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x Definitive Proxy Statement | ||
o Definitive Additional Materials o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | ||
x | No fee required. |
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Paul B. Domorski 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. |
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 | 73 | 1968 | 2013 Annual Meeting of Shareholders |
Kevin R. Jost | 57 | 2004 | 2014 Annual Meeting of Shareholders |
James A. Simms | 52 | 2001 | 2014 Annual Meeting of Shareholders |
Nominees for Director | Age | Director Since | Term Expires |
Paul B. Domorski | 54 | 2011 | 2013 Annual Meeting of Shareholders |
Kevin R. Jost | 56 | 2004 | 2014 Annual Meeting of Shareholders |
James A. Simms | 51 | 2001 | 2014 Annual Meeting of Shareholders |
Continuing Directors | Age | Director Since | Term Expires |
Sangwoo Ahn | 72 | 1986 | 2012 Annual Meeting of Shareholders |
Dr. Paul D. Nielsen | 60 | 2006 | 2012 Annual Meeting of Shareholders |
Charles A. Constantino | 71 | 1970 | 2013 Annual Meeting of Shareholders |
Dr. John W. Sammon | 72 | 1968 | 2013 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 | ||
2010 Meetings | 4 | 5 | 3 | 1 | 2 |
(*) 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 expertise; |
· | 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 | 2011 | 2010 | ||||||
Audit Fees | $ | 546,000 | $ | 437,000 | ||||
Audit-Related Fees | $ | 150,000 | 0 | |||||
Tax Fees | $ | 8,000 | $ | 12,000 | ||||
All Other Fees | 0 | 0 | ||||||
Total: | $ | 704,000 | $ | 449,000 |
Type of Fees | 2010 | 2009 |
Audit Fees | $437,000 | $ 443,000 |
Audit-Related Fees | 0 | 0 |
Tax Fees | $12,000 | $ 24,000 |
All Other Fees | 0 | 0 |
Total: | $449,000 | $ 467,000 |
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)(2) | Amount and Nature of Beneficial Ownership (3) | Percent of Class (4) | ||||||
Dr. John W. Sammon | 5,443,702 | (5) | 35.46 | % | ||||
Charles A. Constantino | 240,950 | (6) | 1.57 | % | ||||
Sangwoo Ahn | 93,100 | (7) | * | |||||
A. Edwin Soladay | 89,910 | (8) | * | |||||
James A. Simms | 33,100 | (9) | * | |||||
Stephen P. Lynch | 19,500 | (10) | * | |||||
Kevin R. Jost | 29,134 | (11) | * | |||||
Dr. Paul D. Nielsen | 21,600 | (12) | * | |||||
All Directors and Executive Officers as a Group (11 persons) | 6,147,596 | 40.04 | % | |||||
Other Principal Beneficial Owners Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746 | 775,658 | (13) | 5.16 | % | ||||
Gary S. Siperstein and Eliot Rose Asset Management, LLC 1000 Chapel View Blvd., Suite 240 Cranston, RI 02920 | 906,069 | (14) | 6.03 | % |
(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. | |
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 |
(7) | Includes 19,100 shares which Mr. Ahn has or will have the right to purchase as of April 29, |
(8) | |
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 |
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 Compensation ($) | Total ($) | ||||||||||||||||||||||||||||
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 | 66,000 | 64,450 | $0 (2) | 0 | 0 | 130,450 | 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 | 61,000 | 64,450 | $0 (3) | 0 | 0 | 125,450 | 80,000 | (5) | 40,800 | 0 | (6) | 0 | 0 | 0 | 120,800 | ||||||||||||||||||||
Dr. Paul D. Nielsen | 61,800 | 64,450 | $0 (4) | 0 | 0 | 126,250 | 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 | 62,000 | 64,450 | $0 (5) | 0 | 0 | 126,450 | 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 following table lists all persons who served as executive officers of the Company during |
Name | Age | Position | Occupation for Last 5 Years |
Paul B. Domorski | Chairman, Chief Executive Officer and President, PAR Technology Corporation | 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 director of EMS Technologies, Inc., a publicly traded manufacturer of communication equipment and He served on the executive committee and as a board member of TechAmerica, which was formerly called The American Electronic Association. | |
Ronald J. Casciano | 58 | 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 | 72 | Executive Vice President and Director, PAR Technology Corporation | Mr. Constantino was a Director of the Company since 1970; Executive Vice President since 1974. Mr. Constantino retired from the position of Executive Vice President effective March 11, 2011 and from his position as a member of the Board of Directors effective July 12, 2011. |
Larry Hall | President, PAR Springer-Miller Systems, Inc. | Mr. Hall was named President, PAR Springer-Miller Systems, Inc. in August 2008. Previously Mr. Hall was a president and CEO of Hotel Booking Solutions, Inc. | |
Stephen P. Lynch | President, PAR Government Systems Corporation and Rome Research Corporation | Mr. Lynch was named President, PAR Government Systems Corporation and Rome Research Corporation in January 2008. Previous to his appointment to the position of President, Mr. Lynch served as Executive Vice President of PAR Government Systems Corporation since July 2006. | |
Dr. John W. Sammon | 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 | 65* | 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 |
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 |
17 Role of Executive Officers |
Paul B. Domorski. Under the employment arrangement with Mr. Domorski, termination without cause prior to April 26, 2015 or termination by Mr. Domorski for good reason as defined in his agreement, would trigger immediate vesting of 50% of any unvested stock options received as part of his options received upon hire. Immediate vesting of all unvested equity interests would be triggered by any change of control situation as defined in his agreement. Mr. Domorski would receive severance payments as follows: |
o | In the event of termination without cause prior to April 26, 2013, severance would be the sum of a) the greater of one year of Mr. Domorski’s annual base salary (currently $400,000) or the amount of his annual base salary for the period commencing on the termination date through April 25, 2013 and b) an amount equal to the prior year’s annual cash bonus, if any, paid to him. |
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 $400,000) and an amount equal to the prior year’s annual cash bonus, if any, paid to him. |
· | Ronald J. Casciano. Under the employment arrangement with Mr. Casciano, termination without cause would entitle Mr. Casciano to a severance amount equal to his then current annual base salary and, in the event such termination occurred on or after October 1 of a fiscal year, a prorated portion of that fiscal year’s Incentive Compensation that would have been payable to him had he remained employed through December 31. Such payments would be subject to and conditioned upon execution of a mutually agreeable separation agreement which would include a general release of claims and Mr. Casciano’s compliance with confidentiality obligations. |
Name and Principal Position | Year | Salary ($)(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 ($) | Year | Salary ($)(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) | (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 | 2010 | 355,591 | -- | -- | -- | 227,700 | -- | 26,753(7) | 610,044 | 2011 | 134,458 | -- | -- | -- | 10,693(8) | 145,151(9) | ||
2009 | 355,591 | -- | -- | 71,900 | -- | 23,795(7) | 451,286 | 2010 | 355,591 | -- | -- | 227,700 | -- | 26,753(8) | 610,044 | |||
Stephen P. Lynch President, PAR Government Systems Corporation and Rome Research Corporation | 2010 | 250,000 | -- | -- | -- | 134,400 | 51,970 | 8,981 | 445,351 | 2011 | 256,304 | -- | -- | 62,520 | 192,713 | -- | 9,012 | 520,549 |
2009 | 250,000 | -- | 22,693 | 133,500 | 46,650 | 2,835 | 455,678 | 2010 | 250,000 | -- | -- | 134,400 | 51,970 | 8,981 | 445,351 | |||
A. Edwin Soladay President, ParTech, Inc | 2010 | 325,000 | -- | -- | -- | 277,600 | 4,329 | 20,310(8) | 627,239 | |||||||||
2009 | 325,000 | -- | 294,938 | -- | 2,139 | 12,335(8) | 634,412 | |||||||||||
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 Plan. |
(2) | 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 Note |
(3) | |
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” on page | |
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 $10,395. |
(7) | Compensation information for Mr. Domorski reflects a partial year commencing in April, 2011 when he joined the Company. |
(8) | Includes payments made on Dr. Sammon’s behalf for club memberships of |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Awards: Market or Payout Value of Unearned Shares Units or Other Rights that Have Not Vested ($) | 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) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Paul B. Domorski | 0 | 250,000(1) | 0 | $4.81 | 04/21/21 | 0 | 0 | |||||||||||
Dr. John W. Sammon | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Ronald J. Casciano | 60,000 (2) | 0 | 0 | $6.01 | 10/13/14 | 0 | 0 | |||||||||||
Steven P. Lynch | 13,000(1) 2,000(2) | 7,000(1) 8,000(2) | 0 | $6.25 $4.73 | 01/08/18 02/24/19 | 125 | 714 | 0 | 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 | |||
A. Edwin Soladay | 89,000(3) | 36,000(3) | 0 | $5.68 | 01/02/19 | 0 | 0 |
(1) | These options were granted on April 21, 2011. The options will vest 25% each year as follows: 62,500 on April 25, 2012, 62,500 shares on April 25, 2013, 62,500 shares on April 25, 2014 and the remaining 62,500 shares on April 25, 2015. |
(2) | These options were granted on October 13, 2004 and became fully vested on April 13, 2009. |
(3) | 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 |
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) | 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) | (a) | (b) | (c) | |
Equity compensation plans approved by security holders | 571,000 | $5.47 | 508,000 | 757,300 | $5.47 | 193,700(*) |
Equity compensation plans not approved by security holders | 0 | 0 | 0 | 0 | 0 | 0 |
Total | 571,000 | $5.47 | 508,000 | 757,300 | $5.47 | 193,700 |
(*) | This total does not reflect shares which were subsequently returned to the Company’s 2005 Equity Incentive Plan as a result of expirations and or cancellations of grants during the first quarter of 2012. |
· | 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 2010 and 2011 where he served as President. Mr. Sammon’s total compensation for 2010 and 2011 was |
1. | Prepare an audit committee report as required by the SEC to be included in the Company’s annual proxy statement. |
a. | the integrity of the Company’s financial statements; |
b. | the Company’s compliance with legal and regulatory requirements; |
c. | the Company’s independent auditor’s qualifications and independence; and |
d. | the performance of the Company’s internal audit function and independent auditors |
· | Company management; |
· | the Company’s independent auditors; and |
· | the Company’s internal auditor |
1. | The independent auditor is ultimately accountable to the Board and the Committee. Therefore, the Committee, subject to any action that may be taken by the full Board, has the ultimate authority and is directly responsible for the appointment, compensation, evaluation, retention, oversight of the work and when appropriate termination of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The oversight responsibility includes resolution of disagreements between management and the independent auditor regarding financial reporting. Each such registered public accounting firm shall report directly to the Committee. |
2. | To assist the Board in its oversight of the independence, qualifications and performance of the independent auditor the Committee shall: |
a. | assess the auditor’s independence by at least annually obtaining and reviewing a report from the independent auditor delineating all relationships between the Company and the independent auditor, including non-audit services, consistent with Independence Standards Board Standard Number 1; |
b. | discuss with the independent auditor any such disclosed relationships and their impact or potential impact on the auditor's independence and objectivity, taking into account the opinions of management and the internal auditors; and |
c. | set clear policies for the hiring of employees or former employees of the Company’s independent auditors who participated in any capacity in the audit of the Company taking into account the pressures that may exist for auditors seeking a job with the company they audit. |
d. | at least annually obtain and review a report from the independent auditor that describes: |
i. | the audit firm’s internal quality-control procedures; |
ii. | any material issues raised by the firm’s most recent internal quality control review, or peer review, or by any inquiry or investigation by governmental or professional authorities within the most recent five years relating to one or more independent audits carried out by the firm; and |
iii. | any steps taken to deal with any such issues |
e. | (after reviewing the independent auditor’s report and the independent auditor’s work throughout the year) review and evaluate the qualifications, performance and independence of the independent auditor and lead partner of the independent auditor team taking into account the opinions of the Company’s management and the internal auditors; |
f. | discuss with management the timing and process for implementing the rotation of the lead audit partner, and the concurring (review) partner and any other active audit engagement team partner; |
g. | consider and discuss with management whether it is appropriate to adopt a policy of rotating the independent audit firm on a regular basis; |
h. | review and approve the independent auditor’s proposed audit scope and approach, including staffing of the audit and coordination of audit effort with internal audit; |
3. | The Committee shall regularly report to the full Board about Committee activities, issues and related recommendations and present the Committee’s conclusions with respect to the audit firm’s quality controls, independence, qualifications and performance and review any issues that arise with respect to the performance and independence of the independent auditors. |
4. | The Committee shall have the sole authority to approve all audit engagement fees and terms and the Committee, or a member of the Committee, must pre-approve any auditing services and permitted non-audit services, including the fees and terms thereof provided by the Company’s independent auditor, subject to the de minimus exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Committee prior to the completion of the audit. |
1. | The Committee shall review and discuss with the independent auditor the responsibilities, budget and staffing of the Company’s internal audit function. |
2. | The Committee shall review and discuss with management, the internal audit director and the independent auditor: |
a. | the effectiveness of the internal audit function, including compliance with established internal auditing practice standards |
b. | the audit risk assessment process and the proposed scope of the Internal Audit department for the upcoming year and coordination of that scope with the independent auditor; and |
c. | the results of the internal auditors’ examination of significant internal audit department findings and management responses. |
3. | The Committee shall assess and confirm there are no restrictions or limitations placed on the performance of internal audit. |
4. | The Committee shall review the appointment and, when appropriate, the replacement of the senior internal auditing executive |
5. | The Committee shall regularly report to the Board about Committee activities, issues and related recommendations with respect to the performance of the internal audit function. |
1. | Financial Reporting Practices. The responsibility for the Company’s financial statements and disclosures rest with the Company’s management. In providing oversight of the Company’s financial reporting practices, the Committee shall |
a. | regularly review with the independent auditor any audit problems or difficulties and management’s response. The review shall include any restrictions on the scope of the independent auditor’s activities or on the access the independent auditor had to requested information and any significant disagreements with management; any accounting adjustments noted or proposed by the auditor that were “passed” (as immaterial or otherwise); any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement; and any “management” or “internal control” letter or schedule of differences issued, or proposed to be issued, by the audit firm to the Company. |
b. | review and discuss with the independent auditor, and with management, major issues regarding accounting principals and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; |
c. | review and discuss with management and the independent auditor any major issues as to the quality and adequacy of the Company's internal controls and any special steps adopted in light of material control deficiencies, if any; |
d. | review and discuss any analyses prepared by the Company’s management and/or independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including any analyses of the effects of alternative GAAP methods on the financial statements; |
e. | review the effect of recent accounting professional and regulatory initiatives, complex or unusual transactions and highly judgmental areas, material off-balance sheet transactions or structures and other similar relationships on the financial statements of the Company; |
2. | Audited Financial Statements. With respect to the Company’s annual audited financial statements, the Committee shall: |
a. | meet with Company management and the independent auditor to review and discuss the Company’s annual audited financial statements to be included in SEC Form 10-K (or in the Annual Report to Shareholders if distributed prior to filing Form 10-K) and the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
b. | review and discuss with the independent auditor the matters required to be discussed by the applicable Statement of Auditing Standards (“SAS”); and |
c. | based on these discussions, the Committee will advise the Board whether it recommends the audited financial statements to be included in the Annual Report on Form 10-K (or in the Annual Report to Shareholders if distributed prior to filing Form 10-K). |
3. Interim Financial Statements. With respect to the Company’s interim financial statements the Committee shall: |
a. | meet with Company management and the independent auditor to review and discuss the Company’s quarterly financial statements to the SEC (e.g. Form 10-Q) including the results of the independent auditor’s review of such financials, prior to the filing thereof and the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
b. | review and discuss with the independent auditor and management the matters required to be discussed by the applicable SAS. |
4. | Disclosure of Financial Information. The Committee shall review and discuss in a general manner (e.g. the type of information to be disclosed and the type of presentation to be made) the Company’s earnings press releases (paying particular attention to any use of “pro forma” or “adjusted” non-GAAP information) as well as the financial information and earning guidance provided to analysts and rating agencies. The Committee is not required to discuss in advance each earnings release or each instance in which the Company provides earnings guidance. |
5. | Risk Assessment. It is the responsibility of the Company’s CEO and senior management to assess and manage the Company’s exposure to risk. The Committee shall discuss with the Company’s management the guidelines and policies to govern the process by which the Company’s management undertakes to assess and manage the Company’s exposure to risk. Discussion should also include the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. |
6. | The Committee shall regularly report to the Board about Committee activities, issues and related recommendations with respect to the quality or integrity of the Company’s financial statements, |
D. | Assist the Board in Oversight of the Company’s Compliance with Policies and Procedures Addressing Legal and Ethical Concerns. |
1. | The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
2. | The Committee has authority to conduct or authorize investigations into any matter brought to its attention. Within this scope of responsibility, the Committee has full access to all books, records, facilities and personnel of the Company and is empowered to: |
a. | engage independent counsel or other advisers as it determines necessary to carry out its duties; |
b. | seek any information from any employees – all of whom are directed to cooperate with the Committee’s requests – or external parties; |
c. | meet with Company officers, independent auditor or outside counsel, as necessary to fulfill its responsibilities; |
3. | The Committee shall regularly report to the Board about Committee activities, issues and related recommendations with respect to the quality or integrity of the Company’s compliance with legal or regulatory requirements. |
1. | The Committee shall have the power to authorize Company funding necessary and appropriate to carry out its duties, in particular it shall have the power to authorize funding for: |
a. | the compensation of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; |
b. | the compensation of any independent counsel or other advisers as it determines necessary to carry out its duties; and |
c. | the payment of the Committee’s ordinary administrative expenses that are necessary and appropriate in carrying out its duties. |
2. | The Committees functions are the sole responsibility of the Committee and may not be allocated to a different committee of the Board. |
3. | Review and assess the adequacy of this charter annually, requesting Board approval for proposed changes. |
4. | Confirm annually that all responsibilities outlined in this charter have been carried out |
5. | Evaluate the Committee's and individual members' performance on an annual basis. |
6. | Perform other activities related to areas covered by this charter as requested by the Board. |
7. | Institute and oversee special investigations as needed. |