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Chairman, President & Chief Executive Officer | PAR Technology Corporation 8383 Seneca Turnpike |
New Hartford, NY 13413 |
Page | |
2012 Proxy Summary | i |
Notice of 2012 Annual Meeting of Shareholders | ii |
Proxy Statement | 1 |
General Information | 1 |
Proposal 1: Election of Director | 3 |
Directors and Corporate Governance | 3 |
Report of the Audit Committee | 9 |
Security Ownership of Certain Beneficial Owners and Management | 11 |
Section 16(a) Beneficial Ownership Reporting Compliance | 12 |
Director Compensation | 13 |
Executive Officers | 14 |
Executive Compensation | 15 |
Compensation Discussion and Analysis | 15 |
Summary Compensation Table | 19 |
Outstanding Equity Awards at Fiscal Year-End | 20 |
Equity Compensation Plan Information | 21 |
Transactions with Related Persons | 21 |
Policies and Procedures with Respect to Related Party Transactions | 21 |
Proposal 2: Ratification of the action of the Board of Directors amending the PAR Technology Corporation 2005 Equity Incentive Plan (“the Plan”) to reserve an additional 1,250,000 shares of the Company's common stock for issuance under the Plan | 22 |
Other Matters | 22 |
No Incorporation by Reference | 22 |
Available Information | 23 |
Shareholder Proposals for 2013 Annual Meeting | 23 |
Appendix A: Audit Committee Charter | A-1 |
·Date and Time: | Thursday, June 7, 2012 at 1:00 PM |
·Place: | New York Palace Hotel 455 Madison Avenue New York, NY 10022 |
·Record Date: | April 19, 2012 |
·Report of Operations |
·Questions ·Election of Director |
·Ratification of amending the 2005 PAR Technology Corporation Equity Incentive Plan to reserve an additional 1,250,000 shares of the Company’s common stock for issuance under the Plan ·Transact such other business as may properly come before the Meeting |
Matter | Board’s Recommended Vote | Page Reference for more detail |
Election of Director | FOR the Director Nominee | 3 |
Ratification of reservation of additional 1,250,000 shares for issuance under the PAR Technology Corporation 2005 Equity Incentive Plan | FOR | 22 |
1. | To elect |
2. |
3. | To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Meeting. |
1. | To elect |
2. |
3. | To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Meeting. |
Nominees for Director | Age | Director Since | Term Expires | |||
Nominee for Director | Age | Director Since | Term Expires | |||
Sangwoo Ahn | 73 | 1986 | 2015 Annual Meeting of Shareholders | |||
Continuing Directors | Age | Director Since | Term Expires | |||
Paul B. Domorski | 55 | 2011 | 2013 Annual Meeting of Shareholders | |||
Dr. John W. Sammon | 71 | 1968 | 2010 Annual Meeting of Shareholders | 73 | 1968 | 2013 Annual Meeting of Shareholders |
Charles A. Constantino | 70 | 1970 | 2010 Annual Meeting of Shareholders | |||
Continuing Directors | Age | Director Since | Term Expires | |||
Kevin R. Jost | 55 | 2004 | 2011 Annual Meeting of Shareholders | 57 | 2004 | 2014 Annual Meeting of Shareholders |
James A. Simms | 50 | 2001 | 2011 Annual Meeting of Shareholders | 52 | 2001 | 2014 Annual Meeting of Shareholders |
Sangwoo Ahn | 71 | 1986 | 2012 Annual Meeting of Shareholders | |||
Dr. Paul D. Nielsen | 59 | 2006 | 2012 Annual Meeting of Shareholders |
Name | Executive | Audit | Compensation | Nominating and Corporate Governance | Stock Option |
Mr. Ahn (*) | X | Chair | X | ||
Mr. Constantino | X | X | |||
Mr. Jost (*) | Chair | ||||
Dr. Nielsen (*) | X | X | X | ||
Dr. Sammon | Chair | Chair | |||
Mr. Simms (*) | X | X | Chair | ||
2009 Meetings | 2 | 5 | 3 | 8 | 3 |
(*) Independent Director |
Name | Executive (Prior to May 3, 2011) | Executive (As of May 3, 2011) | Audit | Compensation | Nominating and Corporate Governance |
Mr. Ahn | X | Chair | Chair | X | X |
Mr. Constantino | X | ||||
Mr. Jost | X | X | Chair | X | |
Dr. Nielsen | X | X | X | ||
Dr. Sammon | Chair | X | |||
Mr. Simms | X | X | Chair | ||
2011 Meetings | 1 | 0 | 7 | 8 | 1 |
· | the highest character and integrity with a record of substantial achievement; |
· | demonstrated ability to exercise sound judgment generally based on broad experience; |
· | active and former business leaders with accomplishments demonstrating special |
· | skills compatible with the Company’s business objectives; and |
· | diversity reflecting a variety of personal and professional experience and background. |
Sangwoo Ahn (Chairman) | Dr. Paul D. Nielsen | Kevin R. Jost | James A. Simms |
Type of Fees | 2009 | 2008 | 2011 | 2010 | ||||||
Audit Fees | $410,000 | $ 584,000 | $ | 546,000 | $ | 437,000 | ||||
Audit-Related Fees | 0 | $ | 150,000 | 0 | ||||||
Tax Fees | $24,000 | $ 165,000 | $ | 8,000 | $ | 12,000 | ||||
All Other Fees | 0 | 0 | 0 | |||||||
Total: | $434,000 | $ 749,000 | $ | 704,000 | $ | 449,000 |
Name of Beneficial Owner or Group (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class (3) | ||||||
Paul B. Domorski | 86,500 | (4) | * | |||||
Dr. John W. Sammon | 5,121,196 | (5) | 33.82 | % | ||||
Ronald J. Casciano | 150,600 | (6) | * | |||||
Sangwoo Ahn | 103,100 | (7) | * | |||||
Kevin R. Jost | 49,134 | (8) | * | |||||
James A. Simms | 43,100 | (9) | * | |||||
Dr. Paul D. Nielsen | 32,600 | (10) | * | |||||
Stephen P. Lynch | 25,500 | (11) | * | |||||
All Directors and Executive Officers as a Group (9 persons) | 5,634,730 | 37.21 | % | |||||
Other Principal Beneficial Owners Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 759,927 | (12) | 5.01 | % | ||||
WEDBUSH, Inc. 1000 Wilshire Blvd., Los Angeles, CA 90017 Edward W. Wedbush P.O. Box 30014, Los Angeles, CA 90030 and Wedbush Securities, Inc. P.O. Box 20014, Los Angeles, CA 90030 | 851,221 | (13) | 5.62 | % |
Name of Beneficial Owner or Group (1) | Amount and Nature of Beneficial Ownership (2) | Percent of Class (3) | |
Dr. John W. Sammon | 5,493,450 | (4) | 37.06% |
Charles A. Constantino | 256,950 | (5) | 1.73% |
Gregory T. Cortese | 180,507 | (6) | 1.20% |
Ronald J. Casciano | 153,600 | (7) | 1.03% |
Sangwoo Ahn | 81,100 | (8) | * |
A. Edwin Soladay | 69,150 | (9) | * |
James A. Simms | 21,100 | (10) | * |
Stephen P. Lynch | 13,500 | (11) | * |
Kevin R. Jost | 11,134 | (12) | * |
Dr. Paul D. Nielsen | 8,600 | (13) | * |
All Directors and Executive Officers as a Group (10 persons) | 6,289,091 | 41.14% | |
Other Principal Beneficial Owners Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 784,024 | (14) | 5.29% |
Gary S. Siperstein and Eliot Rose Asset Management, LLC 1000 Chapel View Blvd., Suite 240 Cranston, RI 02920 | 796,769 | (15) | 5.37% |
Prescott Group Capital Management, L.L.C.; Prescott Group Aggressive Small Cap, L.P.; Prescott Group Aggressive Small Cap II, L.P. and Phil Frohlich 1924 South Utica, Suite 1120 Tulsa, OK 74104-6529 | 1,516,634 | (16) | 10.23% |
(1) | Except as otherwise noted, the address for each beneficial owner listed above is c/o PAR Technology Corporation; PAR Technology Park; 8383 Seneca Turnpike; New Hartford, NY 13413-4991. |
(2) | Except as otherwise noted, each individual has sole voting and investment power with respect to all shares. |
(3) | Percent of Class is calculated utilizing |
(4) | Includes 62,500 shares which Mr. Domorski has or will have the right to purchase as of April 29, 2012 pursuant to the Company’s stock option plans. |
(5) | Includes 150 shares held jointly with Dr. Sammon’s wife, Deanna D. Sammon. Does not include 71,400 shares beneficially owned by Mrs. Sammon in which Dr. Sammon disclaims beneficial ownership. |
(6) | |
Includes | |
Includes 19,100 shares which Mr. Ahn has or will have the right to purchase as of April 29, | |
Includes 9,134 shares which Mr. Jost has or will have the right to purchase as of April 29, | |
Includes 5,600 shares which Mr. Simms has or will have the right to purchase as of April 29, 2012 pursuant to the Company’s stock option plans. | |
(10) | Includes 5,600 shares which Dr. Nielsen has or will have the right to purchase as of April 29, |
Includes 25,000 shares which Mr. Lynch has or will have the right to acquire as of April 29, 2012 pursuant to the Company's stock option plans. | |
(12) | Information related to these shareholders was obtained from Schedule 13G/A filed with the SEC on February 10, |
Information related to these shareholders was obtained from Schedule | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compen-sation ($) | Total ($) | ||||||||||||||||||||||||||||||
Name of Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||
Sangwoo Ahn | 43,000 | 12,900 | $0 | (2) | 0 | 0 | 0 | 55,900 | 90,000 | (2) | 40,800 | 0 | (3) | 0 | 0 | 0 | 130,800 | ||||||||||||||||||||
Charles A. Constantino | 9,849 | (4) | 0 | 0 | 0 | 0 | 9,849 | ||||||||||||||||||||||||||||||
Kevin R. Jost | 37,800 | 12,900 | $0 | (3) | 0 | 0 | 0 | 50,700 | 80,000 | (5) | 40,800 | 0 | (6) | 0 | 0 | 0 | 120,800 | ||||||||||||||||||||
Dr. Paul D. Nielsen | 36,200 | 12,900 | $0 | (4) | 0 | 0 | 0 | 49,100 | 80,000 | (7) | 40,800 | 0 | (8) | 0 | 0 | 0 | 120,800 | ||||||||||||||||||||
Dr. John W. Sammon | 34,041 | (9) | 0 | 0 | 0 | 0 | 34,041 | ||||||||||||||||||||||||||||||
James A. Simms | 30,000 | 12,900 | $0 | (5) | 0 | 0 | 0 | 42,900 | 95,000 | (10) | 40,800 | 0 | (11) | 0 | 0 | 0 | 135,800 |
(1) | The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in footnote |
(2) | Reflects payment of an annual cash retainer of $65,000, plus an additional $10,000 annual cash retainer for service as the Presiding Director and Chairman of the Audit Committee, as well as payment of $15,000 for service on the Special Committee. |
(3) | At the end of |
Reflects the pro rata portion of non-independent non-management director fees for the period after Mr. Constantino’s retirement from his position of Executive Vice President of the Company in March 2011 and his retirement from the Board in July 2011. | |
(5) | Reflects payment of an annual cash retainer of $65,000 and payment of $15,000 for service on the Special Committee. |
(6) | At the end of |
Reflects payment of an annual retainer of $65,000 and payment of $15,000 for service on the Special Committee. | |
(8) | At the end of |
Reflects the pro rata portion of non-independent non-management director fees for the period after Dr. Sammon’s retirement from his position of President and Chief Executive Officer of the Company in April 2011. | |
(10) | Reflects payment of an annual retainer of $65,000 and payment of $30,000 for service as Chairman of the Special Committee. |
(11) | At the end of |
EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION |
EXECUTIVE OFFICERS |
The |
Name | Age | Position | Occupation for Last 5 Years | |
Chairman, | Mr. Domorski was elected Chairman, Chief Executive Officer and President of the Company effective April 25, 2011. Mr. Domorski was president, chief executive officer and a He served on the executive committee and as a board member of TechAmerica, which was formerly called The American Electronic Association. | |||
Ronald J. Casciano | Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer, PAR Technology Corporation | Mr. Casciano, CPA, was promoted to Vice President, Chief Financial Officer, Treasurer of PAR Technology Corporation in June 1995. Mr. Casciano was named Chief Accounting Officer in 2009. | ||
Charles A. Constantino | Mr. Constantino | |||
1974. Mr. Constantino retired from the position of Executive Vice President | ||||
Larry Hall | 52 | President, PAR | Mr. | |
Stephen P. Lynch | President, PAR Government Systems Corporation and Rome Research Corporation | Mr. Lynch was | ||
Dr. John W. Sammon | 73 | Formerly Chairman, President and Chief Executive Officer, PAR Technology Corporation | Dr. Sammon is the founder of the Company and has been the President, Chief Executive Officer and a Director since its incorporation in 1968, and Chairman since 1983. Dr. Sammon retired from the position of Chairman, President and Chief Executive Officer effective April 25, 2011. | |
A. Edwin Soladay | President, ParTech, Inc. | Mr. Soladay was named President, ParTech, Inc. in January, 2009. Previously, Mr. Soladay was the Chief Operating Officer of Fujitsu Transaction Solutions, a wholly owned subsidiary of Fujitsu Limited. *Mr. Soladay passed away January 14, 2011. |
Overall Compensation Philosophy, Objectives and Policy |
· | Ensure the alignment of compensation with the performance objectives of each of our employees, including Named Executive Officers; |
· | Reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation and quality; and |
· | Achieve the Company’s overall performance goals. |
· | Ensure alignment with management and shareholder interests. |
· | Compensation must be tied to the Company's general performance and achievement of financial and strategic goals; |
· | Compensation opportunities should be competitive with those provided by other companies of comparable size engaged in similar businesses; and |
· | Compensation should provide incentives that align the long-term financial interests of the Company's Executive Officers with those of its shareholders. |
Retirement Plans |
Role of Executive Officers |
· |
o | In the event of termination without cause prior to |
o | In the event of termination by Mr. Domorski for good reason as defined in his agreement, termination without cause on or after April 26, 2013 or as a result of a change of control situation approved by the Board, severance would be the sum of Mr. Domorski’s annual base salary (currently $400,000) and an amount equal to the prior year’s annual cash bonus, if any, paid to him. |
o | In the event of termination resulting from a change of control not approved by the Board, severance would be three times the sum of Mr. Domorski’s annual base salary (currently $400,000) and an amount equal to the prior year’s annual cash bonus, if any, paid to him. |
· | Ronald J. Casciano. Under the employment arrangement with Mr. Casciano, termination without cause would entitle Mr. Casciano to a severance amount equal to his then current annual base salary and, in the event such termination occurred on or after October 1 of a fiscal year, a prorated portion of that fiscal year’s Incentive Compensation that would have been payable to him had he remained employed through December |
Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | Non-Qualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |
Dr. John W. Sammon Chairman, President and Chief Executive Officer, PAR Technology Corporation | 2009 2008 2007 | 355,591 355,591 355,591 | -- -- -- | -- -- -- | -- -- -- | 71,900 104,900 107,100 | -- -- -- | 23,795 21,585 23,356 | (7) (7) (7) | 451,286 482,076 486,047 |
Ronald J. Casciano Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer, PAR Technology Corporation | 2009 2008 2007 | 250,000 242,307 200,000 | -- -- -- | -- -- -- | -- -- -- | 38,900 46,200 39,000 | 7,599 -- -- | 3,917 5,110 7,000 | 300,416 293,617 246,000 | |
Charles A. Constantino Vice Chairman, Director and Executive Vice President, PAR Technology Corporation | 2009 2008 2007 | 221,310 228,714 205,386 | -- -- -- | -- -- -- | -- -- -- | 38,900 52,700 51,000 | -- -- -- | 31,848 28,632 30,823 | (8)) (8) (8) | 292,058 310,046 287,209 |
Gregory T. Cortese Executive Vice President, Strategic Initiatives; General Counsel and Secretary, PAR Technology Corporation; President, PixelPoint, ULC | 2009 2008 2007 | 250,000 217,584 249,958 | -- -- -- | -- -- -- | -- -- -- | 38,900 8,600 22,200 | 4,937 -- 711 | 5,069 6,868 13,667 | (9) | 298,906 233,322 286,536 |
Stephen P. Lynch President, PAR Government Systems Corporation and Rome Research Corporation | 2009 2008 2007 | 250,000 233,996 215,875 | -- -- -- | -- -- 4,453 | 22,693 69,181 -- | 133,500 165,800 -- | 46,650 -- -- | 2,835 4,033 4,158 | 455,678 473,010 224,486 | |
A. Edwin Soladay President, ParTech, Inc. | 2009 | 325,000 | -- | -- | 294,938 | -- | 2,139 | 12,335 | (10) | 634,412 |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Paul B. Domorski Chairman, President and Chief Executive Officer, PAR Technology Corporation | 2011 | 276,923 | -- | -- | 593,694 | -- | -- | 12,773(6) | 883,390(7) |
2010 | -- | -- | -- | -- | -- | -- | -- | -- | |
Dr. John W. Sammon Chairman, President and Chief Executive Officer, PAR Technology Corporation | 2011 | 134,458 | -- | -- | -- | -- | -- | 10,693(8) | 145,151(9) |
2010 | 355,591 | -- | -- | -- | 227,700 | -- | 26,753(8) | 610,044 | |
Stephen P. Lynch President, PAR Government Systems Corporation and Rome Research Corporation | 2011 | 256,304 | -- | -- | 62,520 | 192,713 | -- | 9,012 | 520,549 |
2010 | 250,000 | -- | -- | -- | 134,400 | 51,970 | 8,981 | 445,351 | |
Ronald J. Casciano Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer, PAR Technology Corporation | 2011 | 250,000 | -- | -- | -- | -- | -- | 13,848 | 263,848 |
2010 | 250,000 | -- | -- | -- | 123,200 | 6,534 | 14,511 | 394,245 |
(1) | Amounts reported in column (c) reflect base salaries paid to each of the Named Executive Officers for the listed fiscal year. Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Company’s Deferred Compensation |
(2) | The dollar |
Amounts reported in column (g) represent the amounts paid under the Incentive Compensation element of the Company’s Executive Compensation Plan during the years indicated in respect of service performed during those years. A description of the Incentive Compensation element is contained in the Compensation Discussion and Analysis under the section entitled “Incentive Compensation” | |
Amounts reported in column (h) consist of above-market or preferential earnings during years indicated on compensation that was deferred in or prior to such years under the PAR Technology Corporation Deferred Compensation Plan. | |
In addition to any perquisites identified for the individual Named Executive Officers, the amounts reported in column (i) consists of Company contributions to the Company’s qualified plan and matching contribution to the 401(k); and imputed income on Company payment of term life insurance premiums as determined under the Internal Revenue Code. | |
(6) | Includes payments made on Mr. Domorski’s behalf for an apartment of $10,395. |
(7) | Compensation information for Mr. Domorski reflects a partial year commencing in April, 2011 when he joined the Company. |
(8) | Includes payments made on Dr. Sammon’s behalf for club memberships of |
(9) | |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | All Other Option Awards: Number of Securities Underlying Options (#) | |||||
Threshold ($) | Target ($) | Maximum ($) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards | ||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |
Dr. John W. Sammon | 0 | 231,200 | 462,400 | |||||
Ronald J. Casciano | 0 | 125,000 | 250,000 | |||||
Charles A. Constantino | 0 | 125,000 | 250,000 | |||||
Gregory T. Cortese | 0 | 125,000 | 250,000 | |||||
Stephen P. Lynch | 02/24/09 | 0 | 125,000 | 250,000 | 10,000 | (2) | $4.73 | $22,693 |
A. Edwin Soladay | 01/02/09 | 0 | 162,500 | 325,000 | 125,000 | (3) | $5.68 | $294,938 |
Option Awards | Stock Awards | ||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Share or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) | ||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||
Dr. John W. Sammon | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Ronald J. Casciano | 19,500 600 67,500 60,000 | (1) (2) (3) (4) | 0 | 0 | $2.56 $1.25 $1.75 $6.01 | 5/30/10 1/9/11 10/1/11 10/13/14 | 0 | 0 | 0 | 0 | |
Charles A. Constantino | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Gregory T. Cortese | 206,373 | (5) | 0 | 0 | $2.04 | 8/11/10 | 0 | 0 | 0 | 0 | |
Stephen P. Lynch | 9,000 0 | (6) (7) | 11,000 10,000 | (6) (7) | 0 | $6.25 $4.73 | 01/08/18 02/24/19 | 250 | 1,445 | 0 | 0 |
A. Edwin Soladay | 69,000 | (8) | 56,000 | (8) | 0 | $5.68 | 01/02/19 | 0 | 0 | 0 | 0 |
Option Awards | Stock Awards | ||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Share or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Paul B. Domorski | 0 | 250,000(1) | 0 | $4.81 | 04/21/21 | 0 | 0 | 0 | 0 |
Dr. John W. Sammon | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Ronald J. Casciano | 60,000 (2) | 0 | 0 | $6.01 | 10/13/14 | 0 | 0 | 0 | 0 |
Steven P. Lynch | 17,000(3) 4,000(4) 0 (5) | 3,000(3) 6,000(4) 30,000(5) | 0 | $6.25 $4.73 $4.25 | 01/08/18 02/24/19 05/11/21 | 0 | 0 | 0 | 0 |
(1) | These options were granted on |
(2) | |
These options were granted on October 13, | |
These options were granted on January 8, 2008. The options vested 20% on the six-month anniversary of the grant date; with the remainder vesting in equal quarterly installments over the next 48 months. | |
These options were granted on February 24, 2009. The options vest 20% annually over a five-year period. | |
These options were granted on |
Option Awards | Stock Awards | |||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) |
(a) | (b) | (c) | (d) | (e) |
Dr. John W. Sammon | 0 | 0 | 0 | 0 |
Ronald J. Casciano | 0 | 0 | 0 | 0 |
Charles A. Constantino | 0 | 0 | 0 | 0 |
Gregory T. Cortese | 97,877 | 317,742 | 0 | 0 |
Stephen P. Lynch | 0 | 0 | 125 | 725 |
A. Edwin Soladay | 0 | 0 | 0 | 0 |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
(a) | (b) | (c) | |
Equity compensation plans approved by security holders | 757,300 | $5.47 | 193,700(*) |
Equity compensation plans not approved by security holders | 0 | 0 | 0 |
Total | 757,300 | $5.47 | 193,700 |
Plan Category | Number of Securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price of outstanding options, warrants and rights | Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
(a) | (b) | (c) | |
Equity compensation plans approved by security holders | 989,000 | $5.17 | 441,000 |
Equity compensation plans not approved by security holders | 0 | 0 | 0 |
Total | 989,000 | $5.17 | 441,000 |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) |
Dr. John W. Sammon | 0 | 0 | 0 | 0 | 0 |
Ronald J. Casciano | 10,395 | 0 | 9,095 | 0 | 44,407 |
Charles A. Constantino | 0 | 0 | 1,849 | 219,500 | 7,602 |
Gregory T. Cortese | 5,192 | 0 | 5,859 | 0 | 27,120 |
Stephen P. Lynch | 81,600 | 0 | 52,184 | 0 | 204,381 |
A. Edwin Soladay | 14,375 | 0 | 2,496 | 0 | 16,871 |
· | John W. Sammon, III, and Karen E. Sammon, both members of the immediate family of Dr. John W. Sammon, currently a member of the Company’s Board of Directors and formerly the Company’s Chairman of the Board, President and Chief Executive Officer, are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club |
· | |
John W. Sammon, III, a member of Dr. Sammon’s immediate family, was an employee of PAR Logistics Management Systems Corporation, a subsidiary of the Company, during |
BY ORDER OF THE BOARD OF DIRECTORS /s/Gregory T. Cortese Secretary April 26, 2012 23 Appendix A PAR TECHNOLOGY CORPORATION AUDIT COMMITTEE CHARTER Membership The Audit Committee (the “Committee”) of PAR Technology Corporation (the “Company”) shall consist of at least three members of the Board of Directors (the “Board”). Members shall be appointed upon the recommendation of the Nominating and Corporate Governance Committee and may be removed by the Board in its discretion. All members of the Committee will meet the independence and other requirements of the Audit Committee Policy of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”). At least one member of the Committee shall, in the assessment of the Board, qualify and be identified as an audit committee financial expert as defined by the Commission. All members of the Committee shall be financially literate at the time of their appointment to the Committee or within a reasonable time thereafter. Members of the Committee shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that simultaneous service would not impair the ability of the member to effectively serve on the Committee and the Board discloses this determination in the Company's annual proxy statement. Purpose The Company's management is responsible for preparing the Company's financial statements and the Company’s independent auditor is responsible for auditing those financial statements. The Audit Committee’s purpose shall be to:
2. Assist the Board in its oversight of:
The financial management and the independent auditors of the Company have more time, knowledge and more detailed information on the Company than do Committee members. Therefore, in carrying out its responsibilities to assist the Board in the above oversight functions, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any certification as to the work of the independent auditors. Meetings The Committee will meet at least four times a year, with authority to convene additional meetings, as circumstances require. All Committee members are expected to attend each meeting, in person or via teleconference or video-conference. The Committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. Meeting agendas will be prepared and provided to members in advance, along with appropriate briefing materials. Minutes will be prepared. In addition to meetings with Company officers and employees, the independent auditor or outside counsel or other advisers as necessary to fulfill its responsibilities, the Committee shall, on a regular basis, hold separate private meetings with the following to discuss any matters either party believes should be discussed privately:
A-1 Authority & Responsibilities In carrying out its purpose, the Committee shall have the following authority and responsibilities: A. Oversight of Independent Auditor
A-2 B. Oversight of Internal Audit Function
C. Oversight of Management’s Conduct of Financial Reporting Process
A-3
A-4 E. General
Directions to The New York Palace Hotel 455 Madison Avenue; New York, NY 10022 212-888-7000 From Westchester: Take the From New Jersey Turnpike (Lincoln Tunnel): Go North on the New Jersey Turnpike (Interstate 95 North) to Exit 16 E for the Lincoln Tunnel (pay toll). Follow directions into the Lincoln Tunnel (pay toll). Upon exiting the tunnel bear left for “Uptown” and proceed two blocks to 42nd Street. Turn left onto 42nd Street. Turn right on 10th Avenue. Continue North to 50th Street; From New England Via RFK Bridge/95 South/Hutchinson River Parkway: Follow signs to the RFK Bridge. Follow all signs for Manhattan/FDR South (pay toll). Take the FDR South. Exit onto 49th Street. Exit onto 49th Street. Follow 49th Street to 6th Avenue. Turn right on 6th Avenue. Turn right onto 50th Street. The hotel’s main entrance is located on 50th Street between Madison and Park Avenues. From Midtown Tunnel / Long Island Expressway: Enter the Queens Midtown Tunnel (pay toll). Upon exiting the tunnel bear right to 37th Street (Uptown sign). Follow 37th Street to 3rd Ave. Turn right onto 3rd Avenue to 51st Street and turn left onto 51st Street. The hotel’s main entrance is located on 51st Street between Park and Madison Avenues. |