential functions of Executive’s then existing position or positions with or without reasonable accommodation, Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom Executive or Executive’s guardian has no reasonable objection as to whether Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on Executive. Nothing in this Section 5(f) shall be construed to waive Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq . and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

(g) Death . Executive’s employment and all obligations of the Company hereunder shall terminate in the event of the death of Executive other than any obligation to pay earned but unpaid Base Salary.

(h) Continuing Obligations . Notwithstanding termination of this Agreement as provided in this Section 5 or any other termination of Executive’s employment with the Company, Executive’s obligations under Section 6 hereof (collectively, the “Continuing Obligations”) shall survive any termination of Executive’s employment with the Company at any time and for any reason.

6. Confidentiality; Proprietary Rights; Non-Competition and Non-Solicitation .

(a) In the course of performing services on behalf of the Company (for purposes of this Section 6 including all predecessors of the Company) and its affiliates, Executive has had and from time to time will have access to Confidential Information (as defined below). Executive agrees (i) to hold the Confidential Information in strict confidence, (ii) not to disclose the Confidential Information to any person (other than in the regular business of the Company or its affiliates), and (iii) not to use, directly or indirectly, any of the Confidential Information for any purpose other than on behalf of the Company and its affiliates or in connection with the Permitted Activities. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to Executive by the Company, its affiliates or any subsidiary thereof or are produced by Executive in connection with Executive’s employment will be and remain the sole property of the Company, its affiliates or such subsidiary, as applicable. Upon the termination of Executive’s employment with the Company and its subsidiaries for any reason and as and when otherwise requested by the Company, all Confidential Information (including, without limitation, all data, memoranda, customer lists, notes, programs and other papers and items, and reproductions thereof relating to the foregoing matters) in Executive’s possession or control, shall be immediately returned to the Company. The term “Confidential Information” shall mean all information pertaining to the Company, its affiliates or any subsidiary thereof which is not publicly available or the disclosure of which could result in a competitive or other disadvantage to the Company, its affiliates or any subsidiary thereof. Confidential Information may include information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including, by way of example and without limitation, trade secrets, ideas, concepts, designs, configurations, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts processes, techniques, formulas, software, improvements, inventions, data, know-how, discoveries, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, cost and performance data, debt arrangements, equity structure, purchasing and sales data, price lists, customer lists, studies, reports, records, books, contracts, instruments, surveys, computer disks, diskettes, tapes, computer programs, corporate information, including, by way of example and without limitation, policies, resolutions, negotiations or litigation, operational information, personnel information and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Company, its affiliates or any subsidiary thereof (and of which Executive has knowledge). Confidential Information includes information developed by Executive in the course of Executive’s employment by the Company and its subsidiaries, as well as other information to which Executive may have access in connection with Executive’s employment. Confidential Information also includes the confidential information of others with which the Company, its affiliates or any subsidiary thereof has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of Executive’s duties under this Section 6(a).

(b) Executive hereby confirms that Executive is not bound by the terms of any agreement that restricts in any way Executive’s use or disclosure of information relevant to the business or activities in which the Company or its subsidiaries are currently engaged in (“Company Business”) or Executive’s engagement in any business. Executive represents to the Company that Executive’s execution of this Agreement, Executive’s employment with the Company and the performance of Executive’s proposed duties for the Company will not violate

any obligations Executive may have to any other party. In Executive’s work for the Company, Executive will not disclose or make use of any information in violation of any agreements with or rights of any such other party, and Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

(c) During and after Executive’s employment, Executive shall reasonably cooperate with the Company in the defense, procurement, maintenance and enforcement of (i) any claims or actions (other than those brought by Executive) now in existence or which may be brought in the future against or on behalf of the Company, its affiliates or any subsidiary thereof that relate to events or occurrences that transpired while Executive was employed by the Company, and (ii) Intellectual Property Rights (as defined below) in Company-Related Developments (as defined below). Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness at mutually convenient times but shall not include, for any period after Executive’s employment with the Company has terminated, any activities that materially interfere with Executive’s new employment obligations. During and after Executive’s employment, Executive also shall reasonably cooperate in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company (to the extent such cooperation does not conflict with or impair Executive’s legal rights in connection with any such matter). Executive will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may reasonably deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure Executive’s signature on any such papers, Executive hereby irrevocably designates and appoints each officer of the Company as Executive’s agent and attorney-in-fact to execute and file any such papers on Executive’s behalf as the Company may deem reasonably necessary or desirable in order to properly assign to the Company all rights and interests of Executive in any Company-Related Development. The Company shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 6(c).

(d) Executive recognizes that the Company and its affiliates possess a proprietary interest in all of the information described in Section 6(a) and have the right and privilege to use, protect by copyright, patent or trademark, or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Executive, except as otherwise agreed between the Company and Executive in writing and subject to Executive’s ability to participate in the Permitted Activities. Executive expressly agrees that all work performed by Executive is on a “work for hire” basis, and Executive hereby does assign and transfer, and will assign and transfer, to the Company and its successors and assigns all of Executive’s right, title and interest in all works of authorship, speeches, products, developments, inventions, discoveries, improvements, and creative works (whether or not able to be protected by copyright, patent or trademark) created during Executive’s employment with the Company that (i) relate to the business of the Company or any subsidiary thereof or any client of the Company or any subsidiary thereof or any of the products or services being researched, developed, manufactured or sold by the Company or any subsidiary thereof or which may be used with such products or

services, (ii) result from tasks assigned to Executive by the Company or any subsidiary thereof; or (iii) result in any material manner from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company or any subsidiary thereof (collectively, “Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). Executive further agrees that any and all Company-Related Developments shall be promptly disclosed to the Company.

(e) Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive that relate to the Company Business and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

(f) Executive accepts and agrees to the following obligations to protect the Confidential Information and the Company’s goodwill, including all goodwill that Executive develops and is expected to develop in the course of Executive’s employment with the Company:

(i) Executive hereby agrees that during the period commencing on the date hereof and ending (subject to subsection (iii) below) on the date that is two years (or one year, if Executive’s employment has terminated pursuant to Section 5(c) or 5(d) above) (“Restricted Period”) following the date of the termination of Executive’s employment with the Company or with any of its subsidiaries, Executive will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States or in any foreign country in which the Company (or any subsidiary) has conducted business, is conducting business or, to Executive’s knowledge, is contemplating conducting business, engage in any activity which is competitive with any of the business, activities, products or services conducted or offered or contemplated to be conducted or offered by the Company or its subsidiaries during any period in which Executive serves as an officer or employee of the Company or any of its subsidiaries, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity), any business, organization or person other than the Company (or any subsidiary or affiliate of the Company), and including any such business, organization or person involving, or which is, a family member of Executive, whose business, activities, products or services are competitive with any of the business, activities, products or services conducted or offered by the Company or its subsidiaries during any period in which Executive serves as an officer or employee of the Company or any of its subsidiaries.

(ii) Without implied limitation of the foregoing covenant, Executive further agrees that during the applicable Restricted Period, Executive shall refrain from (A) hiring or engaging or attempting to hire or engage for or on behalf of Executive or any other person or entity, any officer or employee of the Company or any of its direct and/or indirect subsidiaries, or any former employee of the Company and any of its direct

and/or indirect subsidiaries who was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, other than by general solicitation through advertisements, (B) encouraging for or on behalf of Executive or any other person or entity, any such officer or employee to terminate his or her relationship or employment with the Company or any of its direct or indirect subsidiaries, other than by general solicitation through advertisements, (C) soliciting for or on behalf of Executive or any other person or entity any client of the Company or any of its direct or indirect subsidiaries, or any former client of the Company or any of its direct or indirect subsidiaries and affiliates who was a client during the six (6) month period immediately preceding the date of such solicitation, to purchase any product or service competitive with any product or service offered by the Company or, to the knowledge of Executive, planned to be offered by the Company, and (D) diverting to any person (as hereinafter defined) any client or business opportunity of the Company or any of any of its direct or indirect subsidiaries.

(iii) The “Restricted Period” shall be extended by any period during which Executive engages in any violation of the restrictive period during which Executive engages in any violation of the restriction in subsections (i) or (ii) above.

(iv) Notwithstanding anything herein to the contrary, Executive may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than two percent (2%) of the equity of such enterprise.

(v) Neither Executive nor any business entity controlled by Executive is a party to any contract, commitment, arrangement or agreement which could, following the date hereof, restrain or restrict the Company or any subsidiary of the Company from carrying on its business or restrain or restrict Executive from performing his employment obligations, and as of the date of this Agreement Executive has no business interests whatsoever in or relating to the industries in which the Company or its subsidiaries currently engage, and other than passive investments in the shares of public companies of less than two percent (2%).

(vi) In the event that Executive violates this Section 6, Executive shall be liable to the Company for all of the reasonable attorney’s fees and other expenses that the Company incurs in its enforcement of this Section 6, in addition to any and all other remedies to which the Company is entitled.

(g) Executive acknowledges that the provisions of this Section 6 are integral parts of Executive’s employment arrangements with the Company.

7. Parties in Interest; Certain Remedies . It is specifically understood and agreed that Section 6 of this Agreement is intended to confer a benefit, directly or indirectly, on the Company, its affiliates and their direct and indirect subsidiaries, and that any breach of any of the provisions of Section 6 by Executive will result in irreparable injury to the Company, its affiliates and their direct and indirect subsidiaries, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company, its affiliates and their direct and indirect subsidiaries shall be entitled to enforce the

specific performance of this Agreement by Executive through temporary and permanent injunctive relief without the necessity of posting a bond or proving actual damages, but without limitation of their right to damages and any and all other legal and equitable remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

8. Dispute Resolution . All disputes, claims, or controversies arising out of or relating to this Agreement or any other agreement executed and delivered pursuant to this Agreement or the negotiation, validity or performance hereof and thereof or the rights and obligations of the parties hereunder or thereunder, and any and all other disputes between the parties, including without limitation any and all claims based in contract, tort or any statute, including statutory discrimination and compensation claims, that are not resolved by mutual agreement shall be resolved solely and exclusively by binding arbitration to be conducted before JAMS/Endispute, Inc. or its successor. The arbitration shall be held in Boston, Massachusetts before a single arbitrator and shall be conducted in accordance with the rules and regulations promulgated by JAMS/Endispute, Inc. unless specifically modified herein. In the event that any representative or affiliate of the Company may be a party with regard to any controversy or claim involving Executive, such controversy or claim shall be submitted to arbitration subject to such other agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This section shall be specifically enforceable. Notwithstanding the foregoing, this section shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this section.

9. Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail (return receipt requested) as follows:


To the Company:		Monotype Imaging Inc.
		500 Unicorn Park Drive
		Woburn, MA 01801
		Attn: President
		With a copy to: General Counsel
		Facsimile No.: 781-970-6001


To Executive:		Douglas J. Shaw
		c/o Monotype Imaging Inc.
		500 Unicorn Park Drive
		Woburn, MA 01801

or to such other address of which any party may notify the other parties as provided above. Notices shall be effective as of the date of such delivery or mailing.

10. Scope of Agreement . The parties acknowledge that the time, scope, geographic area and other provisions of Section 6 have been specifically negotiated by sophisticated parties and agree that all such provisions are reasonable under the circumstances of Executive’s contemplated employment, and are given as an integral and essential part of the employment contemplated hereby. Executive has been advised to independently consult with counsel concerning the reasonableness and propriety of the covenants contained herein, with specific regard to the business to be conducted by Company and its subsidiaries and affiliates, and represents that the Agreement is intended to be, and shall be, fully enforceable and effective in accordance with its terms.

11. Severability . In the event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

12. Insurance; Indemnification . The Company shall maintain directors and officers liability insurance with such coverage and other terms and conditions as the Board of Directors shall in good faith deem appropriate for the Company. The Company shall also indemnify Executive to the maximum extent permitted under applicable law against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise, or as fines and penalties, and counsel fees, reasonably incurred by Executive in connection with the defense or disposition of any civil, criminal, administrative or investigative action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while an officer or director of the Company or any of its subsidiaries or thereafter, by reason of Executive’s being or having been an officer or director of the Company or any of its subsidiaries.

Expenses (including attorney’s fees) incurred by Executive in defending any such action, suit or other proceeding shall be paid by the Company in advance of the final disposition of such action suit, or proceeding upon receipt of any undertaking by or on behalf of Executive to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Company. The right of indemnification provided herein shall not be exclusive of or affect any other rights to which Executive may be entitled. The provisions hereof shall survive expiration or termination of this Agreement for any reason whatsoever.

13. Consent to Jurisdiction . To the extent that any court action is permitted consistent with or to enforce Section 6 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, Executive submits to the personal jurisdiction of such courts.

14. Integration . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation the Original Agreement.

15. Withholding . All payments made by the Company to Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

16. Notices . Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to Executive at the last address Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board.

17. Amendment . This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized representative of the Company.

18. Miscellaneous . The failure of either of the parties to require the performance of a term or obligation or to exercise any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach of the provision so breached, or of any other breach hereunder. This Agreement shall inure to the benefit of, and be binding upon and assignable to, successors of the Company by way of merger, consolidation or sale and may not be assigned by Executive. This Agreement supersedes and terminates all prior understandings and agreements between the parties (or their predecessors) relating to the subject matter hereof, including without limitation the Original Agreement. For purposes of this Agreement, the term “person” means an individual, corporation, partnership, association, trust or any unincorporated organization; a “subsidiary” means any corporation more than 50 percent of whose outstanding voting securities, or any partnership, joint venture or other entity more than 50 percent of whose total equity interest, is directly or indirectly owned by such person; and an “affiliate” of a person shall mean, with respect to a person or entity, any person or entity which directly or indirectly controls, is controlled by, or is under common control with such person or entity.

19. Section 409A .

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the 20

percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after Executive’s separation from service, or (B) Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(d) The Company makes no representation or warranty and shall have no liability to Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

20. Governing Law . This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles of such Commonwealth. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit.

21. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

22. Gender Neutral . Whenever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties have executed this Amended and Restated Executive Employment Agreement under seal as of the date first set forth above.


COMPANY :

MONOTYPE IMAGING INC.

By:		/s/ SCOTT E. LANDERS
Name		Scott E. Landers
Title:		Senior Vice President, Chief Financial Officer and Treasurer

EXECUTIVE :

/s/ DOUGLAS J. SHAW
Douglas J. Shaw

[Signature Page to Amended and Restated Executive Employment Agreement (Shaw)]

Exhibit 10.3

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 21st day of May, 2013 (the “Effective Date”), by and between Scott E. Landers (the “Executive”) and Monotype Imaging Inc., a Delaware corporation (the “Company”).

WITNESSETH :

WHEREAS , Executive has been employed by the Company under an Executive Employment Agreement effective as of July 14, 2008 (the “Original Agreement”).

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

2. Duties; Extent of Service . During Executive’s employment under this Agreement, Executive (a) shall serve as an employee of the Company with the title and position of Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, reporting to the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company, (b) shall have such executive responsibilities consistent with the foregoing title and position as the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company shall from time to time designate, provided that, in all cases Executive shall be subject to the oversight and supervision of the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company in the performance of his duties, (c) upon the request of the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company, shall serve as an officer and/or director of any of the Company’s subsidiaries, and (d) shall render all services reasonably incident to the foregoing. Executive hereby accepts such employment, agrees to serve the Company in the capacities indicated, and agrees to use Executive’s reasonable best efforts in, and shall devote Executive’s full working time, attention, skill and energies to, the advancement of the interests of the Company and its subsidiaries and the performance of Executive’s duties and responsibilities hereunder. The foregoing, however, shall not be construed as preventing Executive from (i) engaging in religious, charitable or other community or non-profit activities, or (ii) managing Executive’s personal investments and business interests, in each case in a manner that does not impair Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement (the activities described in clauses (i) and (ii), the “Permitted Activities”).

3. Salary and Bonus .

(a) During Executive’s employment under this Agreement, the Company shall pay Executive a salary at the annual rate of $308,550 per annum (the “Base Salary”). Such Base Salary shall be subject to withholding under applicable law, and shall be payable in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time.

(b) Executive shall be eligible to participate in any group bonus or other group performance plan established by the Board of Directors from time to time for senior management of the Company.

4. Benefits .

5. Termination and Termination Benefits . Executive’s employment may terminate without breach of this Agreement under the following circumstances:

(i) any act, whether or not involving the Company or any of its affiliates or their respective businesses, of fraud, gross misconduct or harassment that materially and adversely affects the Company;

(ii) any act of dishonesty, deceit or illegality, in any such case, materially and adversely affecting the Company;

(iv) the commission, in the reasonable judgment of the Board of Directors of the Company, of an act involving a violation of procedures or policies of the Company which are material to the Company;

(vi) gross negligence or willful misconduct by Executive related to his job duties or responsibilities; or

(vii) a breach by Executive of any of Executive’s obligations under Section 6 below.

Reason” condition has occurred; (ii) Executive notifies the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) Executive cooperates in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) Executive terminates his employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

employed by the Company during the relevant bonus period. Such payment shall be made to Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date.

6. Confidentiality; Proprietary Rights; Non-Competition and Non-Solicitation .

Company that Executive’s execution of this Agreement, Executive’s employment with the Company and the performance of Executive’s proposed duties for the Company will not violate any obligations Executive may have to any other party. In Executive’s work for the Company, Executive will not disclose or make use of any information in violation of any agreements with or rights of any such other party, and Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

subsidiary thereof or any of the products or services being researched, developed, manufactured or sold by the Company or any subsidiary thereof or which may be used with such products or services, (ii) result from tasks assigned to Executive by the Company or any subsidiary thereof; or (iii) result in any material manner from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company or any subsidiary thereof (collectively, “Company-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”). Executive further agrees that any and all Company-Related Developments shall be promptly disclosed to the Company.

any other person or entity, any officer or employee of the Company or any of its direct and/or indirect subsidiaries, or any former employee of the Company and any of its direct and/or indirect subsidiaries who was employed during the six (6) month period immediately preceding the date of such attempt to hire or engage, other than by general solicitation through advertisements, (B) encouraging for or on behalf of Executive or any other person or entity, any such officer or employee to terminate his or her relationship or employment with the Company or any of its direct or indirect subsidiaries, other than by general solicitation through advertisements, (C) soliciting for or on behalf of Executive or any other person or entity any client of the Company or any of its direct or indirect subsidiaries, or any former client of the Company or any of its direct or indirect subsidiaries and affiliates who was a client during the six (6) month period immediately preceding the date of such solicitation, to purchase any product or service competitive with any product or service offered by the Company or, to the knowledge of Executive, planned to be offered by the Company, and (D) diverting to any person (as hereinafter defined) any client or business opportunity of the Company or any of any of its direct or indirect subsidiaries.

(g) Executive acknowledges that the provisions of this Section 6 are integral parts of Executive’s employment arrangements with the Company.

inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company, its affiliates and their direct and indirect subsidiaries shall be entitled to enforce the specific performance of this Agreement by Executive through temporary and permanent injunctive relief without the necessity of posting a bond or proving actual damages, but without limitation of their right to damages and any and all other legal and equitable remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.


To the Company:		Monotype Imaging Inc.
		500 Unicorn Park Drive
		Woburn, MA 01801
		Attn: President
		With a copy to: General Counsel
		Facsimile No.: 781-970-6001


To Executive:		Scott E. Landers
		c/o Monotype Imaging Inc.
		500 Unicorn Park Drive
		Woburn, MA 01801

or to such other address of which any party may notify the other parties as provided above. Notices shall be effective as of the date of such delivery or mailing.

15. Withholding . All payments made by the Company to Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.

17. Amendment . This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized representative of the Company.

19. Section 409A .

(c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

22. Gender Neutral . Whenever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties have executed this Amended and Restated Executive Employment Agreement under seal as of the date first set forth above.


COMPANY :

MONOTYPE IMAGING INC.

By:		/s/ DOUGLAS J. SHAW
Name		Douglas J. Shaw
Title:		President and Chief Executive Officer

EXECUTIVE :

/s/ SCOTT E. LANDERS
Scott E. Landers

[Signature Page to Amended and Restated Executive Employment Agreement (Landers)]

Exhibit 10.4

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 21st day of May, 2013 (the “Effective Date”), by and between John L. Seguin (the “Executive”) and Monotype Imaging Inc., a Delaware corporation (the “Company”).

WITNESSETH :

WHEREAS , Executive has been employed by the Company under an Executive Employment Agreement effective as of December 19, 2008 (the “Original Agreement”);

NOW, THEREFORE , in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

2. Duties; Extent of Service . During Executive’s employment under this Agreement, Executive (a) shall serve as an employee of the Company with the title and position of Executive Vice President, reporting to the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company, (b) shall have such executive responsibilities consistent with the foregoing title and position as the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company shall from time to time designate, provided that, in all cases Executive shall be subject to the oversight and supervision of the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company in the performance of his duties, (c) upon the request of the Board of Directors (or the Chief Executive Officer, as appropriate) of the Company, shall serve as an officer and/or director of any of the Company’s subsidiaries, and (d) shall render all services reasonably incident to the foregoing. Executive hereby accepts such employment, agrees to serve the Company in the capacities indicated, and agrees to use Executive’s reasonable best efforts in, and shall devote Executive’s full working time, attention, skill and energies to, the advancement of the interests of the Company and its subsidiaries and the performance of Executive’s duties and responsibilities hereunder. The foregoing, however, shall not be construed as preventing Executive from (i) engaging in religious, charitable or other community or non-profit activities, or (ii) managing Executive’s personal investments and business interests, in each case in a manner that does not impair Executive’s ability to fulfill Executive’s duties and responsibilities under this Agreement (the activities described in clauses (i) and (ii), the “Permitted Activities”).

3. Salary and Bonus .

(a) During Executive’s employment under this Agreement, the Company shall pay Executive a salary at the annual rate of $326,351 per annum (the “Base Salary”). Such Base Salary shall be subject to withholding under applicable law, and shall be payable in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time.