(ii) “Compliance with Internal Revenue Code Section 162(m). Section 162(m) of” means the Internal Revenue Code of 1986, as amended, provides that compensation in excess of $1,000,000 paid toand any regulations thereunder.
(iii) “Common Stock” means the Named Executive Officers of a publicly held company will not be deductible for federal income tax purposes unless such compensation is paid pursuant to onecommon stock of the enumerated exceptions set forthCompany.
(iv) “Subsidiary” has the meaning in Section 162(m). The Company’s primary objective in designing and administering its compensation policies is to support and encourage the achievement424(f) of the Company’s long-term strategic goals and to enhance stockholder value. In general, stock options granted under the Company’s 2005 and 2015 EquityCode, provided, however, for purposes of Awards other than Incentive Plans are intended to qualify under and comply with the “performance based compensation” exemption provided under Section 162(m), thus excluding from the Section 162(m) compensation limitationStock Options, “Subsidiary” shall also include any income recognized by executives at the time of exercise of such stock options. Because salary and bonuses paid to Named Executive Officers have been below the $1,000,000 threshold, the Committee has elected, at this time, to retain discretion over bonus payments, rather than to ensure that payments of salary and bonus in excess of $1,000,000 are deductible. The Committee intends to review periodically the potential impacts of Section 162(m) in structuring and administering the Company’s compensation programs.
Role of Executive Officers
The Company’s Chief Executive Officer (“CEO”) reports on his evaluations of executive officers, including the other Named Executive Officers. The CEO makes compensation recommendations to the Compensation Committee for the other Named Executive Officers with respect to base salary and annual and long-term incentives.
Mr. Casciano oversaw the actual formulation of plans incorporating the suggestions of the Compensation Committee and provided information to the Compensation Committee on how employees were evaluated and the overall results of the evaluations.
Employment and Severance Agreements
On January 1, 2016, the Board appointed Karen E. Sammon to the position of President and Chief Executive Officer. In connection with her promotion, Ms. Sammon entered into an employment agreement with the Company under which her employment is “at will” and provided for the following elements that will impact her 2016 compensation: (a) an annual base salary of $300,000; (b) participation in the Company’s incentive compensation plan at the rate of 75% of her annual base salary in connection with performance against financial metrics established by the Board; (c) subject to approval and terms established by the Board on the grant date, grants under the PAR Technology Corporation 2015 Equity Incentive Plan of (i) 50,000 non-qualified stock options vesting equally over three years on the anniversary of the date of grant and (ii) 30,000 shares of restricted stock with long term performance based vesting in equal installments over three years with achievement of financial metrics as established by the Board; and (d) continued participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Any termination of Ms. Sammon’s employment without cause prior to January 1, 2018, would result in a severance payment of an amount equal to one year of her then current annual base salary in exchange for a duly executed standard release.
On December 12, 2015, Matthew R. Cicchinelli was appointed to the position of President, PAR Government Systems Corporation and Rome Research Corporation. In connection with his promotion, Mr. Cicchinelli entered into an employment agreement with the Company under which his employment is “at will” and provided for the following elements that impacted his 2015 and 2016 compensation: (a) an annual base salary of $240,000; (b) participation in the Company’s 2016 Incentive Compensation Plan at a rate of 50% of his annual base salary for on plan performance against financial targets associated with the Company’s Annual Operating Plan and specific business objectives as established by the Board; (c) subject to approval and terms established by the Board on the grant date, a grant under the PAR Technology Corporation 2015 Equity Incentive Plan of 20,000 shares of restricted stock with long term performance based vesting in equal installments over three years with achievement of financial metrics as established by the Board; and (d) continued participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Mr. Cicchinelli’s employment is not governed by any severance agreement.
On September 1, 2015, Mr. Steven P. Lynch was separated from his position as President, PAR Government Systems Corporation and Rome Research Corporation by mutual agreement with the Company. Under this agreement, Mr. Lynch received (i) a pro rata portion of 2015 incentive compensation amounting to $130,625;
(ii) a payment of one year’s base salary of $285,000 in exchange for an executed and unrevoked Release Agreement. Mr. Lynch also received three months of executive level outplacement with a value of $4,200.
Summary Compensation TableThe following table provides information concerning the compensation of the Company’s Chief Executive Officers and the two other most highly compensated executive officers (the “Named Executive Officers”) for fiscal 2015 and 2014. For a complete understanding of the table, please read the narrative disclosures above, as well as the footnotes that follow the table.
Name and Principal Position | Year | Salary ($)(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) |
Ronald J. Casciano (7) Chief Executive Officer, | 2015 | 350,000 | -- | -- | -- | -- | -- | 11,814 | 361,814 |
President and Treasurer, PAR Technology Corporation (retired) | 2014 | 350,000 | -- | 58,334 | -- | -- | 7,084 | 11,043 | 426,461 |
| | | | | | | | | | |
Karen E. Sammon (8) Former President, ParTech, Inc. | 2015 | 275,000 | -- | -- | -- | -- | -- | 1,290 | 276,290 |
(Current President & CEO, PAR Technology Corporation) | 2014 | 275,000 | -- | 75,091 | -- | -- | -- | 1,242 | 351,333 |
| | | | | | | | | | |
Matthew R. Cicchinelli (9) President, PAR Government | 2015 | 161,846 | -- | -- | -- | 22,090 | --- | 48,197(10) | 217,133 |
Systems Corporation and Rome Research Corporation | 2014 | 146,807 | -- | 20,756 | 3,202 | 22,079 | -- | 28,417(10) | 236,261 |
| | | | | | | | | |
Stephen P. Lynch (11) Former President, PAR | 2015 | 227,452 | -- | -- | 76,224 | 130,625 | -- | 316,715 (12) | 751,016 |
Government Systems Corporation and Rome Research Corporation | 2014 | 285,000 | | -- | -- | 212,078 | -- | 14,418(13) | 560,277 |
| | | | | | | | | | |
Robert P. Jerabeck(14) Former Executive Vice | 2015 | 95,769 | -- | -- | -- | -- | -- | 1,081 | 96,850 |
President and Chief Operating Officer, PAR Technology Corporation | 2014 | 300,000 | -- | 43,751 | -- | -- | -- | 3,222 | 346,973 |
(1) | Amounts reported in column (c) reflect base salaries earned by 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) | During fiscal year 2015, there were no stock awards granted. During fiscal year 2014, the Company granted 9,100 stock awards to Ms. Sammon and granted 15,600, 4,300 and 11,700 stock awards to Messrs. Casciano, Cicchinelli and Jerabeck, respectively. Included in the total are 7,000 performance based awards and 2,100 time vested awards to Ms. Sammon and 12,000, 3,200 and 9,000 performance based awards and 3,600, 1,000 and 2,700 time vested awards to Messrs. Casciano, Cicchinelli and Jerabeck, respectively. Additionally, during 2014, Ms. Sammon was granted 18,815 phantom stock awards, of which 6,272 were time vested and 12,543 were performance based awards. The dollar amounts reflect the aggregate grant fair value based upon the probable outcome of such conditions identified in the performance based awards, calculated in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015. The aggregate grant date fair value assuming the highest level of performance conditions will be achieved, are $122,000 for Ms. Sammon and $78,500, $22,000 and $58,900 for Messrs. Casciano, Cicchinelli and Jerabeck, respectively. All unvested grants to Mr. Jerabeck were forfeited at the time of his separation from the Company on April 15, 2015. |
(3) | During fiscal year 2015, the Company granted 54,550 options to Mr. Lynch and did not grant any stock options to Ms. Sammon, or Messrs. Casciano, Cicchinelli or Jerabeck. There was no vesting of any of the granted options to Mr. Lynch prior to his separation from the Company on September 1, 2015 and all unvested options were forfeited. During fiscal year 2014, the Company granted, 2,000 stock options to Mr. Cicchinelli and did not grant any stock options to Messrs. Casciano, Jerabeck or Lynch. 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 8 to the Company’s 2015 and Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Reports on Form 10-K filed with the SEC on March 30, 2016 and March 31, 2015 respectively. There can be no assurance that the grant date fair value amounts will be realized. |
(4) | 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 discussion of Executive Compensation under the section entitled “Incentive Compensation” on page 19. Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Deferred Compensation Plan. |
(5) | 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. |
(6) | 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); personal vehicle use; and imputed income on Company payment of term life insurance premiums as determined under the Internal Revenue Code. |
(7) | Mr. Casciano retired from his management positions with the Company effective January 1, 2016. |
(8) | Ms. Sammon was promoted to the position of President and Chief Executive Officer of the Company effective January 1, 2016. Prior to her promotion, Ms. Sammon served as President, ParTech, Inc. |
(9) | Mr. Cicchinelli was promoted to the position of President, PAR Government Systems Corporation and Rome Research Corporation effective December 12, 2015. Prior to his promotion, Mr. Cicchinelli served as Vice President, Intelligence, Surveillance and Reconnaissance Innovations. |
(10) | Also includes commission payments of $26,000 and $32,000 in 2015 and 2014, respectively. Also includes a $15,000 bonus related to the transition of the previous President of PAR Government. |
(11) | Mr. Lynch separated from the Company on September 1, 2015. |
(12) | In addition to the perquisites described in footnote (6) above, includes a separation payment of $285,000 and $12,000 housing benefit. |
(13) | In addition to the perquisites described in footnote (6) above, includes $9,000 housing benefit. |
(14) | Mr. Jerabeck separated from the Company on April 15, 2015. |
Outstanding Equity Awards at Fiscal Year-End
The following tables show all outstanding equity awards held by the Named Executive Officers at December 31, 2015.
| | Option Awards |
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date |
| (a) | (b) | (c) | (d) | (e) | (f) |
Ronald J. Casciano | 7,500(1) 10,000(2) 75,000(3) | 2,500(1) 5,000(2) 75,000(3) | 0 0 0 | $4.78 $5.32 $5.32 | 04/23/22 12/11/23 12/11/23 |
Karen E. Sammon | 4,000(4) 50,000(5) | 2,000(4) 50,000(5) | 0 0 0 | $5.32 $5.32 | 12/11/23 12/11/23 |
Matthew R. Cicchinelli | 666(6) | 1,334(6) | 0 | $4.80 | 1/9/24 |
(1) | These options were granted on April 23, 2012. Of these options, 2,500 vested on April 23, 2013, 2,500 vested on April 23, 2014 and 2,500 vested on April 23, 2015. The 2,500 unvested options vest as follows: 2,500 shares on April 23, 2016. |
(2) | These options were granted on December 11, 2013. Of these options, 5,000 vested on December 31, 2014 and 5,000 vested on December 31, 2015. The 5,000 unvested options vest as follows: 5,000 shares on December 31, 2016. |
(3) | These options were granted on December 11, 2013. Of these options, 37,500 vested on December 31, 2014. The 112,500 unvested options vest as follows: 37,500 shares on December 31, 2015, 37,500 shares on December 31, 2016 and the remaining 37,500 shares on December 31, 2017. |
(4) | These options were granted on December 11, 2013. Of these options, 2,000 vested on December 31, 2014 and 2,000 vested on December 31, 2015. The 2,000 unvested options vest as follows: 2,000 shares on December 31, 2016. |
(5) | These options were granted on December 11, 2013. Of these options, 25,000 vested on December 31, 2014. The 50,000 unvested options vest as follows: 25,000 shares on December 31, 2015, 25,000 shares on December 31, 2016 and the remaining 25,000 shares on December 31, 2017. |
(6) | These options were granted on January 9, 2014. The options will vest 33% annually over a three year period on the anniversary of the date of the grant. The 1,334 unvested options vest as follows: 666 shares on January 9, 2016 and the remaining 667 shares on January 9, 2017. |
| Stock Awards |
Name | Grant Date | Number of
Share or Units
of Stock that
Have Not
Vested (#)
| Market Value
of Shares or
Units of Stock
that Have Not
Vested ($)
| 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) | | (g) | (h) | (i) | (j) |
Ronald J.
Casciano *
| 2/14/2014
2/14/2014
| 0
0
| 0
0
| 2,400(1)
4,000(2)
| 16,152(1)
26,920(2)
|
Karen E.
Sammon
| 1/9/2014
1/9/2014
| 0
0
| 0
0
| 2,334(3)
1,400(4)
| 15,708(3)
9,422(4)
|
Matthew R.
Cicchinelli
| 1/9/2014
1/9/2014
| 0
0
| 0
0
| 1,814(3)
667(4)
| 12,208(3)
4,489(4)
|
Robert P.
Jerabeck *
| -- | -- | -- | --
| -- |
Stephen P.
Lynch *
| -- | -- | -- | -- | -- |
| * | Based on the separation from the Company on September 1, 2015 and April 15, 2015 for Messrs. Lynch and Jerabeck, respectively, there are no stock awards that remain unvested at December 31, 2015. |
| (1) | The Company granted 3,600 time vesting based restricted stock awards to Mr. Casciano. The time vesting based restricted stock awards vest in three separate tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved is $18,054 for Mr. Casciano. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
| (2) | The Company granted 12,000 performance based awards to Mr. Casciano. The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017. The first and second tranche was cancelled based on non-achievement of performance conditions. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $20,140 for Mr. Casciano. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
| (3) | The Company granted 7,000 and 3,200 performance based awards to Ms. Sammon and Mr. Cicchinelli respectively. The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017. The first and second tranche was cancelled based on non-achievement of performance conditions. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $12,498 and $11,427 for Ms. Sammon and Mr. Cicchinelli, respectively. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
| (4) | The Company granted 2,100 and 1,000 time vesting based restricted stock awards to Ms. Sammon and Mr. Cicchinelli, respectively. The time vesting based restricted stock awards vest in three separate tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017. The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2015. The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the grant conditions will be achieved is $7,469 and $3,557 for Ms. Sammon and Mr. Cicchinelli, respectively. Assumptions made in these valuations are discussed in Note 8 to the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2016. |
Equity Compensation Plan Information
The following table shows the number, as of December 31, 2015, of equity securities authorized for issuance under the Company’s equity incentive plans, differentiated by those compensation plans that have been previously approved by shareholders and those compensation plans that have not been previously approved by shareholders.
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 | 932,509 | $5.14 | 1,000,000(*) |
| Equity compensation plans not approved by security holders | 0 | 0 | 0 |
| Total | 932,509 | $5.14 | 1,000,000 |
(*) | This total reflects those shares available for issuance under the Company’s 2015 Equity Incentive Plan. The ability to issue grants under the Company’s previous equity plan, the 2005 Equity Incentive Plan, expired by its terms on December 28, 2015, however, awards previously granted under this plan remain valid and may extend beyond that date. |
Transactions with Related Persons
For the Company’s last fiscal year beginning January 1, 2015 and ending December 31, 2015, and for the Company’s 2014 fiscal year, beginning January 1, 2014 and ending December 31, 2014, there were no transactions, or currently proposed transactions,venture in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will havehas a direct or indirect materialsignificant interest except for the following:
| · | Prior to her promotion to President and Chief Executive Officer for the Company effective January 1, 2016, Karen E. Sammon, a member of the immediate family of Dr. John W. Sammon, Director and Chairman Emeritus of the Company’s Board of Directors and a beneficial owner of more than five percent of the Company’s outstanding Common Stock, served as President of ParTech, Inc., a wholly owned subsidiary of the Company. ParTech, Inc. is the principal business unit in the Company’s Hospitality business segment. Ms. Sammon’s total compensation for 2015 was $276,290 and was principally comprised of her salary of $275,000, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Ms. Sammon’s total compensation for 2014 was $351,333 and was principally comprised of her salary of $275,000, approximately $36,184 in equity or equity based awards with performance based vesting, and approximately $38,907 in time based equity or equity based awards, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executive. Ms. Sammon’s annual base salary for 2016 is currently set at $300,000. |
| · | John W. Sammon, III, a member of the immediate family of Dr. Sammon and Karen E. Sammon, became an employee of ParTech, Inc., a subsidiary of the Company, on October 13, 2014 serving as General Manager & Senior Vice President, Intelligent Checklist Software Division. Mr. Sammon’s total compensation for 2015 was $187,618 which was comprised of his salary, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives. Mr. Sammon’s total compensation for 2014 was $32,232 which was comprised of his salary, participation in the Company’s retirement plan, as well as provision of insurance benefits offered to the Company’s senior executives. Mr. Sammon’s annual base salary for 2016 is currently set at $185,000. |
| · | Karen E. Sammon, the Company’s President and Chief Executive Officer, and her brother, John W. Sammon, III, an employee of ParTech, Inc. are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a portion of the Company’s facilities at New Hartford, New York on a month to month basis at the base rate of $9,775 (or an aggregate annual amount of $117,300 for 2015 and 2014). In addition, Paragon Racquet Club provided memberships to the Company's local employees valued at $24,200 and $23,800 for 2015 and 2014, respectively. Both Ms. Sammon and Mr. Sammon are members of the immediate family of Dr. Sammon. |
Policies and Procedures With Respect to Related Party Transactions
The Company’s written policy on related party transactions requires Controllers of all subsidiaries to review on a quarterly basis all transactions and potential transactions for related party involvement. All identified transactions, if any, are reported to the Company’s principal accounting officer and the Company’s legal counsel. Approval or ratification by the Nominating and Corporate Governance Committee is required for any transaction or series of transactions exceeding $120,000 in which the Company is a participant and any related person has a material interest. Related persons would include the Company’s Directors and executive officers and their immediate family members as well as any person knownthat allow it to be the beneficial ownertreated as a subsidiary for purposes of more than 5% of the Company’s Common Stock.
Under the Company’s Corporate Governance Guidelines and Code of Business Conduct & Ethics, all Directors and executive officers and employees of the Company have a duty to report, which includes reports to the Company’s Compliance Officer and to the Nominating and Corporate Governance Committee or Audit Committee, potential conflicts of interests, including transactions with related persons. All related party transactions, other than compensation arrangements, expense allowances and other similar items in the ordinary course of business are disclosed in the Company’s financial statements. Compensation paid by the Company for service to an employee, even if the aggregate amount involved exceeds $120,000, are not reviewed by the Nominating and Corporate Governance or Audit Committees unless the Compliance Officer, principal accounting officer or legal counsel believe such compensation to be inconsistent with peers of the related party within the Company or the Company’s compensation practices in general.
Proposal 2: | Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers |
As a smaller reporting company, the Company provides disclosures regarding compensation of Named Executive Officers pursuant to Item 402 (m) through (q) of Regulation S-KRule 405 promulgated under the Securities Exchange Act of 1934 (“Regulation S-K”)1933, as amended.
b. No Right to Employment or Other Status. WhileNo person shall have any claim or right to be granted an Award, and the Company’s smaller reporting company status exempts itgrant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant at any time, with or without “for Cause”, with or without advance notice, and for any reason or no reason, free from Item 402(b)any liability or claim under the Plan.
c. No Rights as Stockholder. Subject to the provisions of Regulation S-K, which imposes compensation discussion and analysisthe applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be issued with respect to an Award until becoming the record holder of such shares. In accepting an Award under the Plan, a company’s executive compensation practices,Participant agrees to be bound by any clawback policy the Company has electedin effect or may adopt in the future.
d. Effective Date and Term of Plan. The Plan shall become effective on the date on which it is approved by the stockholders in 2019 (the “Effective Date”). No Awards shall be granted under the Plan after the completion of ten (10) years from the Effective Date, but Awards previously granted may extend beyond that date.
e. Amendment of Plan. Subject to provide information regarding its objectives and practices regarding executive compensationthe limitations set forth in this Section 10(e), the Board or Committee may amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that no amendment for which shareholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in order for the Plan and Awards to give itscontinue to comply with applicable provisions of the Code, shall be effective unless such amendment shall be approved by the requisite vote of the shareholders transparency into its compensation philosophy and practices. The compensation paidof the Company entitled to vote thereon. Any such amendment shall, to the Company’s Named Executive Officers is disclosedextent deemed necessary or advisable by the Board or the Committee, be applicable to any outstanding Awards theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Award outstanding under the Plan shall, upon request of the Board or the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the narrative discussion and compensation tables on pages 17 through 26 of this Proxy Statement. As discussedform prescribed by the Board or the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in the disclosures,Plan to the Company believes its compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long term interestscontrary, unless required by law, no action contemplated or permitted by this Section 10(e) shall materially adversely affect any rights of building shareholder value.
The Company’s shareholders, through their non-binding advisory vote at the 2013 Annual MeetingParticipants or obligations of Shareholders, indicated a desire for an annual non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers. The Board believes an annual vote will enhance shareholder communication by providing a clear, simple means for the Company to obtain information on investor sentiment about its executive compensation philosophy. Therefore,Participants with respect to any Award theretofore granted under the Plan without the consent of the affected Participant.
f. Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with Section 14Athe laws of the Security Exchange Actstate of 1934, as amended, andincorporation of the regulations promulgated there under, shareholders are being askedCompany, Delaware, without regard to provide a non-binding advisory vote on the following resolution:any applicable conflicts of law.
RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the compensation tables and narrative discussion, be and hereby is APPROVED.
Approvals:
The shareholder vote on Proposal 2 is advisory in nature and, therefore, is not binding on the Company,Adopted by the Board of Directors or the Compensation Committee. While the opinions ofon: April 16, 2019
Approved by the Company’s shareholders are valued, the result of the vote will not be deemed to create or imply any change to the fiduciary duties for the Company, the Board or the Compensation Committee. To the extent there is any significant vote against the compensation of the Company’s Named Executive Officersstockholders on: June 10, 2019, as disclosed in this Proxy Statement, the Company, the Board, and the Compensation Committee will consider shareholder concerns and an evaluation will be made as to whether any actions are necessary to address those concerns.
The Board of Directors recommends a vote FOR the proposal to approve the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the compensation tables and narrative discussion. Unless a contrary direction is indicated, shares represented by valid proxies that are not marked with a vote in connection with Proposal 2, will be voted FOR the proposal.
Other than as described in the materials of this Proxy Statement, the Board knows of no matters that will be presented at the meeting for action by shareholders. However, if any other matters properly come before the meeting, or any postponement or adjournment thereof, the persons acting by authorization of the proxies will vote thereon in accordance with their judgment.
NO INCORPORATION BY REFERENCE
In the Company’s filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring shareholders to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Report of the Audit Committee” and the executive compensation discussion contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement. If you have received this document in paper form, the Company’s Annual Report to its shareholders for the year ended December 31, 2015, including audited consolidated financial statements, accompanies this Proxy Statement. Except to the extent expressly provided herein, the Company’s Annual Report is not incorporated in this Proxy Statement by reference.
The Company’s Annual Report on Form 10-K can be located with the Proxy Materials on the Company’s website https://www.partech.com/about-us/investors/annual-reports/. In addition, the Annual Report on Form 10-K can be accessed under the SEC Filings link on our websitehttps://www.partech.com/about-us/investors/sec-filings/ together with the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. These reports are available for access as soon as is reasonably practicable after the Company electronically files such reports with, or furnishes those reports to, the SEC. The Company's Corporate Governance Guidelines, Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) and code of ethics entitled “Code of Business Conduct and Ethics” also are available at this same location on our website. Shareholders can receive free printed copies of any or all of these documents by directing a written or oral request to: PAR Technology Corporation, Attention: Investor Relations, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991, 315-738-0600; https://www.partech.com/about-us/investors/.
B-8
SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING
Shareholders may submit proposals on matters appropriate for shareholder action at the Company’s Annual Meetings consistent with the regulations adopted by the SEC and the By-Laws of the Company. To be considered for inclusion in next year’s Proxy Statement and form of proxy relating to the 2017 Annual Meeting, any shareholder proposals must be received at the Company’s general offices no later than the close of business on December 9, 2016. If a matter of business is received by February 22, 2017, the Company may include it in the Proxy Statement and form of proxy and, if it does, it may use its discretionary authority to vote on the matter. For matters that are not received by February 22, 2017, the Company may use its discretionary voting authority when the matter is raised at the Annual Meeting of Shareholders, without inclusion of the matter in its Proxy Statement. Proposals should be addressed to the attention of: Corporate Secretary, PAR Technology Corporation,
PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991. The Company recommends all such submissions be sent by Certified Mail - Return Receipt Requested.
| By Order of the Board of Directors, | |
| | |
| Viola A. Murdock | |
| Corporate Secretary | |
April 8, 2016 | | |
Turning Stone Resort
Tower Meeting Rooms
5218 Patrick Road
Verona, New York 13478
800-771-7711
http://www.turningstone.com/about-us/
http://www.turningstone.com/resort-map/
From Syracuse Hancock International Airport:
· | Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
From Albany, NY and points East:
· | Take I-90 (NYS Thruway) West to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
From Binghamton, NY and points South:
· | Take I-81 North to Exit 16A; Take I-481 North to Exit 6; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
From Watertown, NY and points North:
· | Take Route I-81 South; Take I-481 South; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
From New York City:
· | Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway) |
· | In the Albany area I-87 becomes I-90. Take care to stay on the Thruway (Toll Road) - do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West. |
· | Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
From Buffalo, NY and points West:
· | Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. |
· | Turn left onto Route 365 and take the next left into the Resort. |
