TABLE OF CONTENTS

UNITED STATES
(Rule 14a-101)SECURITIES AND EXCHANGE COMMISSION
INFORMATION REQUIRED IN PROXY STATEMENTWashington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934

Filed by Registrant         ☒(Amendment No.  )

Filed by a Party other than the Registrant        ☐

Filed by the Registrant ☒
​​
Filed by a Party other than the Registrant  ☐
Check the appropriate box:

☐
Preliminary Proxy Statement

☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒
Definitive Proxy Statement

☐
Definitive Additional Materials

☐
Soliciting Material Pursuantunder to § 240.14a-11(c) or §240.14a-12

PAR Technology Corporation
TECHNOLOGY CORPORATION
(Name of Registrant as Specified In Itsin its Charter)
(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

S
☒
​​
No fee required.required
 ☐
​​
Fee paid previously with preliminary materials
☐
​​
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4)(1) and 0-11.
1)Title of each class of securities to which transaction applies:.
2)Aggregate number of securities to which transaction applies:
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
4)Proposed maximum aggregate value of transaction: 
5)Total fee paid: 
☐Fee paid previously with preliminary materials.
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1)Amount Previously Paid:
2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:
Karen E. Sammon

TABLE OF CONTENTS


President and Chief Executive Officer
PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, NY  13413
 
PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, New York 13413
April 8, 2016

20, 2022
Dear Shareholders:Fellow Stockholder:

You are invitedI am pleased to attendinvite you to PAR Technology Corporation’s 20162022 Annual Meeting of ShareholdersStockholders (the “meeting”“Annual Meeting”), to be held on Wednesday, May 18, 2016,Friday, June 3, 2022 at 10:00 AM, local time.a.m. (Eastern Time). The meetingAnnual Meeting will be helda completely virtual meeting. You will be able to attend and participate in the Annual Meeting via the Internet at Turning Stone Resort, Towerwww.virtualshareholdermeeting.com/PAR2022, where you will be able to vote your shares electronically and submit questions. Information about how to attend and participate in the Annual Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478.  During the meeting, we will present a report on PAR’s operations, followed by discussion of and voting on the matters set forthis included in the accompanying proxy materials.
The attached Notice of 20162022 Annual Meeting of ShareholdersStockholders and Proxy Statement and discussion of otherproxy statement describe the formal business matters properly brought before the meeting.  Therethat we will also be time for questions.

This Proxy Statement provides information about PAR that is of interest to all shareholders and presents information regarding the business to be conductedtransact at the meeting.Annual Meeting.

I sincerely hope you will attend our Annual Meeting of Shareholders on May 18, 2016.  Under New York Stock Exchange Rules, your brokerYour vote is not permitted to vote on your behalf in an uncontested election of directors or corporate governance matters supported by management unless you provide specific instructions.  As a result, taking an active role in the voting of your shares has become more important than ever before.. Whether or not you plan to attend you can ensurethe Annual Meeting, please vote your shares are represented atby telephone, by the meeting by promptly voting and submitting your proxy over the internet, by telephone,Internet or, if you have requestedreceived a hardprinted copy of the proxy materials, by completing, signing and dating your proxy card and returning your proxy formit in the prepaid envelope provided withprovided. Voting by proxy now will not limit your right to change your vote or to attend the form.Annual Meeting.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support, interest and investment in PAR Technology Corporation.
Sincerely,

President and
Savneet Singh, Chief Executive Officer and President

 

TABLE OF CONTENTS


PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, New York 13413
NOTICE OF
2022 ANNUAL MEETING OF STOCKHOLDERS
Dear PAR Technology Corporation Stockholder:
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”) will be held as follows:
Date:
​​
Friday, June 3, 2022
 
​​
Important
Time:
​​
10:00 a.m. (Eastern Time).
​​
Meeting:
​​
The Annual Meeting will be a completely virtual meeting.
​​
​​
To attend and participate in the Annual Meeting, if you are a registered holder, you will need the 16-digit control number included on your Notice to Shareholders of Record
Internet Availability of Proxy Materials or on your proxy card. If you are a beneficial owner and your shares are registered in the name of a broker, bank, or other nominee and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the http://www.proxyvote.com website, then you may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. Stockholders will be able to vote and submit questions during the Annual Meeting.
​​
Place:
​​
Virtual-only via the Internet at www.virtualshareholdermeeting.com/PAR2022.
​​
Record Date:
​​
April 11, 2022.
​​
Items of Business:
​​
To elect the six (6) director nominees named in the accompanying proxy statement to serve until the 2023 annual meeting of stockholders;
​​
​​
To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
​​
​​
To approve an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan;
​​
​​
To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the Shareholderfiscal year ending December 31, 2022; and
​​
​​
To transact other business that may properly come before the Annual Meeting to be held at 10:00 AM local time on May 18, 2016:

The Proxy Statement, Proxy Card and the 2015 Annual Report on Form 10-K are available at:
www.partech.com/investors/proxy

You can access Internet voting at:
www.investorvote.com/PAR

You can access toll free Telephone voting at:
1-800-652-VOTE (8683)
or any adjournments or postponements thereof.
IMPORTANT NOTICE REGARDING ESCHEATMENT LAWS:  The Company has been advised that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to escheat to the state in which the shareholder was last known to reside.  One way shareholders can ensure their account is active is to vote their shares.

Printed Using Soy Ink
Recycled Content Paper

You are encouraged to elect and receive future proxy materials via email.  You can make this election by visiting the Investor Center at www.computershare.com/investor.  If you are accessing this document on line, please consider the environment before you print.  If you are reviewing a hard copy of this document, when you are finished, please be considerate of the environment and recycle.
i

TABLE OF CONTENTS

A complete list of registered stockholders will be available at least 10 days prior to the Annual Meeting at our corporate headquarters, 8383 Seneca Turnpike, New Hartford, New York 13413. This list will also be available for examination by stockholders of record during the Annual Meeting at www.virtualshareholdermeeting.com/PAR2022.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to Be Held on Friday, June 3, 2022 at 10:00 a.m. (Eastern Time).
This Notice of 2022 Annual Meeting of Stockholders, Proxy Statement, and 2021 Annual Report on
Form 10-K are available at www.proxyvote.com.
By Order of the Board of Directors,

Savneet Singh,
Chief Executive Officer and President
New Hartford, New York
April 20, 2022
Whether or not you plan to attend the Annual Meeting, please vote your shares by telephone, by the Internet or, if you received a printed copy of the proxy materials, by completing, signing and dating your proxy card and returning it in the envelope provided. Voting by proxy now will not limit your right to change your vote or to attend the Annual Meeting.

TABLE OF CONTENTS

TABLE OF CONTENTS

Page
2016 Proxy Summary
iii
Notice of 2016 Annual Meeting of Shareholders
iv
Proxy Statement
​​
1
General Information About the Proxy Materials and Voting
​​
1
Proposal 1:1 - Election of Directors
3​​
5
Directors Executive Officers and
​​
5
Corporate Governance
3​​
7
Environmental, Social and Governance
​​
10
Report of the Audit Committee
11​​
12
Principal Accounting Fees and ServicesTransactions with Related Persons
13​​
12
Director Compensation
​​
14
Executive Officers
​​
15
Security Ownership of Certain Beneficial Owners and Management
14​​
17
Section 16(a) Beneficial Ownership Reporting ComplianceCompensation Discussion and Analysis
16​​
19
Director Compensation Committee Report
16​​
29
Proposal 2 - Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive CompensationOfficers
17​​
37
Summary Compensation TableProposal 3 - Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan
22​​
38
Outstanding Equity Awards at Fiscal Year-EndProposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditors
24​​
43
Principal Accounting Fees and Services
​​
44
Equity Compensation Plan Information
26​​
45
Transactions with Related Persons
26
Policies and Procedures with Respect to Related Party Transactions
27
Proposal 2: Non-binding Advisory Vote Regarding the Compensation of the Company’s Named Executive Officers
27
Other Matters
28
No Incorporation by Reference
28
Available Information
29
Shareholder Proposals for 20172023 Annual Meeting
29​
2016 Proxy Summary

This summary is intended to provide a quick source for information contained elsewhere in this Proxy Statement.  This summary does not contain all the information a shareholder should consider and you are encouraged to read the entire Proxy Statement carefully before voting your shares.

Annual Meeting Information:

·Date and Time:
​
Wednesday, May 18, 2016 at
10:00 AM, local time46
·Place:Amendment to Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan
Turning Stone Resort
Tower Meeting Rooms (Saranac Room)
5218 Patrick Road
Verona, New York 13478
​
​
·Record Date:Appendix A-1
March 24, 2016

Meeting Agenda:

·Call to Order
·Report of Operations
·Questions
·Election of Directors

TABLE OF CONTENTS

·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
·Transact such other business as may properly come before the meeting

Matters to be voted upon:

Matter
Board’s
Recommended Vote
Page Reference
for more detail
·Election of Directors
FOR the Director Nominees
3
·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
FOR27
 
iiiPAR Technology Corporation
8383 Seneca Turnpike
Table of Contents
New Hartford, New York 13413
April 20, 2022
2022 ANNUAL MEETING OF STOCKHOLDERS
To be held June 3, 2022
NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERSPROXY STATEMENT
TO BE HELD ON WEDNESDAY, MAY 18, 2016

Dear PAR Technology Shareholder:

The 2016 Annual Meeting of ShareholdersThis proxy statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, (the “Company”), will be held at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 on Wednesday, May 18, 2016, at 10:00 AM, local time, forin connection with the following purposes:

1.To elect seven (7) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders;

2.To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and

3.To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting.

Thesolicitation of proxies by our Board of Directors has set March 24, 2016 asfor use at our Annual Meeting of Stockholders to be held on Friday, June 3, 2022 at 10:00 a.m. (Eastern Time) virtually via the record date forInternet at www.virtualshareholdermeeting.com/PAR2022. This proxy statement and proxy card or Notice of Internet Availability of Proxy Materials are first being sent or made available to our stockholders on or about April 20, 2022.
INFORMATION ABOUT THE PROXY MATERIALS AND VOTING
Who is entitled to notice and to vote at the Annual Meeting.  This means that ownersMeeting?
Only stockholders of the Company'srecord of our common stock at the close of business on March 24, 2016April 11, 2022, the record date, are entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements thereof.  A list of shareholders as of the close of business on March 24, 2016 will be made available for inspection by any shareholder, for any purpose relating to the Annual Meeting, during normal business hours at our principal executive offices, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413, beginning 10 days prior to the meeting.  This list will also be available to shareholders at the meeting.

Every shareholder’s vote is important.  Whether or not you plan to attend in person, we request you vote as soon as possible.  Most shareholders have the option of voting their shares by telephone or via the internet.  If such methods are available to you, voting instructions are printed on your proxy card or otherwise included with your proxy materials.  If you have requested a hard copy of the proxy materials, you may also vote by the traditional means of completing and returning the proxy card in the accompanying postage prepaid envelope.  If you vote via telephone or Internet, there is no need to return your proxy card.

The proxy solicited hereby may be revoked at any time prior to its exercise by: (i) executing and returning to the address set forth above a proxy bearing a later date; (ii) voting on a later date via telephone or Internet; (iii) giving written notice of revocation to the Secretary of the Company at the address set forth above; or (iv) voting at the meeting.

By Order of the Board of Directors,
Viola A. Murdock
Corporate Secretary
April 8, 2016
This page intentionally left blank.
PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY  13413-4991

April 8, 2016

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAR Technology Corporation (the “Board”), a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at 10:00 AM, local time, on Wednesday, May 18, 2016, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 and at any postponement or adjournment thereof.  The approximate date on which this Proxy Statement, the form of proxy and Annual Report for the fiscal year ending December 31, 2015 are first being sent, given or made available to shareholders is April 8, 2016.

Purpose of Meeting

At the meeting, shareholders will be asked to consider and vote on the following matters:

1.To elect seven (7) Directors of the Company for a term of office to expire at the 2017 Annual Meeting of Shareholders;

2.To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and

3.To transact such other business as may properly come before the meeting or any adjournments or postponements of the Annual Meeting.

Each of the proposals is described in more detail in this Proxy Statement.

Record Date

Only shareholders of record at the close of business on March 24, 2016 will be entitled to notice of, and to vote at, the meeting or any postponements or adjournments of the meeting.  As of that date,Annual Meeting. On April 11, 2022, there were 15,606,21127,058,804 shares of the Company's common stock par value $0.02 per share (the “Common Stock”), outstanding and entitled to vote.  Treasury shares are not voted.outstanding. Each share of Common Stock entitles the shareholdercommon stock is entitled to one vote on all matters to come beforevote.
Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).
As permitted by the meeting including the electionrules of the Directors.Securities and Exchange Commission (“SEC”), on or about April 20, 2022, we sent the Notice to our stockholders of record as of April 11, 2022. Stockholders will have the ability to access the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Annual Report”), on the Internet at www.proxyvote.com or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice, including an option to request paper copies on an ongoing basis. The holdersNotice also instructs you on how to vote through the Internet or by telephone.
Who is paying for this proxy solicitation?
We are paying the costs of shares representing a majority,the solicitation of proxies. We will reimburse brokers, banks or 7,803,106 shares, representedother custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. Certain of our directors, officers and employees, without additional compensation, may also solicit proxies on our behalf in person, by telephone, or by proxy, shall constituteelectronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a quorum to conduct business.fee of $8,000 plus out-of-pocket expenses.

Stockholder of Record; Shares Registered in Your Name.
Voting Rights

Broker discretionary voting (voting without specific instruction from the shareholder) has been eliminatedIf on April 11, 2022 your shares were registered directly in connection with uncontested election of directors and corporate governance matters supported by management.  As a result, broker discretionary voting will not be allowed with respect to any of the above proposals.  Every shareholder is encouraged to participate in voting.
Methods of Voting

Shareholders may vote in person or by proxy.  Shareholders of record may vote by mail, via telephone, via the internet or at the Meeting.  Ifyour name, then you are a beneficial shareholder, please referstockholder of record and you may vote on the matters to be voted upon at the Annual Meeting. If your proxy card or the information forwarded to you by your bank, broker or other holder of record to identify which voting options are available to you.  If you take advantage of telephone or Internet voting, you do not need to return your proxy card.  Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day, and will close at 3:00 AM Eastern Time on May 18, 2016.

A shareholder’s right to attend the meeting and vote in person will not in any way be affected by the method by which the shareholder has voted.  The last vote of the shareholder is controlling.  If shares are held in the name of a bank, broker or other holder of record, the shareholder must obtain a proxy,properly executed in their favor, from the holder of recordtime to be able to vote at the meeting.  All shares that have been properly voted and not revoked will be voted at the meeting.  When proxies are returned properly executed,Annual Meeting, the shares represented by the proxiesyour proxy will be voted in accordance with the directionsinstructions you provide. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/PAR2022 and vote your shares if you have already voted by proxy (see “Can I change my vote after submitting my proxy?” below).
1

TABLE OF CONTENTS

Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.
If on April 11, 2022 your shares were not registered in your name, but rather in the name of a broker, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization, which is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. Beneficial owners whose voting instruction form or the Notice indicates that they may vote their shares through the http://www.proxyvote.com website may attend and participate in the Annual Meeting using the 16-digit control number included on that instruction form or the Notice. Otherwise, beneficial owners should contact their broker, bank or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend and participate in the Annual Meeting. If you have any questions about your control number or how to obtain one, please contact the broker, bank or other nominee that holds your shares.
Participating in the Annual Meeting.
The Annual Meeting will be a completely virtual meeting. There will be no physical meeting location.
The meeting will be conducted via an audio webcast. To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2022 and enter the 16-digit control number included on your Notice or on your proxy card or voting instruction form, or otherwise provided to you by your broker, bank or other nominee. You may begin to log into the meeting platform beginning at 9:45 a.m., Eastern Time, and the Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on June 3, 2022.
If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2022, type your question into the “Ask a Question” field, and click “Submit.” We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
Matters to be voted on at the Annual Meeting.
We are asking our stockholders to consider and vote on the following matters:
•
​​
Proposal 1:
​​
Election of the six (6) director nominees named in this proxy statement to serve until the 2023 annual meeting of stockholders;
•
​​
Proposal 2:
​​
Approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
•
​​
Proposal 3:
​​
Approval of an amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to increase the number of shares of common stock available to be issued under the plan;
•
​​
Proposal 4:
​​
Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022; and
•
​​
Other business, if properly raised.
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the individuals named on the proxy card will vote your shares in their discretion on such matters.
How do I vote my shares?
Stockholders may vote their shares over the Internet, by telephone or during the Annual Meeting by going to www.virtualshareholdermeeting.com/PAR2022. If you requested and/or received printed proxy material, including a printed version of the shareholder.  In those instances where proxy cardscard, you may also vote by mail.
By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Time, on June 2, 2022. If you are signeda beneficial owner, the availability of online voting may depend on the voting procedures of the organization that holds your shares.
2

TABLE OF CONTENTS

By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice or on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m., Eastern Time, on June 2, 2022. If you are a beneficial owner, the availability of phone voting may depend on the voting procedures of the organization that holds your shares.
By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and returned, but faildating the proxy card received and returning it in the prepaid envelope.
During the Annual Meeting. You may vote during the Annual Meeting by going to specifywww.virtualshareholdermeeting/PAR2022. You will need the shareholder’s16-digit control number included on your Notice or on your proxy card or voting instructions,instruction form or otherwise provided to you by your broker, bank or other nominee. If you previously voted via the shares representedInternet (or by thattelephone or mail), you will not limit your right to vote online at the Annual Meeting.
Can I change my vote after submitting my proxy?
Yes, if you are a stockholder of record, you can revoke your proxy will be voted as recommended by the Board of Directors.  The proxy solicited hereby may be revoked at any time prior to its exercise at the Annual Meeting by: (i) executing
Submitting another completed and returning to the address set forth above asigned proxy card bearing a later date; (ii) voting on
Granting a later date viasubsequent proxy by telephone or through the Internet; (iii) giving
Giving written notice of revocation to PAR Technology Corporation’s Corporate Secretary; and
Attending the Secretary ofAnnual Meeting and voting by following the Company at the address set forth above; or (iv) voting at the meeting.

Effects of Voting

With respect to the election of the Directors, shareholders may: (i) vote “FOR” the nominees namedinstructions described in this Proxy Statement; or (ii) “WITHHOLD AUTHORITY” to vote for any or all such nominees.  The election ofproxy statement. Simply attending the Directors requires a plurality of the votes cast.  Accordingly, withholding authority to vote for any Director nomineeAnnual Meeting will not, preventby itself, revoke your proxy.
Your most current vote will be counted. If you are a beneficial owner of shares registered in the nominee from being elected.

With respect to the non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers, shareholders may: (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting.  For this proposal, the vote is advisory and not binding on the Company, its Board of Directors or the Compensation Committee in any way.  Therefore, there is no vote required for approval.  However, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when making future decisions regarding the Company’s executive compensation programs.

With respect to any other matter that properly comes before the meeting, the affirmative vote of the holdersname of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.
What constitutes a quorum?
A majority of the shares of Common Stock represented in person or by proxyour common stock outstanding and entitled to vote on the proposal willApril 11, 2022 must be required for approval.

Electronic Access to Proxy Materials and Annual Report

This Proxy Statement, Form of Proxy and the Company’s Annual Report to its shareholders for the year ended December 31, 2015, including audited consolidated financial statements are available on the Company’s web site at https://www.partech.com/about-us/investors/annual-reports/.

Proxy Solicitation and Costs

In addition to the use of the internet and mail service, directors, officers, employees and certain stockholders of the Company may solicit proxies on behalf of the Company personally, by telephone or by facsimile or electronic transmission.  No additional compensation will be paid to such individuals.  The Company will bear the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability, this Proxy Statement and any additional information furnished to shareholders.  The Company will also bear the cost of the charges and expenses of brokerage firms and others forwarding the solicitation material to beneficial owners of shares of the Company’s Common Stock.  The internet and telephone voting procedures are designed to verify a shareholder’s identity, allows the shareholder to give voting instructions and confirm that such instructions have been recorded properly.
Proposal 1:  Election of Directors

Pursuant to the Company’s Certificate of Incorporation, as amended in 2014, all directors (other than those who may be elected by the holders of any series of preferred stock, voting as a separate class) are elected for a one-year term expiring at the next annual meeting of shareholders.  Each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal.  Therefore, at this meeting, directors will be elected for a one-year term expiringpresent at the Annual Meeting to constitute a quorum and to conduct business at the Annual Meeting. For purposes of determining whether a quorum exists, shares represented by proxy and in attendance online at the Annual Meeting, as well as any abstentions and broker non-votes will be counted for purposes of establishing a quorum. An “abstention” occurs when a stockholder affirmatively declines to vote on a proposal. A broker non-vote occurs when shares held by a broker, bank or other nominee in “street name” are not voted with respect to one or more proposals because the nominee did not receive voting instructions from the beneficial owner of the shares on non-routine proposals for which the nominee lacks discretionary voting power to vote the shares.
3

TABLE OF CONTENTS

What vote is required to approve each proposal?
Proposal
​​
Voting Options
​​
Vote Required
​​
Effect of Votes
1
​​
Election of Directors
​​
“For” or “Withhold”
​​
A plurality of votes cast (which means the six (6) director nominees receiving the most “For” votes will be elected).  
​​
“Withhold” votes and broker non-votes will have no effect on the results.
​
2
​​
Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers
​​
“For”, “Against” or “Abstain”
​​
A vote “For” by a majority of votes cast.
​​
Abstentions and broker non-votes will have no effect on the results.  

This advisory vote on executive compensation is non-binding on the Board.  
​
3
​​
Amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan to Increase the Number of Shares of Common Stock available to be issued under the plan
​​
“For”, “Against” or “Abstain”
​​
A vote “For” by a majority of votes cast.
​​
Abstentions and broker non-votes will have no effect on the results.
​
4
​​
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditors for the fiscal year ending December 31, 2022
​​
“For”, “Against” or “Abstain”
​​
A vote “For” by a majority of votes cast.
​​
Abstentions will have no effect on the results of the vote.

Brokers, banks and other nominees have discretionary authority to vote on this proposal.
What if I return a proxy card but do not make specific choices?
All properly signed proxies returned in time to be counted at the Annual Meeting will be voted by the named proxies at the Annual Meeting. Where you have specified how your shares should be voted on a matter, your shares will be voted in accordance with your instructions; if you properly sign your proxy card, but you do not indicate how your shares should be voted on a matter, your shares will be voted as the Board recommends. The Board recommends a vote “For” the six (6) director nominees identified in Proposal 1 and “For” Proposals 2-4.
What is “householding” and how does it work?
If you are the beneficial owner of shares held in 2017.  The seven nominees“street name”, the broker, bank, or other nominee that holds your shares may deliver a single Notice of 2022 Annual Meeting of Stockholders, proxy statement and 2021 Annual Report, along with individual proxy cards, or individual voting instruction forms to any household at which two or more stockholders reside unless contrary instructions have been received from you. This procedure, referred to as householding, reduces the volume of duplicate materials stockholders receive and reduces mailing expenses. Stockholders may revoke their consent to future householding mailings or enroll in householding by contacting Broadridge Financial Solutions by calling 1-866-540-7095, or by writing to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717, Attn: Householding Department. If you wish to receive a separate set of proxy materials for this year’s Annual Meeting, we will deliver them promptly upon request to Attn: Investor Relations, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413 or (315) 738-0600.
4

TABLE OF CONTENTS

PROPOSAL 1 – ELECTION OF DIRECTORS
The Board of Directors are all currently membersis set at six (6) directors, and at the Annual Meeting stockholders will vote to elect the six (6) director nominees to serve until the 2023 annual meeting of the Board andstockholders. All director nominees have been nominated for election by the Board uponbased on the recommendation of the Nominating and Corporate Governance Committee and each has consented to stand for re-election.

(“NCGC”). Each director nominee was elected by our stockholders at the 2021 annual meeting of stockholders. The Board has no reason to believe that any of the director nominees will beare unable or unwilling to serve, if elected.  In the event that any of the nominees shall become unable or unwillingand each director nominee has consented to accept nomination or election as a director, it is intended that such shares will be voted, by the persons named in the Form of Proxy, for the election of a substitute nominee selected by the Board, unless the Board should determinethis proxy statement and to reduce the number of directors pursuant to the By-Laws of the Company.serve if elected.

Director Nominees
The names offollowing table sets forth information about the nominees, their ages as of April 8, 2016,Company’s directors, who are also the year each first became a director are set forth in the following table.nominees:
Directors and Director
Nominees
​​
Age
​​
Director
Since
​​
Positions and Offices
​​
Independent(1)
Savneet Singh
​​
38
​​
2018
​​
Chief Executive Officer and President of the Company and President of ParTech, Inc.
​​
No
Keith E. Pascal
​​
57
​​
2021
​​
 
​​
No
Douglas G. Rauch
​​
70
​​
2017
​​
 
​​
Yes
Cynthia A. Russo
​​
52
​​
2015
​​
 
​​
Yes
Narinder Singh
​​
48
​​
2021
​​
 
​​
Yes
James C. Stoffel
​​
76
​​
2017
​​
 
​​
Yes

 
Nominees for Director
Age
Director Since
 Ronald J. Casciano622013
 Paul D. Eurek562014
 Dr. Donald H. Foley712016
 Cynthia A. Russo462015
 Dr. John W. Sammon771968
 Karen E. Sammon512016
 Todd E. Tyler532014
(1)
Independent under the listing standards of the New York Stock Exchange (the “NYSE”) and our Corporate Governance Guidelines.

The Board of Directors unanimously recommends a vote FOR“For” the proposalelection to elect allthe Board of each of the above named nominees for a one year term to the Company’s Board.  Unless a contrary direction is indicated, shares represented by valid proxies and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of thedirector nominees.

DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES

Directors and Director Nominees
Below are summaries of the background, business experience and description of the principal occupation of each ofour directors, who are also the director nominees.

Savneet Singh. Mr. Singh’s biographical information is set forth below under “Executive Officers”.
Keith E. PascalRonald J. Casciano. . Mr. Casciano was appointed Director in March 2013 coincident with his appointment to the position of Chief Executive Officer and President of PAR Technology Corporation in which he served until his retirement effective January 1, 2016.  Mr. Casciano alsoPascal has served as Treasurer of the Company from 1995 until January 1, 2016.  Mr. Casciano also serves as a director on the boards of the Company’s subsidiary companies within the Government business segment.  Joining the Company in 1983, Mr. Casciano, a Certified Public Accountant, held several leadership positions with the Company including Chief Accounting Officer (2009-2012), Vice President Chief Financial Officer (1995 to 2012), and Senior Vice President, Chief Financial Officer (2012 untilSecretary of Act III Holdings, LLC, a Boston-based investment fund, since March 2013).2018. In addition, since 2008, Mr. Pascal has served as President and Founder of 12:51:58 MW LLC, a provider of an enterprise software platform for global restaurant and retail operators. From January 2015 to his experience as CEO and President of the Company,March 2018, Mr. Casciano brings to the Board his broad based functional management experience, including accounting, finance, investor relations, information technology, human resources, and facilities.  Mr. Casciano formerlyPascal worked for Panera Bread where he served as a memberconsultant and was named Chief Concept Officer in November 2017. Mr. Pascal served as CEO of Goji, a developer of high-tech cooking technology, from 2010 to 2012, as the BoardCEO of DirectorsTorex Retail PLC Hospitality Division from 2006 to 2008, and Chairas Founder and CEO of Savista, a point of sale software and business process outsourcing company serving the Audit Committee of Veramark Technologies, Inc., a position he heldglobal restaurant industry, from 2011 until the sale of that company1999 to 2006. Mr. Pascal started his career in 2013.
Paul D. Eurek.operations at McDonald’s Corp. In addition, Mr. Eurek is the President of Xpanxion LLC (UST Global Group), serving in that capacity since 1998 when he founded the company.  Privately held Xpanxion is a professional services and software development company focused on cloud centric technology headquartered in Atlanta, Georgia.  Mr. Eurek is also the co-founder and founding Chief Executive Officer of Hi Tech Partners Group a start-up incubator and investment company, also founded in 1998.  Since 2013, Mr. EurekPascal has served as a memberdirector of BJ’s Restaurants, Inc. (NASDAQ: BJRI) since May 2020. He brings over 30 years of restaurant operations and executive experience, with both privately-held and publicly-held national restaurant chains, and significant experience in the boardrestaurant industry, as both an investor and as a director.
Douglas G. Rauch. Mr. Rauch spent 31 years with Trader Joe’s Company, the last 14 years as a President until his retirement in June 2008. Since June 2015, Mr. Rauch has served as the Founder/President of directors and is presently Chairman ofDaily Table, an innovative non-profit retail solution to bring affordable nutrition to the Board of Invest Nebraska Corporation, a 501(c)(3) corporation which operates as an investment and funding vehicle for the State of Nebraska and other organizations.  Mr. Eurekfood insecure in Boston’s inner city. He previously served as the PresidentCEO of Conscious Capitalism, Inc. from August 2011 to July 2017, where he continues to serve as a director. Since February 2020, Mr. Rauch has served as a director of Sprouts Farmers Market, Inc. (NASDAQ: SFM), a grocery store offering affordable, fresh, natural and Chief Executive Officer of Compris Technologies, Inc. whichorganic products, where he founded in 1992 and by 1997 grew to a global provider of retail enterprise systems when it was acquired by NCR Corporation.  Mr. Eurek contributes his deep understanding of global hospitality technology, cloud based systems and implementation experience, executive and organizational management proficiencies and knowledge of strategic planning.  Mr. Eurek serves as the Chair of the Compensation Committee,Audit Committee. From October 2009 to October 2019, Mr. Rauch served as a trustee at the Olin College of Engineering and he serves as a director or as an advisory board member of several for
5

TABLE OF CONTENTS

profit and non-profit companies. Mr. Rauch brings extensive knowledge and operational experience in the food service/grocery industry and strategic implementation and leadership skills providing insights and perspectives important to us as a provider of technology solutions to restaurants and retail.
Cynthia A. Russo. Ms. Russo has more than 25 years’ experience in financial and operations management with global, growth technology companies. Since June 2019, Ms. Russo has served as a director of Verra Mobility Corporation (NASDAQ: VRRM), a provider of smart mobility technology solutions and services throughout the United States, Canada and Europe, where she serves on the Audit and Nominating/Corporate Governance Committees andCompensation Committees. Since 2021, Ms. Russo has been a Director since July 22, 2014.

Dr. Donald H. Foley. Dr. Foley is the founder and sole proprietor of Martingale Consulting, an executive level and strategic, managerial and business development services firm.  Prior to establishing Martingale Consulting, Dr. Foley served as director of UserTesting, Inc. (NYSE: USER), an on-demand human insight platform that enables organizations to deliver a better customer experience, where she serves as the Group Presidentchair of the ResearchAudit Committee. Ms. Russo is also a director of Verifone, Inc., a global unified platform that provides customers a seamless payment experience with any payment method, where she serves as the Audit Committee chair and Intelligence Group of Science Applications International Corporation (“SAIC” now known as Leidos, Inc.) from 1991 to 2005 and Executive Vice President, from 2005 to 2011.  Dr. Foley also served as a member of the Board of Directors of SAIC from 2002 to 2007.  Leidos, one of the nation’s largest government contractors, provides scientific, engineering, systems integration and technical services to the United States Department of Defense and governmental intelligence agencies as well as selected commercial markets.  Dr. Foley has been a member of the Board since January 1, 2016 and is a member of the Audit, Compensation and Nominating/Corporate Governance Committees.  Dr. Foley brings to the Board a broad range of technology based government contracting and organizational management experience, risk management and strategic planning.

Cynthia A. Russo.Committee. Ms. Russo is thepreviously served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NASDAQ: CVT), a position she has held since September 28, 2015.  Cvent is a cloud-based enterprise event management platform, provider offering solutionsfrom September 2015 to event planners for online event registration, venue selection, event management, mobile applications, email marketing and web surveys.  From April 2010 until December 2014,September 2018. Prior to that, Ms. Russo served as Executive Vice President and Chief Financial OfficerCFO of MICROS Systems, Inc., a provider of integratedglobal, public enterprise information system software, hardware and services solutions to thecompany for retail and hospitality and retail industries.industries (NASDAQ: MCRS). During her 19 years at MICROS, Ms. Russo joined MICROS in 1996 and, prior to her promotion in April 2010, served in various othera variety of senior financial roles.  Onroles until MICROS Systems’ acquisition by Oracle in September 8, 2014, MICROS became an indirect, wholly-owned subsidiary of Oracle Corporation.2014. Ms. Russo holds a member of the Board since her election on May 28, 2015, serves as the Lead Director of the Board, Presiding Director of the independent directors, Chair of the Audit Committeebachelor’s degree in business administration from James Madison University and also serves asis a member of the Compensation and Nominating/Corporate Governance Committees.  A Certified Public Accountant and Certified Internal Auditor, Ms. Russo qualifies as a financial expert within the meaning of the rules of the Securities and Exchange Commission.Auditor. Ms. Russo brings significant financial acumen,accounting expertise, executive leadership and operational and risk management and organizational management proficiencies.experience to our Board.

Narinder Singh.Dr. John W. Sammon.  Dr. Sammon is the founder of the Company and Mr. Singh has served as the Company’s Chief Executive Officer, President and Chairman of the Board until he retired from his management role in the Company and stepped down as Chairman of the Board in April, 2011.  Dr. Sammon also serves as a director on the boards of the Company’s subsidiary companies within the Government business segment.  The extensive experience gained as leader of the Company since its inception, as well as from the various senior executive capacities he has held with the Company’s subsidiaries, gives Dr. Sammon an in depth understanding of the Company’s business and its customers.  Dr. Sammon also brings to the Board his extensive leadership experience, strategic planning and broad organizational development expertise.  In April, 2011, Dr. Sammon was named Chairman Emeritus of the Board.  Dr. Sammon has been a Director of the Company since 1968.  Dr. Sammon is the father of Karen E. Sammon, a Director and an Executive Officer of the Company serving as PresidentCo-founder and Chief Executive Officer of LookDeep Health since March 2019. Prior to that, he served as a Co-founder and President of Topcoder and a member of the Company,board of directors of Appirio Inc., a leader in cloud and John W. Sammon, III, who servesemerging technologies from September 2006 until its acquisition by Wipro Limited in November of 2016. Mr. Singh served in various roles at Appirio, including leading strategy, research and development, marketing and international for the company. Prior to working at Appirio, Mr. Singh worked at SAP SE in the Office of the CEO as a part of the Corporate Strategy Group from July 2004 to September 2006. While at SAP SE, Mr. Singh led initiatives on sales, maintenance and competitive strategies. From November 1998 to March 2004, Mr. Singh managed research and development, sales, and marketing activity as Vice President and General Manager at webMethods focusing on integration, BPM and workflow technologies. Mr. Singh began his career with Accenture PLC in September 1995 at its Center for Strategic Technology and worked there until November 1998. Mr. Singh holds a Bachelor of Science from Northwestern University, an MBA from the Wharton School of Business and a Masters in Translational Medicine through a collaborative program at University of California – San Francisco and University of California - Berkeley. Mr. Singh is also a co-founder of and current chairman of the SureCheck® business withinboard of the Company’s restaurantSikh Coalition. Mr. Singh brings an extensive background in technology and retail business unit, ParTech, Inc.
4significant leadership and management experience, including expertise in the areas of software development and strategy.
Karen E. Sammon.  Ms. Sammon is themultiple public companies. From 2011 to 2019 he also served as Co-Founding General Partner of Trillium International, a private equity firm focused on growth equity investments in technology companies. From 1997 – 2005, Mr. Stoffel held various senior executive positions at Eastman Kodak Company, including as Senior Vice President, Chief Technical Officer; Director of Research and Development; and Vice President, Director Electronic Imaging Products Research and Development. Prior to Eastman Kodak Company, Mr. Stoffel had a 20-year career with Xerox Corporation, serving as Vice President of Corporate Research and Technology; Vice President and General Manager of Advanced Imaging Business Unit; Vice President and Chief Executive OfficerEngineer; and other executive positions. Since January 2007, Mr. Stoffel has served on the board of directors of Aviat Networks, Inc. (NASDAQ:AVNW), where he chairs the Compensation Committee and previously served as a lead independent director from July 2010 to February 2015. From 2003 until his retirement in October 2018, Mr. Stoffel served on the board of directors of Harris Corporation (NYSE: HRS, now L3 Harris Technologies, Inc. (NYSE: LHX)). Mr. Stoffel is a Life Fellow of the Company.  Prior to her promotion on January 1, 2016, Ms. Sammon served as the PresidentInstitute of Electrical and Electronics Engineers and Trustee Emeritus of the Company’s restaurantGeorge Eastman Museum. Mr. Stoffel’s technology management expertise, his general management experience, his investment and retail business unit, ParTech, Inc., a position held since April 2013.  Ms. Sammon also currently holds executivecapital markets expertise, and director positionshis extensive public company board experience, provides us with subsidiaries of the Company.  Ms. Sammon is the former Senior Vice President of The CBORD Group, Inc. (“CBORD”) which she joined in 2010.  CBORD is a provider of cashless card solutions, foodvaluable perspectives, capabilities, and nutrition service management software, and integrated security solutions for colleges and universities, healthcare facilities, supermarkets, and corporations.  While at CBORD, Ms. Sammon had responsibility for strategic planning and management of CBORD’s US and Asia/Pacific operations.  Priorknowledge critical to joining CBORD, Ms. Sammon held a variety of positions with ParTech, Inc. from 1993 to 2010, including Chief Product & Strategy Officer; President, PAR Software Solutions; Vice President, Business Development, Director of Marketing and Corporate Counsel.  Ms. Sammon has been a member of the Board since January 1, 2016 and brings to the Board the benefit of her extensive global hospitality technology experience, organizational development, strategic planning, changeour strategy, management, and diverse functional leadership experience.  Ms. Sammon is the daughter of Dr. John W. Sammon,corporate governance. Mr. Stoffel serves as Lead Director Chairman Emeritus and Founder of the Company.

Todd E. Tyler.  In December, 2015, Mr. Tyler became the CEO and member of the Board of Directors of Electronic Commerce, Inc., a cloud based software company which provides human capital management solutions.  Mr. Tyler also sits on the boardsCompany.
6

TABLE OF CONTENTS

CORPORATE GOVERNANCE
Director Independence. Each of numerous cloud based private software companiesour directors, other than Savneet Singh and serves in an advisory capacity to certain private equity firms.  From April 2001 to October 2013, Mr. Tyler was the President, CEO and member ofKeith E. Pascal, has been determined by the Board of Directors of Lanyon, Inc. which provides cloud-based software for the meeting and events industry and transient hotel programs.  Lanyon was acquired by Vista Equity Partners in December 2012.  Prior to joining Lanyon, Mr. Tyler served as the Chief Financial Officer, General Counsel and member of the Board of Directors of a wholly owned subsidiary of CenterPoint Energy (formerly known as Reliant Energy, Inc.) from April 2000 to March 2001.  Mr. Tyler is an attorney and a member in good standing of the State Bar of Texas and is also a financial expert within the meaning of the rules of the Securities and Exchange Commission.  Mr. Tyler brings to the Board his financial reporting and risk management proficiencies, global hospitality technology experience, as well as a solid background in strategic planning and executive and organizational development.  Mr. Tyler serves as the Chair of the Nominating/Corporate Governance Committee and as a member of the Audit and Compensation Committees.  Mr. Tyler has been a Director since July 28, 2014.

EXECUTIVE OFFICERS

The following tables list all persons who served as executive officers of the Company during all or part of 2015, and all persons serving as executive officers in 2016, their respective ages as of April 8, 2016, positions held by such persons and occupations for the last five years.  All of the current executive officers of the Company are serving open ended terms.  There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.

NameAgePositions held
Matthew R. Cicchinelli (1)
53
·President, PAR Government Systems Corporation and Rome Research Corporation
·Vice President, ISR Innovations, PAR Government Systems Corporation
Viola A. Murdock (2)
60
·Vice President, General Counsel & Secretary, PAR Technology Corporation
Karen E. Sammon (3)
51
·President and Chief Executive Officer, PAR Technology Corporation
·President, ParTech, Inc.
Matthew J. Trinkaus (4)
33
·Corporate Controller, Chief Accounting Officer and Acting Treasurer, PAR Technology Corporation
(1)Mr. Cicchinelli was named President, PAR Government Systems Corporation and Rome Research Corporation effective December 15, 2015.  Mr. Cicchinelli, joined PAR in 2011 as Executive Director for Operations, and in 2013 was promoted to Vice President, Intelligence, Surveillance and Reconnaissance (“ISR”) Innovations.  Prior to joining PAR, Mr. Cicchinelli served in various senior roles with the United States Marine Corps and the Department of Defense with a focus on command and control, ISR technologies, and strategic plans and policies.  Mr. Cicchinelli retired from the Marine Corps in 2011 with the rank of Colonel.

(2)Ms. Murdock was named Vice President, General Counsel & Secretary of the Company effective September 17, 2014.  Prior to her promotion Ms. Murdock served as Senior Corporate Counsel since 1996 and Acting Secretary since 2013.  Ms. Murdock has advised the Company of her intent to retire from the Company in 2016.

(3)Ms. Sammon was named President and Chief Executive Officer of the Company effective January 1, 2016.  Ms. Sammon served as President, ParTech, Inc. from April 2013 until the time of her promotion.

(4)Mr. Trinkaus was named Chief Accounting Officer effective March 31, 2015 and Acting Treasurer effective January 1, 2016.  A Certified Public Accountant, Mr. Trinkaus holds this position concurrent with the position of Corporate Controller which he has held since January 1, 2015.  Mr. Trinkaus joined the Company in January of 2013, as Assistant Corporate Controller.  Before joining the Company, Mr. Trinkaus served as Vice President, Assistant Corporate Controller with NBT Bancorp, beginning in November 2011.  From April 2010 to November 2011, Mr. Trinkaus worked as a Senior Audit Associate with KPMG LLP.

The following lists those Executive Officers who served in that capacity during all or any part of 2015 but have separated from the Company prior to April 8, 2016.

NameAgePositions
Michael S. Bartusek (1)
47Vice President, Chief Financial Officer
Ronald J. Casciano (2)
62Chief Executive Officer, President and Treasurer, PAR Technology Corporation
Lawrence W. Hall (3)
56President, PAR Springer-Miller Systems, Inc.
Robert P. Jerabeck(4)
60Vice President and Chief Operations Officer
Stephen P. Lynch (5)
59President, PAR Government Systems Corporation and Rome Research Corporation
Steven M. Malone (6)
35Vice President, Corporate Controller and Chief Accounting Officer, PAR Technology Corporation

(1)Mr. Bartusek was terminated from the Company for cause effective March 14, 2016 in connection with unauthorized investments made in contravention of the Company’s policies and procedures involving Company funds.  Mr. Bartusek served as Vice President and Chief Financial Officer of the Company from July 20, 2015 until his termination.  Prior to joining the Company, Mr. Bartusek served as the Chief Financial Officer and Corporate Treasurer at Sutherland Global Services, Inc. (“SGS”) a $900M business process outsourcer, from 2007 to October 2014.  Prior to SGS, Mr. Bartusek was Director of Finance for the North American operations at XEROX Global Services, Inc. from 2004 to 2007.

(2)Mr. Casciano retired from the position of Chief Executive Officer and President of the Company effective January 1, 2016 but continues in the capacity of Director for the Company and subsidiary companies within the Government Business segment.  A more detailed biography for Mr. Casciano can be found above in connection with Director Nominees.

(3)Mr. Hall separated from the Company in November 2015 in connection with the Company’s divestiture of the hotel and spa technology business unit.  Mr. Hall had served as President, PAR Springer-Miller Systems, Inc., a wholly owned subsidiary of the Company and part of the Company’s Hospitality business segment since August 2008.

(4)Mr. Jerabeck separated from the Company on April 15, 2015 when the Company eliminated the position of Chief Operating Officer.  Mr. Jerabeck had served as Executive Vice President and Chief Operating Officer of the Company since April 2013.  Prior to joining the Company, Mr. Jerabeck, held various positions with a unit of Honeywell International Inc., Honeywell Scanning and Mobility, a global supplier of data collection and management solutions for in-premises, mobile and wireless applications.  From March 2012 until joining the Company, Mr. Jerabeck served as Director, Quality Assurance, and, from May 2011 through September 2012, he led the integration of the EMS Global Tracking and LXE businesses acquired by Honeywell Scanning and Mobility.
(5)Mr. Lynch separated from the Company on September 1, 2015.  Mr. Lynch had served as President of two of the Company’s wholly owned subsidiaries in the Company’s Government business segment, PAR Government Systems Corporation and Rome Research Corporation since January 2008.
(6)Mr. Malone separated from the Company on March 31, 2015 to pursue another opportunity.  Mr. Malone, a Certified Public Accountant, was named Vice President and Chief Accounting Officer of the Company in May 2012.Mr. Malone held these positions concurrently with the position of Controller, ParTech, Inc. a position he held since August 2014 and Corporate Controller, a position he held from June 2010 through December 31, 2014. Mr. Malone joined the Company in May 2009 as the Director of Financial Analysis and Planning.

CORPORATE GOVERNANCE

As provided by the By-Laws of the Company, as amended, and the laws of the State of Delaware, the Company’s state of incorporation, the business of the Company is under the general direction of the Board.  The Board is comprised of six non-management directors and one management director.

Director Independence.  The Board of Directors has affirmatively determined that four of the non-management directors (Directors Eurek, Foley, Russo and Tyler) are “independent” under the listing standards of the New York Stock Exchange (“NYSE”),NYSE and meets the Company’s Standardsadditional independence standards of Independence, and pursuantthe NYSE with respect to the Company’s Corporate Governance Guidelines.  Prior to his departure from the Board in May 2015, former Director John S. Barsanti was affirmatively determined by the Board to also meet these independence standards.  In order to assist the Board in making this determination, the Board has adopted standards of independence as part of the Company’s Corporate Governance Guidelines,committees on which he or she serves. Our independent directors are available on the Company’s website at https://www.partech.com/wp-content/uploads/2015/12/PAR_Corp_Gov_Guidelines-as-Amended-12-10-14.pdf.  The standardsidentified in the Corporate Governance Guidelines identify, among other things, material business, charitable and other relationships that could interfere with a director’s ability to exercise independent judgment.  During 2015, there were no transactions, relationships or arrangements between the Company and Directors Eurek, Russo or Tyler or anytable on page 5 of their respective immediate family members or entities with which they are affiliated.  Dr. Foley, through his consulting firm, Martingale Consulting, served as a consultant to the Company from April 25, 2012 through December 8, 2015.  In no twelve month period during the last three years did Dr. Foley receive compensation from the Company that totaled or exceeded $120,000.  During 2015, Dr. Foley received compensation in connection with this consulting relationship totaling $80,000.  This consulting relationship with Martingale Consulting ceased in December 2015 and, during 2015, there were no other transactions, relationships or arrangements between the Company and Director Foley or any of his immediate family members or entities with which his is affiliated.  During 2015, there were no transactions, relationships or arrangements between the Company and former Director Barsanti or any of his immediate family members or entities with which his is affiliated.  There are no family relationships between Directors Eurek, Foley, Russo or Tyler and any of the Company’s executive officers (“Executive Officers”).  The Executive Officers serve at the discretion of the Board.proxy statement.

Board Meetings and Attendance.  In 2015,Attendance. During the 12-month period ended December 31, 2021, the Board held 20 meetings and the standing Committees of the Board held a total of 1317 meetings. Each director attended at least 75% of the aggregate of all meetings of the Board and the committees on which they served.  It ishe or she served during the Company’s policy to encourageportion of 2021 for which he or she was a director or committee member. The Company encourages directors to attend the Annual Meetingannual meetings of Shareholdersstockholders, but such attendance is not required. Last year, one memberThree of the Boardour directors who served during 2021 attended the Annual Meeting2021 annual meeting of Shareholders.
7stockholders.
Board Leadership Structure.  Since 2013, the Company’s By-Laws provide for the separation of the position of Chairman of the Board from the office of Chief Executive Officer.  In 2015, former Director Barsanti servedStructure. James C. Stoffel currently serves as Chairman of the Board and PresidingLead Director of the independents until the expiration of his term on May 28, 2015.  Following the 2015 Annual Meeting of Shareholders, the Board did not elect a Chairman of the Board but placed the leadership of the Board with Director Russo who was electedour Board. As Lead Director, and whoMr. Stoffel performs the function of the Chairman of the Board. The Board has determinedbelieves that the separation ofseparating the roles of Lead Director and Chief Executive Officer is appropriate for the Company asbecause it enables theour Chief Executive Officer to focus more closely on the day to dayday-to-day operations of the Company while theour Lead Director provides independent leadership to the Board. As a result,Our Lead Director’s independence uniquely situates him to represent the Board believes a non-executive Lead Director enables the leaderinterests of the Company’s Board to better represent shareholder interestsour stockholders and provide independent evaluation of and oversight of our management. He presides over all Board meetings, including executive sessions without the presence of management. The Board also believes that such separation is consistentHe regularly communicates with best practices of corporate governance of a publicly traded company.  The independent directors have also designated Director Russo as the independent lead or Presiding Director with broad authorityour Chief Executive Officer and responsibility.  During 2015, Presiding Director Barsanti scheduled and presided at one executive session of theliaisons between our non-management directors and one executive session of the independent Directors without any management, directors or employees present.  Presiding Director Russo scheduled and presided over one executive session of the independent Directors without any management directors or employees present.  The respective Presiding Directors communicated with theincluding our Chief Executive Officer, to provide feedbackhelp ensure that our non-management directors are fully informed and recommendations ofable to discuss and debate among themselves and with management the independent directors.issues that they deem important.

Board Oversight of Risk Management.  TheManagement. Our Board is responsible fordoes not have a separate risk management committee; rather the full Board manages the risk oversight function, with certain areas addressed by committees of risk management.  As part of its meetings in 2015, the Board dedicated timewhere such risks are inherent in a committee’s purview. In particular, our Audit Committee oversees our guidelines, policies and processes established by management relating to reviewour financial statements and discuss with management specific risk topics in detail.  In addition, the Board held four meetings in 2015 for a comprehensive review with management of each of the Company’s business segments to discuss existing and potential strategic and operational risks.  Follow up with the Board was conducted as appropriate.financial reporting processes. The Audit Committee oversees the Company’s risk policiesinternal audit function and processes relating to themeets regularly with senior management and our independent auditors concerning our financial statements and financial reporting processes, including our internal controlscontrol over financial reporting.  The Company’s Internal Audit function reports directly to the Audit Committee and the Committee meets regularly with the Company’s management and independent public accounting firm regarding these mattersreporting and the effectiveness of such controlsprocesses and processes.controls. The Audit Committee regularly reports on such mattersmeets with management to discuss and assess management’s guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures, including the nature and level of risk appropriate for the Company and management’s strategies and mitigation efforts. The Audit Committee, typically in joint session with the full Board.

Committees.  The Board, has three standing committees:  Audit; Compensation;regularly meets and Nominating/Corporate Governance.  Pursuant to the Company’s By-Laws, the Board may designate members of the Board to constitute such other committees as the Board may determine to be appropriate.receives reports from our cybersecurity, information technology and compliance groups regarding our systems, data security and compliance with legal and regulatory matters. The members of each of the three standing committees and the number of meetings held by each committee in 2015 are set forth in the following table.

 NameAuditCompensation
Nominating &
 Corporate
Governance
 Meetings Held in 2015463
 Members   
 Paul D. EurekXChairX
 
Dr. Donald H. Foley (1)
XXX
 
Cynthia A. Russo (2)
ChairXX
 Todd E. TylerXXChair

(1)The effective dates of Director Foley’s committee assignments coincide with the date of his appointment to the Board effective January 1, 2016.
(2)The effective dates of Director Russo’s committee assignments coincide with the date of her election to the Board on May 28, 2015.  Prior to May 28, 2015, the committee assignments currently held by Director Russo were held by former Director John S. Barsanti.

Audit Committee.  In accordance with its charter, the Audit Committee assists the Board inalso has oversight of the Company’s accounting and financial reporting processes, systems of internal control, the audit process of the Company’s financial statements, and the Company’s processes for monitoring compliance with applicable laws and regulations as well as the Company’s code of ethics and conduct.  The New York Stock Exchange (“NYSE”) and the Committee’s charter require the Audit Committee to consist of a minimum of three members, each of whom has been determined by the Board to meet the independence standards adopted by the Board.  The standards adopted by the Board incorporate the independence requirements of the NYSE Corporate Governance Standards and the independence requirements set forth by the SEC.  The Board has determined each of the members of the Audit Committee (including any member who has stepped down during 2015) and the current members of the Audit Committee to be “independent” as this term is defined by the NYSE in its listing standards, meet SEC standards for independence of audit committee members and no member of the Audit Committee has a material relationship with the Company that would render that member not to be “independent”.  The NYSE and the Committee’s charter require all members of the Committee to be financially literate at the time of their appointment to the Committee, or within a reasonable time thereafter.  The Board has determined that all members of the Audit Committee are financially literate and the Chair of the Committee, Director Russo, and Director Tyler are each an “audit committee financial expert”, as defined by the SEC.  The number of meetings of the Audit Committee indicated in the table above includes meetings held separately with management, the Company’s Internal Audit function, the independent public accounting firm, as well as separate executive sessions with only independent directors present.  The Report of the Audit Committee begins on page 11 of this Proxy Statement.
Compensation Committee.  The Committee’s charter requires the Compensation Committee to be comprised of a minimum of three independent directors.  The present Committee is comprised of four members.  The Board has determined that each of the members of the Committee has met the independence standards adopted by the Board which incorporate the independence requirements of NYSE listing standards even though these rules are not applicable to smaller reporting companies.  Meeting as needed, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company’s Chief Executive Officer, evaluates performance in light of those goals and objectives and determines and approves the compensation level (including any long-term compensation components) and benefits based on this evaluation.  In addition, the recommendations of the Chief Executive Officer regarding the compensation, benefits, stock grants, stock options and incentive plans for all Executive Officers of the Company are subject to the review and approval of the Compensation Committee.related party transactions. Our NCGC focuses on risks associated with our corporate governance policies and practices and environmental, social and governance (“ESG”) matters.
Code of Conduct. Our Code of Conduct (the “Code of Conduct”) is applicable to all our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, other senior financial officers and other executive officers. The Compensation Committee also reviews and makes recommendationsCode of Conduct is posted on our website at www.partech.com/investor-relations/. Any substantive amendments to the Board regardingCode of Conduct or waivers granted to our directors, Chief Executive Officer, Chief Financial Officer, other senior financial officers or other executive officers will be disclosed by posting on our website.
Hedging Transactions. Our Compliance Handbook, which applies to all our employees, officers and directors prohibits hedging or monetization transactions in our securities, including through the leveluse of financial instruments such as prepaid variable forwards, equity swaps, collars and formexchange funds that permit holders to own our securities without the full risks and rewards of compensation for non-employee directors in connectionownership.
Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at www.partech.com/ investor-relations/. Our Corporate Governance Guidelines contain independence standards, which are substantially similar to and consistent with service onthe listing standards of the NYSE, and policies relating to our corporate governance. These guidelines are reviewed no less frequently than annually by the Board and its committees.

In 2015 the Committee did not engage any independent compensation consultant, choosing to utilize purchased survey data more fully described in the compensation discussion under the heading Executive Compensation commencing on page 17 of this document.

Nominating/Corporate Governance Committee.  PursuantNCGC and, to the NYSE listing standards all membersextent deemed appropriate in light of the Nominating/Corporate Governance Committee are independent.  Pursuant to its charter a minimum of three independent directors must constitute the Nominating/Corporate Governance Committee.  The present Committee is comprised of four members.  The Board has determined that each of the members of the Nominating/Corporate Governance Committee has met the independence standards adopted by the Board which incorporate the independence requirements of NYSE listing standards.  The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities to:

·identify and recommend qualified nominees for election to the Board
·develop and recommend to the Board a set of corporate governance principles, as set forth in the Company’s Corporate Governance Guidelines;
·maintain the corporate code of ethics and conduct as set forth in the Company’s Code of Business Conduct and Ethics; and
·monitor the compliance with, and periodically review and make recommendations to the Board regarding the Company’s governance.

Committee Charters.  The Board of Directors has approved the charters under which the Audit, Compensation, and Nominating/Corporate Governance Committees operate.  These charters are reviewed regularly by the respective committees, which may recommend appropriate changes foremerging practices, revised accordingly, upon approval by the Board.  Copies of the charters for the Audit, Compensation, and Nominating/Corporate Governance Committees are posted on the Company’s website and a printed copy of these documents may be obtained without charge by written request.  Requests can be made via the internet or by mail.  The respective website and address for making such requests for printed copies of these and other available documents may be found under the heading “Available Information” on page 29 of this Proxy Statement.
Presiding Director and Executive Sessions.  The independent directors have chosen Director Russo to preside at regularly scheduled executive sessions of the independent directors during 2015 and during 2016 until the Annual Meeting.  Prior to expiration of his term on May 28, 2015, this role was filled by former Director John S. Barsanti.  Among their duties and responsibilities in this capacity, the respective Presiding Directors chaired and had the authority to call and schedule Executive Sessions of the non-management directors and the independent directors.  The Presiding Director communicated with the Chief Executive Officer and the Board to provide feedback and recommendations of the independent directors.  The independent directors met in executive session with only independent directors being present a total of two times during 2015.

Communication with the Board.  The Board avails itself to communications from the Company’s shareholders.. Interested parties may send written communication to the Board as a group, the independent directors as a group, the PresidingLead Director (James C. Stoffel), or to any individual director by
7

TABLE OF CONTENTS

sending the communication c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NYNew York 13413. Upon receipt, the communication will be relayeddelivered to Director Russo if it is addressed to the Board as a whole, to the Presiding Director,Stoffel (Lead Director) or to the independent directors as a group. If the communication is addressed to an individual director, the communication will be relayeddelivered to the individualthat director. All communications regarding financial accounting, internal controls, audits, and related matters will be referred to the Audit Committee. Interested parties may communicate anonymously if they so desire.
Committees. Our Board had four committees — the Audit Committee, Compensation Committee, Mergers and Acquisitions Committee and NCGC. Each Board committee operates under a written charter that has been approved by the Board. Current copies of each committee’s charter are posted on our website at www.partech.com/investor-relations/.
The following table provides information about each of the Board committees.
Name
​​
Audit
Committee(1)
​​
Compensation
Committee(2)
​​
Mergers and
Acquisitions
Committee(3)
​​
Nominating and
Corporate Governance
Committee(4)
Keith E. Pascal
​​
—
​​
—
​​
X
​​
—
Douglas G. Rauch
​​
X
​​
X
​​
—
​​
Chair
Cynthia A. Russo
​​
Chair
​​
X
​​
—
​​
X
James C. Stoffel
​​
X
​​
Chair
​​
X
​​
X
Narinder Singh
​​
—
​​
X
​​
Chair
​​
X
Savneet Singh
​​
—
​​
—
​​
X
​​
—
Total Meetings in 2021
​​
9
​​
10
​​
(3)
​​
5
(1)
Committee members are independent under the listing standards of the NYSE, Rule 10A-3 of the Securities Exchange Act of 1934 (“Exchange Act”), and as defined in the Audit Committee’s charter.
(2)
Committee members are independent under the listing standards of the NYSE and as defined in the Compensation Committee’s charter.
(3)
The Mergers and Acquisitions Committee was formed on February 8, 2022.
(4)
Committee members are independent under the listing standards of the NYSE and as defined in the NCGC’s charter.
Compensation Committee. The Compensation Committee oversees and administers our executive compensation programs. The Compensation Committee is also charged with overseeing the Company’s human capital strategies and policies, including diversity and inclusion, workplace environment, and culture. The Compensation Committee’s other primary responsibilities include:
Review and approve the goals and objectives relevant to our CEO’s compensation, evaluate the CEO’s performance, and determine and approve our CEO’s compensation, including incentive compensation;
Overseeing the administration of our compensatory plans, including incentive compensation arrangements and, where appropriate, make recommendations to the Board regarding amendments to existing plans or the adoption of new compensation plans;
Review and approve the compensation of our other named executive officers and certain other officers; and
Review and recommend to the Board the compensation of our non-employee directors.
The Compensation Committee has the authority to retain, oversee and compensate third party compensation consultants, legal counsel, or other advisers to assist the Committee in fulfilling its responsibilities. During the fiscal year ended December 31, 2021 (“FY 2021”), the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its compensation consultant to assist it in recommending the form and amount of executive and non-employee director compensation for FY 2021. Among other things, with respect to our FY 2021 compensation programs, the Compensation Committee asked Pearl Meyer to:
Perform an assessment as to the competitiveness of our executive compensation including total cash compensation (base salary and short-term incentive compensation (cash bonus)) and equity compensation (including structural considerations, equity components and performance matrices), relative to our peer group and broader survey data;
Review and recommend updates to our peer group;
8

TABLE OF CONTENTS

Conduct an assessment of the competitiveness of our non-employee director compensation;
Provide legislative and regulatory updates, including compensation trends;
Review and provide guidance on the Compensation Discussion and Analysis and proxy advisor reports;
Provide guidance on stockholder outreach; and
Provide guidance on the Company’s human capital strategy.
Prior to engaging Pearl Meyer, the Compensation Committee considered information relevant to confirm Pearl Meyer’s independence from the Board and management. Additional information regarding the services provided by Pearl Meyer can be found below under “Compensation Discussion and Analysis Director Nomination Process.  – Role of Compensation Consultant.”
Nominating and Corporate Governance Committee. The Nominating/Nominating and Corporate Governance Committee reviews possibleis charged with overseeing the Company’s policies, activities, opportunities, and other initiatives relating to sustainability and social responsibility in the context of the Company’s business. The NCGC’s other primary responsibilities include:
Develop and regularly review our Code of Conduct and Corporate Governance Guidelines;
Regularly evaluate the size and composition of the Board;
Identify and recommend qualified director candidates for the Board and recommends nominees to the Board for approval.  Board; and
Evaluate director independence and financial literacy.
The CommitteeNCGC considers potential director candidates from many sources including shareholders,stockholders, current Directors, company officers, employees,directors, management, and others. On occasion, the servicesStockholder recommendations of a third party executive search firm are used to assist in identifying and evaluating possible nominees.  Shareholder recommendations for possibledirector candidates for the Board should be sent to: Nominating and Corporate Governance Committee, c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NYNew York 13413. Regardless of the source of the recommendation, the Nominating and Corporate Governance CommitteeNCGC screens all potentialdirector candidates in the same manner. In identifying and considering candidates, the CommitteeNCGC considers the requirementscriteria set out in the charter of the Nominating/Corporate Governance Committee.  The criteriaGuidelines, which include specific characteristics, abilities and experience considered relevant to the Company’s businesses, including but not limitedincluding:
Business leadership with special expertise;
Skills in areas of perceived need from time to time;
Commitments that could materially interfere with the director’s obligations to the following:Company;

Skills compatible with our business objectives;
·the highest character and integrity with a record of substantial achievement;
Character and integrity;
·demonstrated ability to exercise sound judgment generally based on broad experience;
Inquiring mind and vision;
·activeA judicious and critical temperament; 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 experiences and background.

Commitment to building sound, long-term growth.
In addition, the Committee alsoNCGC considers the requirements set forth in the Company’s Corporate Governance Guidelines, as well as the needs of the Company and the range of talent and experience represented on the Board. When consideringThe NCGC strives to include a candidate,balance of diverse backgrounds, differing points of views (including with respect to demographics, such as gender, race, ethnic and national background, geography, age and sexual orientation) and experience in particular fields, and believes that, collectively, the Board should represent a diversity of perspectives. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process.
Audit Committee. Our Audit Committee will determine whether requesting additional information or an interview is appropriate.  The minimumassists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications and specific qualities and skills required for a candidate are set forth in the Company’s Corporate Governance Guidelinesindependence, and the committee charterperformance of the Nominating/Corporate Governance Committee.  Bothinternal audit function.
9

TABLE OF CONTENTS

The Audit Committee’s primary responsibilities include:
Direct oversight of these documents are posted onour independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the Company’s website.  Printed copies are also available, without charge, upon written requestscope and fees of the annual audit and any other services, including review, attestation, and non-audit services;
Review and discuss the internal audit process, scope of activities and audit results with internal audit;
Review and discuss our quarterly and annual financial statements and earnings releases with management and our independent auditor;
Recommend to the Board that our quarterly and annual financial statements be included in our periodic reports filed with the SEC;
Overseeing and monitoring our internal control over financial reporting;
Assist the Board in its oversight of our systems, data security and compliance with legal and regulatory matters; and
Overseeing related party transactions.
The Board determined that Ms. Russo is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act.
Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee assists the Board in fulfilling its oversight responsibilities relating to long-term strategy for the Company, risks and opportunities relating to such strategy, and strategic decisions regarding investments, acquisitions and divestitures by the Company. The websiteMergers and addressAcquisitions Committee does not have the authority to send such requests mayapprove investments, acquisitions and divestitures, but regularly reviews its thoughts and perspectives regarding potential transactions and post-transaction integration and opportunities with the Board.
The Mergers and Acquisitions Committee’s responsibilities include:
Review and assess, with the Company’s management, potential acquisitions, divestitures and investments;
Evaluate risk to the Company in connection with proposed acquisitions, divestitures and investments; and
Assist the Company’s management with post-transaction integration processes, strategies, and synergies.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
As a leading provider of software, hardware, and services to the restaurant and retail industries, we recognize the importance of our contributions and participation in supporting a healthy environment, economic opportunity, and social equity in the communities where we operate. We are committed to responsible business practices, continuous improvement in our operations and strengthening our relationships with our stakeholders. To advance our ESG practices, in FY 2021:
Governance. Our Board of Directors delegated primary oversight of our ESG practices, policies and initiatives to our NCGC, and our Compensation Committee oversees our strategies and policies related to human capital, including diversity and inclusion, workplace environment and culture, and talent development and retention.
Diversity, Equity and Inclusion. We have appointed a Diversity, Equity and Inclusion (“DEI”) lead to build our DEI program as well as a DEI manager to own and drive the Company’s DEI initiatives. In FY 2021, we established a dedicated budget for employee resource group (“ERG”) programming, launched a speaker series for our Women in Technology ERG and updated our benefit offerings to be found undermore inclusive by expanding parental leave and offering infertility benefits. We expect to continue to invest in educational DEI resources to drive employee awareness and empowerment and to ensure that our internal practices and policies promote an equitable and inclusive environment. By collecting and disclosing more detailed metrics on the heading “Available Information” on page 29racial and gender representation of this Proxy Statement.
10
Tableour workforce we have enhanced our workplace diversity disclosures and, with the addition of Contentsa new director in FY 2021, we have increased our Board’s diverse representation.
10

TABLE OF CONTENTS

Environmental SustainabilityCode. We made progress in identifying ecological and economic risks and opportunities of Business Conductclimate change to our business and Ethics.  To ensure the Company’sintegrating them into our business initiatives and strategies. For example, we increased our use of boxes that are designed to be shipped, returned, and then reused for shipping our hardware products. We estimate that we used 10,000 reusable boxes in FY 2021, and we plan to expand our use of reusable boxes this year.
Reporting. We engaged a third party consultant to review our current ESG strategy, initiatives and policies, and to assist us in standing up an ESG program that is conductedreflective of our values and in a consistently legal and ethical manner, all of the Company’s directors, officers and employees, including the Company’s principal executive officer, the principal accounting officer, controller and all other Executive Officers are required to abidedrafting our first formal ESG report for publication, which we anticipate will be published by the Company’s Codeend of Business Conduct and Ethics (the “Code”).  The Code is designed to deter wrongdoing and to promote:2022.
11
·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and other public communications;
·compliance with applicable governmental laws, rules and regulations;

TABLE OF CONTENTS

·the prompt internal reporting of violations of the Code to the appropriate person(s) identified in the Code; and
·accountability in connection with adherence to the Code.

The full text of the Code is available on the Company’s website at:  https://www.partech.com/wp-content/uploads/2015/12/PAR-Code-of-Conduct-Final_082213.pdf.  The Company intends to disclose future amendments to, or waivers from, provisions of the Code that apply to the Executive Officers and directors and relate to the above elements by posting such information on its website within four business days following the date of such amendment or waiver.  A printed copy of the Code may be obtained without charge by making a written request to the Company.  Information regarding where such requests should be directed can be found on page 29 of this Proxy Statement under the heading “Available Information”.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report is subject to the disclaimer regarding “filed” information and incorporation by reference contained on page 28 of this Proxy Statement.

Acting on behalf of and reporting toTo the Board the Audit Committee provides oversight of the financial management, independent auditors and financial reporting processDirectors of the Company.  Consistent with the requirements of the U.S. Securities and Exchange Commission (“SEC”), the New York Stock Exchange (“NYSE”) and the Committee’s charter, the Audit Committee was comprised of three independent directors during 2015 and, effective January 1, 2016 was comprised of four independent directors.  The independence of the members of the Committee was determined by the Board based upon its independence standards which incorporate the NYSE governance rules and the SEC’s independence requirements for members of audit committees.  In addition, the Board determined the following members of the Committee, were “audit committee financial experts” as defined by rules set forth by the SEC:  Cynthia Russo, Todd Tyler and, until his term expired on May 28, 2015, former director John Barsanti.  During 2015, the Audit Committee met four times.  The Audit Committee operates under its written charter which was approved and adopted by the Board.  The Audit Committee’s charter is reviewed annually for changes as appropriate and is available on the Company’s website:  https://www.partech.com/wp-content/uploads/2015/12/AuditCommitteeCharter_Oct2005-1.pdf and, upon request, in hardcopy (see “Available Information” on page 29 of this Proxy Statement).

PAR Technology Corporation:
The Audit Committee is responsible for appointing the Company’s independent registered public accounting firm forauditor. For the Company.  During 2015, BDO USA,fiscal year ended December 31, 2021, Deloitte & Touche LLP (“BDO”Deloitte”) served as the Company’s independent registered public accounting firm and has been approvedauditor. With respect to continue in that capacity by the Audit Committee in 2016.  During the course of the year, BDO provided to the Audit Committee the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent communications with the Audit Committee concerning independence.  The Audit Committee discussed with BDO the matters in those written disclosures, as well as BDO’s independence from the Company and its management.  In addition, the Audit Committee has reviewed, met and discussed with BDO such other matters as are required to be discussed with the Committee by Auditing Standards No. 16, Communications with Audit Committees.  The Company’s internal audit function (“Internal Audit”) was provided through an outside firm, Wood CPA* Plus, PC, during 2015.  For 2016, this function was re-established to be internal to the Company and reporting directly to the Audit Committee.
Internal Audit and BDO have unrestricted access to the Audit Committee.  Throughout the year, BDO and Internal Audit met and discussed the overall scope and plans for their respective audits, the results of their examinations, and their assessment of the overall quality of the Company’s financial reporting with the Committee.  In addition, the Audit Committee met and discussed with Internal Audit their evaluation of the Company’s internal controls.  These meetings were held both with and without Company management present.

The Company’sprocess, management is responsible for establishing and maintaining adequate internal financial controls and preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and the financial reporting process.. The responsibility for auditing the Company’s consolidated financial statements and providing an opinion as to whether the Company’s consolidated financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company in conformity with U.S. GAAP rests with Deloitte, as the Company’s independent registered public accounting firm.

Inauditor. It is the context of the above, the Audit Committee has reviewed, met and discussed with management and BDO: (a) the audited consolidated financial statements in the Annual Report for the year ended December 31, 2015 (including a discussion of the clarity of disclosures in the consolidated financial statements, the acceptability and the quality of the accounting principles in such statements and, the reasonableness of significant judgments made in connection with the preparation of such statements); and (b) management’s assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act of 2002.  The Audit Committee also held private sessions regarding these matters with the Company’s Chief Accounting Officer and BDO.  In such discussions, management advised the Audit Committee that it had identified material weaknesses in the Company’s internal controls which resulted in the release of certain unauthorized transfers of Company funds described below.  These transfers had been executed without receiving the proper approvals and were not permitted in accordance with the Company’s lending agreement.  The material weaknesses relating to this issue have been disclosed in the Company’s annual report on Form 10-K.

In the first quarter of 2016, management apprised the Audit Committee certain wire transfers had been effected during the period between September 25, 2015 and November 6, 2015 involving the unauthorized transfer of Company funds, without documentation, in contravention of the Company’s policies and procedures.  The unauthorized investments occurred during the period between September 25, 2015 and November 6, 2015.  Under directionresponsibility of the Audit Committee an investigation was commenced and completed.  The investigation was led by outside counsel, who engaged an independent forensic consultant to assist inoversee these activities. It is not the matter.  As directed by the Audit Committee, the Company has reported this matter to federal law enforcement agencies, including the U.S. Securities and Exchange Commission.  Upon recommendationresponsibility of the Audit Committee the employment of Michael S. Bartusek,to prepare or certify the Company’s Vice President and Chief Financial Officer was terminated effective March 14, 2016 for cause in connection with these unauthorized investments made in contraventionfinancial statements. These are the fundamental responsibilities of management.
In the Company’s policies and procedures.  Mr. Bartusek had been hired by the Company into those positions effective July 20, 2015.  These funds collectively total $776,000.  Upon evaluationperformance of the circumstances under which such unauthorized investments were made, the Company determined that internal control weaknesses existed that permitted these wire transfers to be initiated, processed, and completed without obtaining necessary approvals.

Management represented toits oversight function, the Audit Committee thatreviewed and discussed the Company’s consolidatedaudited financial statements as of and for the fiscal year ended December 31, 2015 were prepared in accordance2021 with U.S. GAAPthe Company’s management and confirmed toDeloitte. In addition, the Audit Committee that such preparation wasdiscussed with Deloitte, with and without management present, Deloitte’s evaluation of the participationoverall quality of Mr. Bartusek.  On March 30, 2016, in reliancethe Company’s financial reporting. The Audit Committee also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee also received the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence and discussed with Deloitte its independence.
Based on the reviewsAudit Committee’s review and discussions with both management and BDO referred tonoted above, the Audit Committee recommended to the Board and the Board approved, the inclusion of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.2021.
Cynthia A. Russo (Chair)
12Douglas G. Rauch
James C. Stoffel
The Audit Committee considered and pre-approved any non-audit services provided by BDO during 2015 and the fees and costs billed and expected to be billed for those services.  The prior membersReport of the Audit Committee considereddoes not constitute soliciting material and shall not be deemed to be filed or incorporated by reference in other filings by the Company with the SEC, except to the extent the Company specifically requests that the report be treated as soliciting material or specifically incorporates it by reference.
TRANSACTIONS WITH RELATED PERSONS
On June 4, 2021, the Board of Directors amended and restated the Company’s written “Related Party Transactions Policy & Procedure” (“Policy”), which provides that the Company will only enter into a related party transaction, when the Board, acting through the Audit Committee, determines that the transaction is not inconsistent with the interests of the Company and its stockholders. Pursuant to the Policy, the Audit Committee reviews and either approves or disapproves all transactions, arrangements or relationships in which the Company or any of its subsidiaries (i) was, is or is to be a participant, and (ii) in which a director, director nominee, executive officer, a person who beneficially owns more than 5% of the Company’s common stock, or any immediate family member of any of the foregoing persons (a “related person”), has or will have a direct or indirect interest.
Under the Policy, the following related party transactions are deemed to be pre-approved any non-audit services provided by BDO during 2014the Audit Committee: (i) compensation paid to a director if the compensation is required to be reported in the Company’s proxy statement; (ii) employment of an executive officer if the related compensation is required to be reported in the Company’s proxy statement, or the executive officer is not an immediate family member of another executive officer or director, the related compensation is required to be reported in the Company’s proxy statement and the feesCompensation Committee approved (or recommended the approval of) the related compensation; and costs billed(iii) any ordinary course and expectedarms-length transaction with a related person in which the amount of the transaction involved does not exceed $50,000.
12

TABLE OF CONTENTS

Act III Management LLC (“Act III Management”), a service company to be billed for those services.  The Audit Committee also considered whether the non-auditrestaurant, hospitality, and entertainment industries, provided software development and restaurant technology consulting services provided by BDO were compatible with maintaining auditor independence.  In reliance on the reviews and discussions with the Company’s management and BDO, the Committee is satisfied that non-audit services provided to the Company by BDO are compatiblein FY 2021 and the first quarter of this year pursuant to a master development agreement. In consideration for the services provided in FY 2021, the Company paid Act III Management $1.3 million and, in consideration for services provided in the first quarter of this year, the Company expects to pay Act III Management $290,000. The Company intends to use the services of Act III Management in 2022 in connection with other projects and didunder separately negotiated statements of work, the terms and fees to be mutually agreed. Keith E. Pascal, a director, is an employee of Act III Management and serves as its vice president and secretary. Mr. Pascal does not impairhave an ownership interest in ACT III Management.
13

TABLE OF CONTENTS

DIRECTOR COMPENSATION
2021 Director Compensation
During FY 2021 compensation for non-employee directors consisted of a mix of cash and equity. In February 2021, Pearl Meyer provided the independenceCompensation Committee with an analysis of BDO.  A breakdownnon-employee director compensation, including a review of director compensation of the feesCompany’s peer group (the “Pearl Meyer Director Compensation Report”). The peer group consisted of the same comparator group used to evaluate executive compensation and costs billedis described below in “Compensation Discussion and Analysis – Market Data and Considerations for Determining NEO Pay.”
Based on the Pearl Meyer Director Compensation Report, the Compensation Committee recommended to the Company by BDO during 2015Board of Directors that it should consider adjustments to the compensation structure for non-employee directors as director pay was below the median of the Company’s peer group. Based on the Compensation Committee’s recommendation, the Board determined to increase the equity compensation component of non-employee director compensation from $90,000 to $120,000. Members of the Mergers and 2014 is provided belowAcquisitions Committee are not compensated for their service on the committee. Our non-employee directors do not receive additional fees for Board or committee meeting attendance; however, we do reimburse our non-employee directors for reasonable expenses incurred to attend Board and committee meetings.
Our non-employee directors received the following cash retainers for their service on the Board and committee membership in this Proxy StatementFY 2021, which were paid quarterly in arrears:
Position
​​
Cash Retainer
(Board & Committee)
Non-Employee Director
​​
$40,000
Lead Director
​​
$18,000
Audit Committee, Chair
​​
$18,000
Audit Committee, Member
​​
$9,000
Compensation Committee, Chair
​​
$10,000
Compensation Committee, Member
​​
$5,000
Nominating & Corporate Governance Committee, Chair
​​
$7,500
Nominating & Corporate Governance Committee, Member
​​
$3,750
Each non-employee director received an annual award of restricted stock units having a grant date fair value of $120,000. The number of shares subject to the 2021 annual grant was based on the closing price of our common stock on June 4, 2021 ($64.82), the grant date, and resulted in a grant of 1,851 restricted stock units (“RSUs”). These restricted stock units vest on the earlier of June 4, 2022 and the date of the Annual Meeting, subject to continued service through that date. The FY 2021 grants were made under the heading, “Principal Accounting FeesAmended and Services”Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”).
In FY 2021 compensation earned by or paid to our non-employee directors was as follows:
Name of Director
​​
Fees Earned or
Paid in Cash
($)(1)
​​
Stock Awards
($)(2)
​​
Total
($)
Keith E. Pascal
​​
31,971
​​
119,982
​​
151,953
Douglas G. Rauch
​​
61,500
​​
119,982
​​
181,482
Cynthia A. Russo
​​
66,750
​​
119,982
​​
186,732
John W. Sammon(3)
​​
17,033
​​
—
​​
17,033
Narinder Singh
​​
25,838
​​
119,982
​​
145,820
James C. Stoffel
​​
80,750
​​
119,982
​​
200,732
(1)
Compensation is prorated for the number of days served on the Board and in any particular role or committee, as applicable.
(2)
This column includes the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718) with respect to stock awards made to non-employee directors in FY 2021. Assumptions made in the valuation of the RSUs are discussed in Note 10 to the Company’s Consolidated Financial Statements included in the 2021 Annual Report. Each non-employee director had 1,851 unvested restricted stock units outstanding at December 31, 2021 with the grant date fair value set forth in the column.
(3)
Mr. Sammon did not stand for election at the Company’s 2021 annual meeting of stockholders.
14
This report

TABLE OF CONTENTS

Stock Ownership Guidelines for Non-employee Directors
Directors are required to hold shares of the Company’s common stock with a fair market value equal to 3x the amount of the annual cash retainer payable to the non-employee director. All shares of common stock bought by a non-employee director or the director’s immediate family member residing in the same household, all shares held in trust for the benefit of a non-employee director or his or her family, and all shares granted under the 2015 Equity Incentive Plan count toward the satisfaction of these requirements. Each non-employee director is providedrequired to attain such ownership within five (5) years of the later of: (a) the effective date of the policy (June 8, 2018) and (b) joining the Board.
Executive Officers
The following table sets forth information about our current executive officers.
Name
​​
Age
​​
Positions and Offices
Savneet Singh
​​
38
​​
Chief Executive Officer and President of the Company and President of ParTech, Inc.
Bryan A. Menar
​​
46
​​
Chief Financial Officer and Vice President of the Company
Cathy A. King
​​
59
​​
Vice President, General Counsel and Corporate Secretary of the Company
Raju Malhotra
​​
49
​​
Chief Product and Technology Officer of the Company
Michael D. Nelson
​​
51
​​
President of PAR Government Systems Corporation and Rome Research Corporation
Savneet Singh. Mr. Singh joined the Company’s Board of Directors in April 2018 and has served as the Chief Executive Officer and President of the Company and President of ParTech, Inc. since March 2019. Mr. Singh previously served as the Interim Chief Executive Officer and President of the Company and Interim President of ParTech, Inc. from December 2018 until March 2019. Since June 2021, Mr. Singh has served as a director of CDON AB (NASDAQ Nordic: CDON), a leading online marketplace platform in the Nordic region. Mr. Singh has been a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency since June 2018. From 2017 - 2018, Mr. Singh served as the managing partner of Tera-Holdings, LLC, a holding company of niche software businesses that he co-founded. In 2009, Mr. Singh co-founded GBI, LLC (f/k/a Gold Bullion International, LLC (GBI)), an electronic platform that allows investors to buy, trade and store physical precious metals. During his tenure at GBI, from 2009 - 2017, Mr. Singh served as GBI’s chief operating officer, its chief executive officer, and its president. As an entrepreneur and investor in software companies, Mr. Singh brings unique insight and a strategic perspective to our software solutions business.
Bryan A. Menar. Mr. Menar joined the Company as Chief Financial Officer and Vice President in January 2017. From January 2015 to January 2017, Mr. Menar served as Vice President, Financial Planning and Analysis of Chobani, LLC, a producer of greek yogurt products based in central New York. In this role, Mr. Menar was responsible for corporate financial analysis, including forecasting, budgeting, business reviews and financial presentations for both internal and external stakeholders and partners. From October 2012 to December 2014, Mr. Menar served as Director of Financial Planning and Analysis for Chobani, LLC. In addition, Mr. Menar served as a consultant with J.C. Jones & Associates, a national business consulting firm, from 2010 to 2012, and as Vice President, Merchant Bank Controllers, of Goldman Sachs & Co. from 2002 - 2010. Mr. Menar is a Certified Public Accountant.
Cathy A. King. Ms. King joined the Company as Vice President, General Counsel and Corporate Secretary in July 2016. Prior to that, Ms. King served as Vice President, General Counsel and Corporate Secretary of Chobani Global Holdings, LLC, where she oversaw all legal affairs of the company, including advising management and the board on commercial and strategic transactions, regulatory and litigation matters and corporate governance. Ms. King previously practiced law and was a member of Bond Schoeneck & King, PLLC, and prior to that, Harris Beach, PLLC. Ms. King holds a J.D. from Syracuse University College of Law and a B.A. in Economics and Labor Relations from State University of New York at Potsdam.
Raju Malhotra. Mr. Malhotra was named Chief Product and Technology Officer of the Company effective October 4, 2021. Prior to that, he served as Chief Product and Technology Officer of Punchh, Inc. since August 17, 2020. Prior to joining Punchh, Inc., he was the Senior Vice President and General Manager from April 2019 to February 2020 for Marketing Cloud at Salesforce and Chief Product and Technology Officer at Khoros from November 2017 to February 2019. Prior to that, Mr. Malhotra served as Senior Vice President,
15

TABLE OF CONTENTS

Products at Conversant Media from July 2014 to May 2017. Mr. Malhotra has an undergraduate degree in Computer Engineering from the National Institute of Technology, Kurukshetra (India) and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania.
Michael D. Nelson. Mr. Nelson was named President of PAR Government Systems Corporation and Rome Research Corporation, effective November 30, 2021. Prior to that, Mr. Nelson spent 26 years supporting the Department of Defense and the National Intelligence Community where he held positions of increasing responsibility. Having been with Riverside Research Institute since 2001, he was promoted in February 2021 to Vice President of Intelligence and Defense Solutions after serving as Executive Director since October 2016. He has an undergraduate degree in Physics-Optics and Mathematics from the University of Wisconsin-LaCrosse and a Master of Science in Electro-Optics from the University of Dayton.
16

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Ownership of Directors, Director Nominees and Officers
The tables below set forth, as of April 11, 2022, information regarding beneficial ownership of our common stock. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of our common stock if he, she, or it possesses sole or shared voting or investment power of the common stock or has the right to acquire beneficial ownership of our common stock within 60 days. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the tables below have or will have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.
Our calculation of the percentage of beneficial ownership is based on 27,058,804 shares of our common stock outstanding as of April 11, 2022. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 11, 2022 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any group of which the holder is a member but is not deemed outstanding for computing the percentage of any other person.
The table is based upon information supplied by officers, directors, director nominees and principal stockholders, Schedules 13D, 13G and 13G/A filed with the SEC and other SEC filings made pursuant to Section 16 of the Exchange Act.
The following independenttable sets forth the beneficial ownership of our common stock as of April 11, 2022 by our (1) directors who comprise the Audit Committee.and director nominees, (2) named executive officers, and (3) our directors, director nominees and current executive officers as a group.
Name of Beneficial Owner
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of Class
Directors and Director Nominees
​​
​​
Keith E. Pascal
​​
2,091(1)
​​
*
Douglas G. Rauch
​​
16,022(1)
​​
*
Cynthia A. Russo
​​
(Chair)36,282(1)
Paul​​
*
Narinder Singh
​​
1,851(1)
​​
*
Savneet Singh
​​
See holdings below
​​
*
James C. Stoffel
​​
16,022(1)
​​
*
Named Executive Officers
​​
​​
Savneet Singh
​​
577,436(2)
​​
2.1%
Bryan A. Menar
​​
46,098(3)
​​
*
Matthew R. Cicchinelli
​​
18,005(4)
​​
*
Raju Malhotra
​​
45,509(5)
​​
*
Michael D. EurekNelson
Dr. Donald H. Foley​Todd E. Tyler​
0
​​
*
All directors, director nominees and current executive officers as a group (11 persons)
​​
788,543(6)
​​
2.9%
*
Less than 1%
(1)
Includes 1,851 unvested restricted stock units that vest on the earlier of June 4, 2022 and the date of the Annual Meeting.
(2)
Includes 431,250 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days.
(3)
Includes 41,275 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days.
(4)
Mr. Cicchinelli stopped serving as President of PAR Government Systems Corporation on November 29, 2021.
(5)
Includes 45,276 shares subject to a currently exercisable stock option or a stock option that will be exercisable within 60 days.
(6)
Includes an additional 2,133 shares of common stock and 27,094 shares subject to a currently exercisable option or a stock option that will be exercisable within 60 days.
17
Principal Accounting Fees

TABLE OF CONTENTS

Stock Ownership of Certain Beneficial Owners
The following table provides information regarding the beneficial ownership of each person known by us to beneficially own more than 5% of our common stock.
Name and Address of Beneficial Owner
​​
Amount and Nature of
Beneficial Ownership
​​
Percent of Class
Capital Research Global Investors
South Hope Street
555th Fl
Los Angeles, CA 90071
​​
3,092,461(1)
​​
11.4%
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
​​
3,035,041(2)
​​
11.2%
ADW Capital Partners, L.P.
1261 99th Street
Bay Harbor Islands
Florida 33154
​​
2,501,614(3)
​​
9.2%
BlackRock, Inc.
55 East 52nd Street New York,
NY 10055
​​
1,678,753(4)
​​
6.2%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
​​
1,388,711(5)
​​
5.1%
MVM Funds, LLC
c/o Royce & Associates LLC
8 Sound Shore Drive
Suite 190
Greenwich, CT 06830
​​
1,361,339(6)
​​
5.0%
(1)
Capital Research Global Investors has sole voting power and sole dispositive power with respect to 3,092,461 shares. This information has been obtained from a Schedule 13G filed by Capital Research Global Investors with the SEC on February 14, 2022.
(2)
T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser with power to direct investments and/or sole power to vote the securities owned by the funds and accounts, as well as securities owned by certain other individual and institutional investors. For purposes of reporting requirements of the Exchange Act, TRPA may be deemed to be the beneficial owner of all of these shares; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. This information has been obtained from a Schedule 13G filed by TRPA with the SEC on February 14, 2022.
(3)
ADW Capital Partners, L.P. and Adam D. Wyden have shared voting power and shared dispositive power with respect to 2,501,614 shares. This information has been obtained from a Schedule 13G/A filed by ADW Capital Partners, L.P. with the SEC on February 14, 2022.
(4)
BlackRock, Inc. has sole voting power with respect to 1,649,305 shares and sole dispositive power with respect to 1,678,753 shares. This information has been obtained from a Schedule 13G filed by BlackRock, Inc. with the SEC on January 31, 2022.
(5)
The Vanguard Group has shared voting power with respect to 48,432 shares, shared dispositive power with respect to 68,135 shares, and sole dispositive power with respect to 1,320,576 shares. This information has been obtained from a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2022.
(6)
MVM Funds, LLC (“MVM”), Greenhaven Road Investment Management LP, the investment manager to several investment vehicles (the “Investment Manager”), and Scott Stewart Miller, the controlling person of MVM and the Investment Manager have sole voting and sole dispositive power with respect to 1,361,339 shares. This information has been obtained from a Schedule 13G/A filed jointly by MVM, the Investment Manager and Scott Stewart Miller with the SEC on February 22, 2022.
18

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS
The compensation discussion and Servicesanalysis describes our executive compensation for FY 2021, including the compensation of our named executive officers, or “NEOs”, and illustrates the objectives, elements and philosophy of our executive compensation programs. Our NEOs for FY 2021 were:
Name(1)
​​
Title
Savneet Singh
​​
Chief Executive Officer and President of the Company and President of ParTech, Inc.
Bryan A. Menar
​​
Chief Financial Officer and Vice President of the Company
Matthew R. Cicchinelli(2)
​​
Former President of PAR Government Systems Corporation and Rome Research Corporation
Raju Malhotra(3)
​​
Chief Product and Technology Officer of the Company
Michael D. Nelson(4)
​​
President of PAR Government Systems Corporation and Rome Research Corporation
(1)
In addition to our Chief Executive Officer and Chief Financial Officer, our NEOs for FY 2021 are two other executive officers serving at the end of FY 2021 who were highly compensated (our Chief Product and Technology Officer and the President of PAR Government Systems Corporation (“PAR Government”) and Rome Research Corporation), and a former executive officer who did not remain as an executive as of the end of FY 2021.
(2)
Mr. Cicchinelli stopped serving as President of PAR Government on November 29, 2021.
(3)
Mr. Malhotra started serving as Chief Product and Technology Officer of the Company, effective October 4, 2021.
(4)
Mr. Nelson started serving as President of PAR Government on November 30, 2021.
2021 Highlights
We acquired Punchh, Inc. (“Punchh”) in April 2021. At the time of the acquisition Mr. Raju Malhotra served as the chief product and technology officer of Punchh. Mr. Malhotra was appointed to Chief Product and Technology Officer of the Company effective October 4, 2021.
Mr. Cicchinelli resigned as President of PAR Government effective November 29, 2021, and he served as Senior Advisor to the President (of PAR Government) until January 15, 2022. Mr. Nelson began his service as President of PAR Government on November 30, 2021. Messrs. Malhotra and Nelson’s employment agreements and Mr. Cicchinelli’s termination agreement are described in further detail below in “Compensation Discussion and Analysis – Employment Arrangements in effect for FY 2021.”
Advisory Vote on Named Executive Officer Compensation; Stockholder Outreach
We maintain open lines of communication with our stockholders. Our senior management frequently interacts with our stockholders on a variety of topics, including executive compensation, to better understand our stockholders’ opinions and obtain their feedback. Further, our Board and Compensation Committee consider the outcome of the annual advisory vote on the compensation of our NEOs, or “say-on-pay”, when making decisions regarding the compensation of our NEOs. At our 2021 annual meeting of stockholders, 73% of the votes cast on say-on-pay were in favor of the compensation paid to our named executive officers for the fiscal year ended December 31, 2020. This vote was a departure from our historically high level of support on say-on-pay. In response, our Board and Compensation Committee felt it was appropriate to conduct outreach to our largest investors and solicit their feedback on our executive compensation programs. The head of our investor relations contacted stockholders representing approximately 35% of our outstanding common stock, and he, with the participation of the Chair of our Compensation Committee, gathered valuable feedback from these calls. A summary of the feedback and our responses are below:
Feedback We Received
​​
Our Response
The long-term equity incentives for the CEO consisted of multi-year awards in which all of the shares were granted in the first year.
​​
The CEO’s compensation package is intentionally modest on cash in favor of equity incentives to align the interests of our CEO with those of stockholders.
​​
​​
The purpose of the front-loaded nature of our CEO’s equity awards was to directly link our CEO’s realizable compensation to the outcome of the strategic transformation of the Company from a point-of-sale (POS) hardware and
19

TABLE OF CONTENTS

Feedback We Received
​​
Our Response
​​
services company to a leading provider of cloud POS software and technology solutions to the restaurant and retail industries.
​​
​​
The equity awards vest subject to the achievement of critical operating and financial performance targets and the continued commitment and leadership of our CEO, which are directly linked to the creation of stockholder value.
​​
​​
The Board considers stock options to be performance-based, as our CEO’s total realizable compensation is directly linked to sustained long-term performance and stockholder value.
​​
The performance periods for the long-term equity incentive awards for the CEO are not long enough - a three-year performance period is preferred over a two-year performance period.
​​
The performance-based restricted stock units granted to Mr. Singh vest over a period of three, two-year performance periods, with the final performance period ending December 31, 2023.
We will continue to engage with our stockholders throughout the year, and the Board and Compensation Committee will consider the results from this year’s and future advisory votes on executive compensation and work to promote alignment of executive officer compensation with stockholder interests.
Governance Highlights
We are committed to strong governance practices with respect to our compensation programs. We believe that our practices are consistent with our emphasis on tying executive compensation to short- and long-term performance targets. The following chart highlights some of our governance practices with respect to executive compensation:
What We Do
​​
What We Do Not Do
Maintain formulaic annual performance-based incentives

Maintain a robust clawback policy

Work with an independent compensation consultant that reports to the Compensation Committee

Maintain share ownership and retention guidelines for directors

Allocate time for executive sessions for the Compensation Committee without management present

Maintain open lines of communication with stockholders
​​
No excise tax gross-ups upon a change-in-control

No hedging, pledging, or speculative transactions are permitted by executives and directors

No re-pricing of underwater stock options

No stock option grants with an exercise price less than fair market value on the grant date

No excessive perquisites to our employees, including our named executive officers
20

TABLE OF CONTENTS

Overview of Executive Compensation
Compensation Objectives
Our executive compensation programs are built to drive the creation of stockholder value. The FY 2021 executive compensation programs were designed to attract, retain and incentivize top performers in a highly competitive market for talent, who can deliver competitive financial returns to stockholders through the achievement of short-term and long-term performance targets. To achieve this, we have maintained:
Pay-for-Performance. The majority of executive compensation comes from our short-term (annual performance based, cash bonus (“STI”)) and long-term (“LTI”) equity incentive programs, which are structured to create strong ties between compensation and performance. Payment of annual STI bonuses is tied to the achievement of performance targets linked to established financial measures and behaviors that reinforce our core values of ownership, focus, speed and winning together; and LTI awards are granted to incentivize the delivery of long-term performance linked to the creation of stockholder value over time; and
Competitive Compensation. We provide compensation opportunities that take into account compensation levels and practices of our peers, but without targeting any specific percentile of relative compensation by individual. Instead, our compensation programs are designed to reward top performers in a highly competitive market for talent and align their interests with the interests of our stockholders.
Role of the Compensation Committee and CEO
The Compensation Committee approves the annual compensation of our NEOs and certain other senior officers. Our CEO provides the Compensation Committee with information about the performance of our other NEOs and makes recommendations to the Committee about their compensation (based on market data and other insight provided by Pearl Meyer), including recommendations as to the appropriate levels of base salaries and STI and LTI awards, and corporate performance targets.
Our CEO does not make recommendations on his compensation. The Compensation Committee worked directly with Pearl Meyer to develop the compensation program for our CEO.
Role of Compensation Consultant
The Compensation Committee engaged Pearl Meyer as its consultant to provide information and advice concerning executive and non-employee director compensation. The Compensation Committee believes that Pearl Meyer has the necessary skills, knowledge, industry expertise, and experience, as well as the necessary resources, to provide a comprehensive approach to executive and non-employee director compensation analysis, planning and strategy. Pearl Meyer provides advice related to executive and non-employee director compensation as requested, including an annual analysis of executive and non-employee director compensation compared to peer company practice and data. Pearl Meyer also provides input on management materials and recommendations in advance of Compensation Committee meetings, and assists in the review of the proxy statement.
In late 2020, Pearl Meyer conducted an executive compensation study and provided the Compensation Committee with an analysis of the Company’s executive compensation and program design for FY 2021, including comparator peer group compensation data for our NEOs and analysis of compensation matters as requested by the Compensation Committee.
21

TABLE OF CONTENTS

Market Data and Considerations for Determining NEO Pay
In response to our Compensation Committee’s request, Pearl Meyer performed an assessment of our executive compensation, including an analysis of peer group and survey data. Pearl Meyer provided our Compensation Committee with both peer group data and compensation survey data specific to technology companies. The FY 2021 peer group focused on size and industry-relevant companies taking into account revenue, number of employees and market capitalization. The following 15 companies constituted our FY 2021 peer group:
FY 2021 Peer Group
A10 Networks, Inc.
​​
Agilysys, Inc.
​​
American Software, Inc.
Bottomline Technologies, Inc.
​​
Digi International Inc.
​​
eGain Corporation
i3 Verticals, Inc.
​​
Iteris, Inc.
​​
MobilIron, Inc.
PowerFleet, Inc.
​​
Progress Software Corporation
​​
PROS Holdings, Inc.
QAD Inc.
​​
SPS Commerce, Inc.
​​
Upland Software, Inc.
2021 NEO Compensation Design
The Compensation Committee’s actions with respect to the FY 2021 base salary and STI and LTI awards, including performance targets and financial measures, of our NEOs reflect a deliberative process to fulfill the objectives of our compensation programs to pay-for-performance, in the form of cash and equity, and attract, retain, and reward top performers within competitive compensation ranges.
Decisions regarding FY 2021 NEO compensation included consideration of: our NEO’s individual experience and expertise, skills, responsibilities, commitment, and current and anticipated sustained contributions to the Company’s achievement of its strategic growth plans and objectives; prior compensation adjustments, prior award accumulation, and contractual commitments (if any); and the competitiveness of our FY 2021 NEO compensation within our peer group and based on survey compensation data.
Base Salary. Other than Mr. Nelson and Mr. Malhotra, our NEOs received merit increases as shown in the table below. When Mr. Malhotra began serving as Chief Product and Technology Officer of the Company on October 4, 2021, his base salary was increased to $400,000 to provide an adjustment commensurate with the role.
NEO
​​
Base Salary for fiscal year
ended December 31, 2020
​​
Base Salary for
FY 2021
​​
Percentage Increase
Savneet Singh(1)
​​
$550,000
​​
$575,000
​​
4.5%
Bryan A. Menar(1)
​​
$284,550
​​
$294,509
​​
3.5%
Matthew R. Cicchinelli(2)
​​
$259,350
​​
$265,834
​​
2.5%
Raju Malhotra(3)
​​
$325,000
​​
$400,000
​​
23.1%
Michael D. Nelson(4)
​​
—
​​
$325,000
​​
—
(1)
The increase in base salary was effective March 13, 2021.
(2)
Mr. Cicchinelli stopped serving as President of PAR Government on November 29, 2021.
(3)
Mr. Malhotra’s base salary prior to October 4, 2021 was as an employee of Punchh.
(4)
Mr. Nelson’s base salary was effective on November 30, 2021, the date he started serving as President of PAR Government.
Incentive Compensation — The FY 2021 financial measures for our NEOs were linked to the achievement of financial and business objectives of the Company and, with respect to long-term performance, relative stockholder return.
22

TABLE OF CONTENTS

Short-Term Incentive Compensation — The Compensation Committee annually sets the STI target opportunity for each NEO. For FY 2021, our NEOs were eligible to earn their annual STI bonuses as a percentage of their earned base salaries as follows:
NEO
​​
STI target as percentage of earned base salary
Savneet Singh(1)
​​
100%
Bryan A. Menar
​​
50%
Matthew R. Cicchinelli(2)
​​
55%
Raju Malhotra(3)
​​
69%
Michael D. Nelson(4)
​​
—
(1)
As provided in Mr. Singh’s employment agreement with the Company, dated February 27, 2020, as amended February 16, 2021 and March 16, 2022.
(2)
As provided in Mr. Cicchinelli’s employment agreement with PAR Government, dated July 1, 2020. Mr. Cicchinelli stopped serving as President of PAR Government on November 29, 2021.
(3)
As provided in Mr. Malhotra’s employment agreement with the Company, dated October 4, 2021. Mr. Malhotra’s target STI was equal to $275,000, representing 69% of his base salary for FY 2021.
(4)
Mr. Nelson joined PAR Government effective November 30, 2021 and was not eligible to participate in the short-term incentive program for FY 2021.
The Compensation Committee selected financial measures for FY 2021 that aligned with the Company’s strategic growth plans and objectives, focusing on what the Compensation Committee believed to be the most impactful drivers of stockholder return. For FY 2021, the following financial measures served as the foundation for our NEOs’ STI awards:
Financial Measure
​​
Rationale
Consolidated Revenue(1)
​​
Measure of top line growth that reflects the Company’s ability to generate profits.
Restaurant/Retail Revenue(2)
​​
Measure of top line growth that reflects the ability of the Company’s Restaurant/Retail segment to generate profits.
Restaurant/Retail Adjusted EBITDA(3)
​​
Used to measure the operating profitability of the Company’s Restaurant/Retail segment.
Punchh LARR(4)
​​
Enables the measurement of the financial progress of Punchh.
Punchh CARR(5)
​​
Key predictor of future growth of Punchh.
Government Net Income Before Taxes
​​
Used to measure the operating profitability of PAR Government.
(1)
Consolidated Revenue is the total revenue of the Company’s Restaurant/Retail segment and PAR Government segment for FY 2021, as described under Segment Revenue by Product Line as Percentage of Total Revenue in our Results of Operations in the 2021 Annual Report.
(2)
Restaurant/Retail Revenue is the total revenue of the Company’s Restaurant/Retail segment for FY 2021 (excluding Punchh revenues), as described under Segment Revenue by Product Line as Percentage of Total Revenue in our Results of Operations in the 2021 Annual Report.
(3)
Restaurant/Retail Adjusted EBITDA is the net loss before income taxes, interest expense and depreciation and amortization of the Company’s Restaurant/Retail segment, as adjusted to exclude certain extraordinary business items that may not be indicative of financial performance.
(4)
“Punchh LARR” is annualized revenue from software as a service, or “SaaS”, and related revenue of Punchh software products, and is calculated by annualizing the monthly recurring revenue for all active sites as of the last day of each month for the respective reporting period.
(5)
“Punchh CARR” is annualized revenue from SaaS and related revenue of Punchh software products that includes signed/booked sites that have yet to be activated, and is calculated by annualizing the monthly recurring revenue for all active sites and signed/booked sites that have yet to be activated as of the last day of each month for the respective reporting period.
23

TABLE OF CONTENTS

Below are the allocations of the FY 2021 financial measures for our NEOs.
 
​​
Corporate
​​
Restaurant/Retail
​​
Punchh
​​
PAR
Government
 
​​
Consolidated
Revenue
​​
Restaurant/
Retail Adjusted
EBITDA
​​
Restaurant/Retail
Revenue
​​
Punchh
LARR
​​
Punchh
CARR
​​
Net Income
Before Taxes
Savneet Singh
​​
50%
​​
50%
​​
—
​​
—
​​
—
​​
—
Bryan A. Menar
​​
—
​​
50%
​​
50%
​​
—
​​
—
​​
—
Matthew R. Cicchinelli
​​
—
​​
—
​​
—
​​
—
​​
—
​​
100%
Raju Malhotra(1)
​​
—
​​
—
​​
—
​​
75%
​​
25%
​​
—
Michael D. Nelson(2)
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
(1)
Mr. Malhotra’s STI financial measures were based on the cash variable incentive program implemented by Punchh for FY 2021.
(2)
Mr. Nelson joined PAR Government effective November 30, 2021 and was not eligible to participate in the short-term incentive program for FY 2021.
For FY 2021, the Compensation Committee originally established Consolidated EBITDA (GAAP) as a financial measure to assess Mr. Singh’s performance. However, the Compensation Committee concluded that using Consolidated EBITDA (GAAP) as a financial measure did not focus on the key elements of the Company’s strategic growth plans and objectives, and was not reflective of Mr. Singh’s performance in FY 2021, including his leadership in driving the achievement of key initiatives in the execution of the Company’s growth strategies, including: the acquisition of Punchh in April 2021; the Company’s sale of its common stock and convertible senior notes in September 2021; and the Company exiting FY 2021 with approximately $100 million of SaaS annual recurring revenue. The Compensation Committee changed Mr. Singh’s financial measure from Consolidated EBITDA (GAAP) to Restaurant/Retail Adjusted EBITDA to determine Mr. Singh’s STI payout for FY 2021.
Mr. Singh’s performance targets for his FY 2021 financial measures were:
 
​​
Threshold
(85% of Goal)
​​
Target
(100% of Goal)
​​
Maximum
(115% of Goal)
​​
2021 Actual
Consolidated Revenue
​​
$209.5 million
​​
$246.5 million
​​
$283.5 million
​​
$255.7 million
Restaurant/Retail Adjusted EBITDA
​​
($20.9) million
​​
($17.8) million
​​
($13.7) million
​​
($18.9) million
Payout as % of STI Target
​​
90%
​​
100%
​​
110%
​​
96.4%
Mr. Menar’s performance targets for his FY 2021 financial measures were:
 
​​
Threshold
(85% of Goal)
​​
Target
(100% of Goal)
​​
Maximum
(130% of Goal)
​​
2021 Actual
Restaurant/Retail Revenue
​​
$146.9 million
​​
$172.5 million
​​
$224.2 million
​​
$183.1 million
Restaurant/Retail Adjusted EBITDA
​​
($20.9) million
​​
($17.8) million
​​
($13.7) million
​​
($18.9) million
Payout as % of STI Target
​​
50%
​​
100%
​​
160%
​​
98.3%
Mr. Cicchinelli’s performance target for his FY 2021 financial measure was:
 
​​
Threshold
(85% of Goal)
​​
Target
(100% of Goal)
​​
Maximum
(130% of Goal)
​​
2021 Actual
Government Net Income Before Taxes
​​
$4.5 million
​​
$5.6 million
​​
$7.2 million
​​
$5.6 million
Payout as % of STI Target
​​
50%
​​
100%
​​
160%
​​
100.1%
Mr. Malhotra’s performance targets for his FY 2021 financial measures were:
 
​​
Threshold
(85% of Goal)
​​
Target
(100% of Goal)
​​
Maximum
(130% of Goal)
​​
2021 Actual
Punchh LARR
​​
$42.5 million
​​
$50.0 million
​​
$65.0 million
​​
$46.7 million
Punchh CARR
​​
$65.5 million
​​
$77.0 million
​​
$100.1 million
​​
$65.8 million
Payout as % of STI Target
​​
75%
​​
100%
​​
130%
​​
89.2%
24

TABLE OF CONTENTS

For FY 2021, the payout of STI awards to our NEOs was determined by multiplying their respective annual STI targets by the level of achievement, measured against the performance targets of our NEOs’ respective financial measures. For FY 2021, our NEOs earned their annual STI awards as follows:
NEO
​​
STI Payout
​​
STI Payout as a
percent of
STI Target
Savneet Singh
​​
$548,852
​​
96.4%
Bryan A. Menar
​​
$143,603
​​
98.3%
Matthew R. Cicchinelli
​​
$145,531
​​
100.1%
Raju Malhotra
​​
$245,231
​​
89.2%
Michael D. Nelson(1)
​​
—
​​
—
(1)
Mr. Nelson joined PAR Government effective November 30, 2021 and was not eligible to participate in the short-term incentive program for FY 2021.
Long-Term Incentive Compensation — The Company may grant equity awards, including stock options, restricted stock and restricted stock units under the 2015 Equity Incentive Plan. The number of shares of Company common stock subject to a LTI award is based on the LTI target amount and the closing price of our common stock on the date of grant. The grant date of our annual LTI awards is typically the third full NYSE trading day following the Company’s disclosure of its annual financial results for the prior fiscal year, and the vesting of the performance awards is subject to the Compensation Committee’s certification as to the achievement of performance targets linked to the financial measures for the relevant performance period.
The following LTI awards were granted to our NEOs in FY 2021:
NEO
​​
Time Vesting RSUs
​​
Performance Vesting RSUs
Savneet Singh(1)
​​
—
​​
—
Bryan A. Menar
​​
972
​​
972
Matthew R. Cicchinelli
​​
510
​​
510
Raju Malhotra
​​
—
​​
1,578
Michael D. Nelson(2)
​​
—
​​
—
(1)
Mr. Singh did not receive an LTI award in FY 2021. Under the terms of his employment agreement, in March 2020 Mr. Singh was granted time- and performance vesting RSUs and a time-vesting stock option.
(2)
Mr. Nelson joined PAR Government effective November 30, 2021 and was not eligible to participate in the long-term incentive program for FY 2021.
The performance-vesting RSUs granted to Messrs. Menar and Cicchinelli vest ratably in one-third increments on March 31, 2022, March 31, 2023, and March 31, 2024, subject to achievement of performance targets linked to the financial measures for the applicable performance period, the first of which ended December 31, 2021; the level of achievement of the performance targets determines the number of RSUs eligible to vest on each vesting date. The financial measure for the FY 2021 LTI awards for Messrs. Menar and Cicchinelli is total stockholder return relative to select comparator companies in the Russell 2000 Index (IT companies). The time vesting RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to continued employment through the applicable vesting dates.
Mr. Malhotra’s performance vesting RSUs vest ratably in one-third increments based on the level of achievement of the FY 2021 Punchh LARR and Punch CARR financial measures. Thereafter, the balance of the RSUs vest on the first anniversary and second anniversary of the initial vesting date based on the level of achievement.
CEO LTI awards
Mr. Singh was granted 170,000 performance vesting RSUs on March 17, 2020 pursuant to his February 27, 2020 employment agreement. Mr. Singh’s performance RSUs are eligible to vest in equal installments of one-third each subject to his continued employment as CEO of the Company and the achievement of performance goals determined by the Compensation Committee. The first one-third of the RSUs vested on
25

TABLE OF CONTENTS

December 31, 2021, the end of the first performance period that began on January 1, 2020 (the “First Performance Period”). The financial measures for the First Performance Period were Restaurant Annual Recurring Revenue Growth (“RARR Growth”) or Restaurant Bookings. RARR Growth for the First Performance Period was calculated as follows:
RARR Growth = (R2 – R1)/R1
Where “R1” is recurring revenue for December 2019, multiplied by 12, and “R2” is the recurring revenue for December 2021, multiplied by 12; and Restaurant Annual Recurring Revenue is recurring revenue from the following sources: Brink SaaS, Core Services, Merchant Services, Partner Revenue and Restaurant Magic SaaS.
The performance targets for the First Performance Period are set forth below:
 
​​
Performance Targets(1)
(January 1, 2020 – December 31, 2021)
​​
Level of Achievement
(January 1, 2020 – December 31, 2021)
RARR Growth; or
​​
39.4%
​​
30.45%
Restaurant Bookings
​​
12,797
​​
11,027
(1)
The RARR Growth target is based on the Company’s 2021 annual operating plan.
Mr. Singh’s achievement of RARR Growth in the First Performance Period was 77.3%, which was below the minimum achievement threshold of 80%. However, Mr. Singh’s achievement of Restaurant Bookings was 86.2%, exceeding the 80% minimum achievement threshold and resulted in the vesting of 72.3% of the one-third RSUs eligible to vest for the First Performance Period.
 
​​
Threshold
​​
Target
​​
Maximum
​​
Level of
achievement
Level of Achievement as a percent of target (%)(1)
​​
80%
​​
100%
​​
120%
​​
86.2%
Payout as a percent of initial grant (%)
​​
60%
​​
100%
​​
130%
​​
72.3%
(1)
Reflects the level of achievement required of the performance target for Restaurant Bookings.
Mr. Singh’s non-qualified stock option to purchase 575,000 shares of common stock and 170,000 time vesting RSUs also granted to him on March 17, 2020, as explained above under “Compensation Discussion and Analysis – 2021 Highlights – Advisory Vote on Named Executive Officer Compensation; Stockholder Outreach” continued to vest in FY 2021, with 113,333 RSUs vesting and 383,333 shares available for purchase under the partially vested non-qualified stock option at December 31, 2021.
Other NEO LTI awards
The performance period for the final one-third of the LTI awards granted to Messrs. Menar and Cicchinelli on August 9, 2019, which were performance vesting restricted stock (the “2019 LTI Awards”), and the performance period for the first one-third of the LTI awards granted to Messrs. Menar and Cicchinelli on March 18, 2021, which were performance vesting RSUs (the “2021 LTI Awards”), was FY 2021. The financial measure for the 2019 LTI Awards and 2021 LTI Awards is total stockholder return relative to select comparator companies in the Russell 2000 Index (IT companies). The performance targets for the final one-third of the 2019 LTI Awards and the first one-third of the 2021 LTI Awards were as follows:
​​
Threshold
​​
Target
​​
Maximum
​​
Level of
achievement
Relative Total Stockholder Return versus Select Comparators
​​
25th
​​
50th
​​
75th or above
​​
26th percentile (52%)
The level of achievement of total stockholder return relative to select comparators for FY 2021 was 52%, resulting in 52% of Messrs. Menar and Cicchinelli’s respective final one-third of the 2019 LTI Awards and first one-third of the 2021 LTI Awards vesting.
26

TABLE OF CONTENTS

The performance targets for the FY 2021 LTI award granted to Mr. Malhotra were:
​​
Threshold
​​
Target/Maximum
​​
Level of
achievement
Punchh LARR(1)
​​
$41 million (82% of goal)
​​
$50 million
​​
$46.69 million (93.38% of goal)
Punchh CARR
​​
$66 million (85.7% of goal)
​​
$77 million
​​
$66 million (85.7% of goal)
(1)
Punchh LARR and Punchh CARR had weighted allocations of 75% and 25%, respectively, for the calculation of the amount of the equity award that vested.
Mr. Malhotra achieved at 83% of his performance targets, resulting in 83% of the first one-third of his FY 2021 LTI award vesting.
PAR Government Contract Bonuses. In FY 2021, Mr. Cicchinelli participated in an employee retention program used by PAR Government as a tool to recruit and retain certain of its employees and those of its subsidiaries (the “PGSC Retention Bonus”). The PGSC Retention Bonus is generally available to all employees of PAR Government and its subsidiaries who are not covered by the Service Contract Act. It is a percentage of an employee’s total cash compensation paid in a fiscal year; it is established annually by PAR Government’s senior management, and is payable, if the employee remains employed through and including the payment date, in the immediately following year, generally in early March. The payment is reduced by the amount, if any, of the employer contribution for the employee to the profit-sharing component of the Company’s retirement plan. Mr. Cicchinelli did not receive his PGSC Retention Bonus for FY 2021 because he was not employed by PAR Government on the payment date.
Clawback Policy. Our clawback policy provides for the potential recoupment of certain cash and equity incentive compensation paid to any current and former NEOs, other Section 16 officers, senior financial officers and other desginated officers (the “Covered Officers”), and any other employee designated by the Compensation Committee (the “Covered Employees” and together with the Covered Officers, the “Covered Persons”), of the Company or any of its subsidiaries. Recoupment of performance-based incentive compensation would occur if the restatement of our financial statements is due to material noncompliance with any financial reporting requirement under applicable securities laws that is caused directly or indirectly by a Covered Officer. Further, in the event that the Compensation Committee determines that a Covered Person has engaged in certain injurious conduct, such as gross or intentional misconduct, embezzlement, theft, fraud or a breach of a fiduciary duty, then it may consider, in its discretion, to recoup any type of incentive compensation.
Benefits. Our NEOs are eligible to participate in the same benefit plan programs as all other Company employees, including medical, dental and vision insurance, group life insurance, short- and long-term disability coverage, partial reimbursement of health club/gym membership fees, and the Company’s 401(k) retirement plan (“retirement plan”) and open-market employee stock purchase plan.
Our retirement plan allows U.S. employees that meet eligibility requirements to contribute pre-tax (401(k)) or post-tax (Roth 401(k)) earnings up to the annual IRS limits. Except for certain excluded employees of PAR Government, the retirement plan provides for the Company to match 50% of each participating eligible employee’s annual contributions, up to 6% of such employee’s compensation for such fiscal year. Company matching contributions are subject to a three-year vesting period. The retirement plan also has a deferred profit-sharing component. Contributions to the profit-sharing component of the retirement plan are made at the discretion of the Board. No contributions were made to the profit-sharing program in FY 2021.
Pursuant to Mr. Singh’s employment agreement, an individual term life insurance and a supplemental individual long-term disability policy for Mr. Singh became effective in 2022.
Deferred Compensation. We sponsor a non-qualified deferred compensation plan for a select group of highly compensated employees that includes our NEOs. Participants may make voluntary deferrals of their salary and/or cash bonus to the plan. All amounts that are contributed or deferred under the non-qualified deferred compensation plan may be invested in one or more designated investment options. Distributions of amounts under the deferred compensation plan may be made in a lump sum amount or in annual installments upon specific events at the election of the employee. None of our NEOs made any contributions to the plan in FY 2021. The Board has the sole discretion to make employer contributions to the plan, although it did not make any such employer contributions in FY 2021.
27

TABLE OF CONTENTS

Employment Arrangements in effect for FY 2021
Savneet Singh. Effective February 27, 2020, Mr. Singh and the Company entered into a new employment agreement pursuant to which Mr. Singh continues to serve as the Chief Executive Officer and President of the Company. On February 16, 2021, the Company entered into an amendment to Mr. Singh’s employment agreement with Mr. Singh. Under the terms of the amendment, Mr. Singh’s annual base salary was increased to $575,000, and his annual short-term incentive bonus threshold, target, and maximum payout were increased for each of the Company’s fiscal years ending December 31, 2021 and 2022 from 80% (threshold), 90% (target), and 100% (maximum) to 90% (threshold), 100% (target) and 110% (maximum) of his base salary earned in each of those fiscal years. The vesting terms of Mr. Singh’s equity awards may be shortened in the event of a change in control of the ownership of the Company and/or Mr. Singh’s termination of employment by the Company without cause or his resignation for a good reason. Mr. Singh did not receive an LTI award in FY 2021. Under the terms of his employment agreement, Mr. Singh was granted time- and performance vesting RSUs and a time-vesting stock option in 2020.
Bryan A. Menar. In connection with his appointment as Chief Financial Officer and Vice President of the Company, the Company entered into an employment agreement with Mr. Menar in November 2016. Under the terms of his employment agreement Mr. Menar was paid an initial annual base salary of $250,000. Mr. Menar’s base salary was increased to $284,550 in 2020, and further increased to $294,509 in 2021. He participates in our annual STI program at an individual bonus target of 50% of his annual earned base salary for achievement against performance targets linked to the financial measures established by the Board.
Raju Malhotra. Effective October 4, 2021, Mr. Malhotra and the Company entered into a new employment agreement pursuant to which Mr. Malhotra serves as Chief Product and Technology Officer of the Company. Under the terms of the employment agreement, Mr. Malhotra’s annual base salary for 2021 was $400,000. For FY 2021, Mr. Malhotra participated in the Punchh cash variable incentive plan with a target performance bonus of $275,000, subject to the achievement of performance targets linked to FY 2021 Punchh LARR and Punchh CARR financial measures.
Matthew R. Cicchinelli. On July 6, 2020, Matthew Cicchinelli and PAR Government entered into an employment agreement pursuant to which Mr. Cicchinelli served as President of PAR Government. Under the terms of the employment agreement, Mr. Cicchinelli’s annual base salary was $259,350. Mr. Cicchinelli’s base salary was increased to $265,834 in 2021. On November 29, 2021, Mr. Cicchinelli and PAR Government entered into an agreement (the “transition services agreement”) under which Mr. Cicchinelli stopped serving as President of PAR Government and served as a Special Advisor to the President of PAR Government from November 29, 2021 through January 15, 2022. Under the transition services agreement, Mr. Cicchinelli’s base salary remained the same during the advisory period and his outstanding equity awards continued to vest, subject to the terms and conditions of the applicable plans and awards. The transition services agreement further provided that Mr. Cicchinelli would receive payment of his annual STI incentive bonus and the final one-third of his 2019 LTI Award would vest in accordance with its terms, provided he remained employed with PAR Government through the end of FY 2021.
Michael D. Nelson. On October 28, 2021, Mr. Nelson and PAR Government entered into an employment agreement pursuant to which Mr. Nelson would serve as the President of PAR Government beginning November 30, 2021. Under the terms of the employment agreement, Mr. Nelson received a signing bonus of $135,000 and his annual base salary was $325,000. In 2022, Mr. Nelson will be eligible to participate in our STI program at an individual bonus target of 40% of his earned base salary and our LTI program at an individualized bonus target of 20% of his earned base salary for achievement of the performance targets linked to the financial measures established by the Board.
28

TABLE OF CONTENTS

COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K of PAR Technology Corporation for the fiscal year ended on December 31, 2021.
The Compensation Committee:
James C. Stoffel (Chair)
Douglas G. Rauch
Cynthia A. Russo
Narinder Singh
The Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference in other filings by the Company with the SEC, except to the extent the Company specifically requests that the report be treated as soliciting material or specifically incorporates it by reference.
29

TABLE OF CONTENTS

Summary Compensation Table
The following table sets forth information concerning the compensation of our CEO, CFO, our two other most highly compensated executive officers who were serving at the end of FY 2021, and one former executive officer who did not remain as an executive as of the end of FY 2021.
Name and Principal
Position
​​
Year
​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Stock
Awards
($)(3)
​​
Option
Awards
($)(4)
​​
Non- Equity
Incentive Plan
Compensation
($)(5)
​​
Non-Qualified
Deferred
Compensation
Earnings
($)(6)
​​
All Other
Compensation
($)(7)
​​
Total
($)
Savneet Singh,
CEO and President
​​
2021
​​
569,231
​​
—
​​
—
​​
—
​​
548,852
​​
—
​​
6,371
​​
1,124,454
​
2020
​​
493,510
​​
—
​​
4,550,400
​​
2,674,895
​​
484,616
​​
—
​​
16,807
​​
8,220,228
​
2019
​​
485,939
​​
—
​​
2,450,400
​​
—
​​
448,878
​​
—
​​
29,388
​​
3,414,605
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Bryan A. Menar,
Chief Financial and Accounting Officer, Vice President
​​
2021
​​
292,211
​​
—
​​
366,433
​​
—
​​
143,603
​​
—
​​
9,212
​​
811,459
​
2020
​​
259,274
​​
—
​​
—
​​
—
​​
110,902
​​
—
​​
9,333
​​
379,509
​
2019
​​
271,000
​​
—
​​
65,000
​​
35,000
​​
113,159
​​
—
​​
4,891
​​
489,050
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Matthew R. Cicchinelli,
Former President, PAR Government(8)
​​
2021
​​
264,338
​​
—
​​
78,703
​​
—
​​
145,531
​​
3,216
​​
7,727
​​
499,515
​
2020
​​
268,138
​​
12,490
​​
74,967
​​
—
​​
147,731
​​
1,767
​​
10,959
​​
516,052
​
2019
​​
247,000
​​
37,304
​​
299,850
​​
26,250
​​
—
​​
—
​​
3,081
​​
613,485
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Raju Malhotra,
Chief Product and Technology Officer(9)
​​
2021
​​
248,347
​​
—
​​
99,966
​​
—
​​
245,231
​​
—
​​
764
​​
594,308
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
​​
 
Michael D. Nelson,
President, PAR Government(10)
​​
2021
​​
25,000
​​
135,000
​​
—
​​
—
​​
—
​​
—
​​
96
​​
160,096
1.
Amounts shown for FY 2021 are base salaries earned by our NEOs, as described in “Compensation Discussion and Analysis –2021 NEO Compensation Design.”
2.
Amount shown for FY 2021 is a signing bonus of $135,000 paid to Mr. Nelson.
3.
Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of performance-based stock awards granted to our NEOs. Assumptions made, including the impact of the probable outcome of performance conditions on the valuations of the stock awards, are discussed in Note 10 to the Company’s Consolidated Financial Statements included in the 2021 Annual Report.
With respect to Mr. Menar, amounts shown for FY 2021 reflect the grant date fair value of the following awards granted to him on March 18, 2021: (a) 2,805 time vesting RSUs that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to his continued employment through the applicable vesting dates; (b) 972 performance vesting RSUs that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance period, the first of which ended December 31, 2021; and (c) 972 time vesting RSUs that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to his continued employment through the applicable vesting dates. Assuming the maximum level of achievement of the performance targets, the value of Mr. Menar’s performance vesting RSUs would be $119,984.
With respect to Mr. Cicchinelli, amounts shown for FY 2021 reflect the grant date fair value of the following awards granted to him on March 18, 2021: (a) 510 time vesting RSUs granted to him on March 18, 2021 that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to his continued employment through the applicable vesting dates; and (b) 510 performance vesting RSUs that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance period, the first of which ended December 31, 2021. Assuming the maximum level of achievement of the performance targets, the value of Mr. Cicchinelli’s performance vesting RSUs would be $62,963. All unvested equity awards as of the date Mr. Cicchinelli’s employment terminated (January 15, 2022) were forfeited.
With respect to Mr. Malhotra, amounts shown for FY 2021 reflect the grant date fair value of 1,578 performance vesting RSUs granted to him on August 12, 2021 that vest ratably in one-third increments based on the level of achievement of the FY 2021 Punchh LARR and Punchh CARR financial measures; thereafter, the balance of the RSUs vest on the first anniversary and second anniversary of the initial vesting date based on the level of achievement. Assuming the maximum level of achievement of the performance targets, the value of Mr. Malhotra’s performance vesting RSUs would be $99,966.
4.
Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in the valuation of the option awards are discussed in Note 10 to the Company’s Consolidated Financial Statements included in the 2021 Annual Report.
30

TABLE OF CONTENTS

5.
Amounts shown for FY 2021 represent the STI bonuses earned for FY 2021 by Messrs. Singh, Menar, Cicchinelli and Malhotra. See “Compensation Discussion and Analysis – 2021 NEO Compensation Design” for additional information about the STI bonuses for FY 2021.
6.
Amounts shown for FY 2021 represent interest earned on the balance of Mr. Cicchinelli’s account in FY 2021. See the notes to the Nonqualified Deferred Compensation table for additional information about nonqualified deferred compensation for FY 2021.
7.
Amounts shown for FY 2021 represent 401(k) employer matching contributions ($5,885 -Mr. Singh, $8,402 – Mr. Menar, $5,404 – Mr. Cicchinelli and $577 – Mr. Malhotra) and the Company’s payment of premiums on term life insurance ($486 –Singh, $811 – Menar, $2,323 – Mr. Cicchinelli, $187 – Mr. Malhotra and $96 – Mr. Nelson).
8.
Mr. Cicchinelli stopped serving as President of PAR Government on November 29, 2021.
9.
Mr. Malhotra started serving as Chief Product and Technology Officer of the Company, effective October 4, 2021.
10.
Mr. Nelson started serving as President of PAR Government on November 30, 2021.
GRANTS OF PLAN-BASED AWARDS
The following table contains information concerning the grants of plan-based awards made to our NEOs in FY 2021.
 
​​
 
​​
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
​​
Estimated Future Payouts
Under
Equity Incentive Plan
Awards
​​
All Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)
​​
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
​​
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
​​
Grant
Date
Fair
Value
of Stock
and
Option
Awards(1)
Name
​​
Grant Date
​​
Threshold
($)
​​
Target
($)
​​
Maximum
($)
​​
Threshold
(#)
​​
Target
(#)
​​
Maximum
(#)
​
Savneet Singh
​​
—
​​
512,308
​​
569,231(2)
​​
626,154
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
Bryan A. Menar
​​
—
​​
73,053
​​
146,106(3)
​​
233,770
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
03/18/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
2,805(4)
​​
—
​​
—
​​
216,434
​
03/18/2021
​​
—
​​
—
​​
—
​​
0
​​
972(5)
​​
1,555
​​
972(5)
​​
—
​​
—
​​
149,999
Matthew R. Cicchinelli(8)
​​
—
​​
72,693
​​
145,386(6)
​​
232,618
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
03/18/2021
​​
—
​​
—
​​
—
​​
0
​​
510(7)
​​
816
​​
510(7)
​​
—
​​
—
​​
78,703
Raju Malhotra
​​
—
​​
206,250
​​
275,000(9)
​​
357,500
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
08/12/2021
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
1,578(10)
​​
—
​​
—
​​
99,966
Michael D. Nelson
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
1.
Amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to plan-based awards made to our NEOs, excluding the effect of estimated forfeitures for tax withholding purposes. For each NEO, amounts reflect the market value of the shares underlying each award based on the closing price of our common stock on the grant date ($77.16 for Mr. Menar and Mr. Cicchinelli and $63.35 for Mr. Malhotra).
2.
The threshold, target and maximum payouts for Mr. Singh’s STI award for FY 2021 were 90%, 100% and 110%.
3.
The threshold, target and maximum payouts for Mr. Menar’s STI award for FY 2021 were 50%, 100% and 160%.
4.
Time vesting RSUs that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to continued employment through the applicable vesting dates.
5.
Mr. Menar was granted an award of 1,944 RSUs on March 18, 2021, of which 972 RSUs are performance vesting and vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance period, the first of which ended December 31, 2021; and the 972 time vesting RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to his continued employment through the applicable vesting dates.
6.
The threshold, target and maximum payouts for Mr. Cicchinelli’s STI award for FY 2021 were 50%, 100% and 160%.
7.
Mr. Cicchinelli was granted an award of 1,020 RSUs on March 18, 2021, of which 510 RSUs are performance vesting and vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance period, the first of which ended December 31, 2021; and the 510 time vesting RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to his continued employment through the applicable vesting dates.
8.
All unvested equity awards as of the date Mr. Cicchinelli’s employment terminated (January 15, 2022) were forfeited.
9.
The threshold, target, and maximum payouts for Mr. Malhotra’s STI award for FY 2021 were 75%, 100% and 130%.
10.
Performance vesting RSUs that vest ratably in one-third increments based on the level of achievement of the FY 2021 Punchh LARR and Punchh CARR financial measures; thereafter, the balance of the RSUs vest on the first anniversary and second anniversary of the initial vesting date based on the level of achievement.
31

TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year-End
The following table provides information on stock and option awards held by our NEOs at December 31, 2021.
 
​​
Option Awards
​​
Stock Awards
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
​​
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(1)
​​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
that
Have Not
Vested
(#)
​​
Equity
Incentive
Awards:
Market
Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
($)(1)
Savneet Singh
​​
383,333
​​
191,667(2)
​​
12.64
​​
3/17/30
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
26,008(3)
​​
1,372,442
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
170,000(4)
​​
8,970,900
​
—
​​
—
​​
—
​​
—
​​
56,667(5)
​​
2,990,318
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
6,667(6)
​​
351,818
​​
—
​​
—
Bryan A. Menar
​​
34,500(7)
​​
—
​​
8.90
​​
12/8/27
​​
—
​​
—
​​
—
​​
—
​
3,188(8)
​​
—
​​
22.18
​​
8/13/28
​​
—
​​
—
​​
—
​​
—
​
3,587(9)
​​
1,795
​​
24.87
​​
8/9/29
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
537(10)
​​
28,338
​
—
​​
—
​​
—
​​
—
​​
336(11)
​​
17,731
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
2,805(12)
​​
148,020
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
972(13)
​​
51,292
​​
972(13)
​​
51,292
Matthew R. Cicchinelli(16)
​​
3,188(8)
​​
0
​​
22.18
​​
8/13/28
​​
—
​​
—
​​
—
​​
—
​
2,690(9)
​​
1,346
​​
24.87
​​
8/9/29
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
403(10)
​​
21,266
​
—
​​
—
​​
—
​​
—
​​
252(11)
​​
13,298
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
 
​​
 
​​
531(14)
​​
28,021
​
—
​​
—
​​
—
​​
—
​​
510(15)
​​
26,913
​​
510(15)
​​
26,913
Raju Malhotra
​​
34,496(17)
​​
68,995
​​
9.94
​​
1/21/2031
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
1,578(18)
​​
83,271
Michael D. Nelson
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
1.
Amounts reflect the market value of the shares based on the closing price of our common stock on December 31, 2021 ($52.77).
2.
Non-qualified stock options granted on March 17, 2020. One-third of the options vested on February 27, 2021, and one-twelfth vest at the end of each completed fiscal quarter, beginning March 31, 2021, subject to continued employment through the applicable vesting dates.
3.
Shares of performance vesting restricted stock granted on May 13, 2019. All of these shares have vested, but delivery of the vested shares was deferred, one-third on March 31, 2020, one-third on March 31, 2021 with the remaining one-third to be delivered on March 31, 2022.
4.
Performance vesting RSUs granted on March 17, 2020 that vest on the date or dates that the Compensation Committee certifies the achievement of performance targets linked to the financial measures for the applicable two-year performance period: January 1, 2020 - December 31, 2021; January 1, 2021 - December 31, 2022; and January 1, 2022 - December 31, 2023.
5.
Time vesting RSUs granted on March 17, 2020. One-third of the options vested on February 27, 2021, and one-twelfth vest at the end of each completed fiscal quarter, beginning March 31, 2021, subject to continued employment through the applicable vesting dates.
6.
Time vesting RSUs granted on March 17, 2020 as a recognition award. One-third of the RSUs vested on December 31, 2020 and December 31, 2021, and the final one-third vests on December 31, 2022, subject to continued employment through the applicable vesting dates.
7.
Fully vested options granted on December 8, 2017.
8.
Fully vested options granted on August 13, 2018.
9.
Options granted on August 9, 2019. The unvested options vest on August 9, 2022, subject to continued employment through the vesting date.
10.
Shares of performance vesting restricted stock granted on August 9, 2019. One third of the restricted stock vested on December 31, 2019 and December 31, 2020, and the final one-third vests on December 31, 2021, subject to the achievement of performance targets linked to the FY 2021 financial measures.
32

TABLE OF CONTENTS

11.
Shares of time vesting restricted stock granted on August 9, 2019. One-third vested on December 31, 2019 and December 31, 2020, and the final one-third vests on December 31, 2021.
12.
Time vesting RSUs granted on March 18, 2021 that vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to continued employment through the applicable vesting dates.
13.
RSUs granted on March 18, 2021, of which 972 RSUs are performance vesting and vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance period, the first of which ended December 31, 2021. The 972 time vesting RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to continued employment through the applicable vesting dates.
14.
Performance vesting RSUs granted on November 11, 2020 that vest on the date or dates that the Compensation Committee certifies the achievement of performance targets linked to financial measures for the applicable performance periods: January 1, 2020 - December 31, 2020; January 1, 2021 - December 31, 2021; and January 1, 2022 - December 31, 2022.
15.
RSUs granted on March 18, 2021, of which 510 RSUs are performance vesting and vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to achievement of performance targets linked to financial measures for the applicable performance periods, the first of which ended December 31, 2021. The 510 time vesting RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to continued employment through the applicable vesting dates.
16.
All unvested equity awards as of the date Mr. Cicchinelli’s employment terminated (January 15, 2022) were forfeited.
17.
Options assumed in the acquisition of Punchh in April 2021. Twenty-five percent vested on August 17, 2021, and 1/48th vest each month thereafter, subject to continued employment through the applicable vesting dates.
18.
Performance vesting RSUs granted on August 12, 2021 that vest ratably in one-third increments based on the level of achievement of the performance targets linked to FY 2021 Punchh LARR and Punchh CARR financial measures; thereafter, the balance of the RSUs vest on the first anniversary and second anniversary of the initial vesting date based on the level of achievement.
Options Exercised and Stock Vested
The following table provides information regarding options exercised and stock awards vested for our NEOs during FY 2021.
 
​​
Option Awards
​​
Stock Awards
Name
​​
Number of
Shares
Acquired on
Exercise
(#)
​​
Value Realized on
Exercises
($)
​​
Number of
Shares
Acquired on
Vesting
(#)
​​
Value Realized on
Vesting
($)(1)
Savneet Singh
​​
—
​​
—
​​
145,995
​​
$10,511,739
Bryan A. Menar
​​
—
​​
—
​​
335
​​
$21,035
Matthew R. Cicchinelli
​​
2,000
​​
156,730(2)
​​
6,714
​​
$427,302
Raju Malhotra
​​
—
​​
—
​​
—
​​
—
Michael D. Nelson
​​
—
​​
—
​​
—
​​
—
1.
Amounts reflect the market value of the shares based on the closing price of our common stock on the date of vesting, excluding the effect of forfeitures for tax withholding purposes.
2.
The exercise price for the award was $5.36, and the closing price of our common stock was $83.72 on the exercise date.
Nonqualified Deferred Compensation
The following table provides information about contributions, earnings, withdrawals, distributions, and balances under the nonqualified deferred compensation plan for FY 2021.
Name
​​
Executive
Contributions
in Last FY
($)
​​
Registrant
Contributions
in Last FY
($)
​​
Aggregate
Earnings
in Last FY
($)
​​
Aggregate
Withdrawals/
Distributions
($)
​​
Aggregate
Balance at
Last FYE
($)
Savneet Singh
​​
—
​​
—
​​
—
​​
—
​​
—
Bryan A. Menar
​​
—
​​
—
​​
—
​​
—
​​
—
Matthew R. Cicchinelli
​​
—
​​
—
​​
3,216(1)
​​
—
​​
14,535
Raju Malhotra
​​
—
​​
—
​​
—
​​
—
​​
—
Michael D. Nelson
​​
—
​​
—
​​
—
​​
—
​​
—
1.
Mr. Cicchinelli had an outstanding balance of $11,319 as of January 1, 2021; $1,767 of the outstanding balance was included in compensation reported in the Summary Compensation Table for the fiscal year ended on December 31, 2020. He did not make any contributions in FY 2021. His gain for the period January 1, 2021 through December 31, 2021 was 28.4%.
33

TABLE OF CONTENTS

Potential Payments Upon Termination
The amounts in the following table generally estimate potential payments that would have been due if an NEO’s employment terminated effective December 31, 2021, under each of the circumstances specified below.
NEO
​​
Cash
Severance
Payment
($)
​​
Continuation of
Medical/Welfare
Benefit (present
value)
($)
​​
Acceleration and
Continuation of
Equity Awards
($)
​​
Total Termination
Benefits(1)
($)
(a)
​​
(b)
​​
(c)
​​
(d)
​​
(e)
Savneet Singh(2)(3)(9)
​​
 
​​
 
​​
 
​​
 
Voluntary Termination or Resignation Without Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason(4)
​​
1,267,602
​​
26,675
​​
13,195,807
​​
14,490,084
Without Cause or For Good Reason During Change of Control Protection Period(5)
​​
1,411,352
​​
32,010
​​
18,386,885
​​
19,830,247
Death or Disability(6)
​​
1,048,852
​​
—
​​
9,369,573
​​
10,418,425
Bryan A. Menar(7)
​​
 
​​
 
​​
 
​​
 
Voluntary Termination or Resignation Without Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason During Change of Control Protection Period(8)
​​
—
​​
—
​​
346,753
​​
346,753
Death or Disability(9)(10)
​​
500,000
​​
—
​​
217,043
​​
717,043
Matthew R. Cicchinelli(11)
​​
 
​​
 
​​
 
​​
 
Voluntary Termination or Resignation Without Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason During Change of Control Protection Period
​​
—
​​
—
​​
—
​​
—
Death or Disability
​​
—
​​
—
​​
—
​​
—
Raju Malhotra(3)(9)(12)
​​
 
​​
 
​​
 
​​
 
Voluntary Termination or Resignation Without Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or For Good Reason(13)
​​
1,200,000
​​
—
​​
—
​​
1,200,000
Without Cause or For Good Reason During Change of Control Protection Period(14)
​​
1,200,000
​​
—
​​
3,038,327
​​
4,238,327
Death or Disability
​​
500,000
​​
—
​​
—
​​
500,000
Michael D. Nelson(3)(15)
​​
 
​​
 
​​
 
​​
 
Voluntary Termination or Resignation Without Good Reason
​​
—
​​
—
​​
—
​​
—
Without Cause or Due to Disability(16)
​​
108,333
​​
—
​​
—
​​
108,333
Without Cause or Due to Disability During Change of Control Protection Period(17)
​​
162,500
​​
—
​​
—
​​
162,500
Death
​​
500,000
​​
—
​​
—
​​
500,000
1.
Amounts reflect the market value of the shares based on the closing price of our common stock on December 31, 2021 ($52.77).
2.
Mr. Singh’s potential termination payments are based on his February 27, 2020 employment agreement. Upon termination of his employment for any reason, Mr. Singh would receive his accrued but unpaid base salary, accrued but unused vacation, unreimbursed business expenses and nonforfeitable benefits under the terms of any welfare benefit plan or retirement benefit plan maintained by the Company (“Accrued Benefits”). With the exception of a voluntary termination or resignation without good reason, Mr. Singh would receive the cash value of his STI payment for FY 2021 totaling $548,852. Any continuation of medical/welfare benefits for Mr. Singh includes the full value of medical, dental, and vision insurance ($1,778 per month).
3.
Payment of separation payments to Messrs. Singh, Malhotra and Nelson are subject to the Company’s receipt of a fully executed and effective release, continued compliance with their respective non-disclosure agreements and any post-employment covenants set forth in their respective employment agreements or releases.
34

TABLE OF CONTENTS

4.
Upon a termination without cause or for good reason, Mr. Singh would receive 15 months of severance; his earned, but unpaid STI bonus for FY 2021; and 15 months of COBRA continuation equaling $26,675. In addition, Mr. Singh’s unvested RSUs and unvested option award, with a value of $11,033,807, would vest as if he remained employed for 15 months following termination, and his performance vesting RSUs, with a value of $2,162,000, would vest based on the actual level of achievement during the performance period in which his employment was terminated.
5.
Upon a termination without cause or for good reason during a change of control protection period, Mr. Singh would receive 18 months of severance; his earned, but unpaid STI bonus for FY 2021, and 18 months of COBRA continuation equaling $32,010. In addition, Mr. Singh’s unvested RSUs and unvested option award would fully vest at a value of $11,033,807, and a portion of Mr. Singh’s performance vesting RSUs would vest and be deemed earned at target at a value of $7,353,078.
6.
Upon termination due to death or disability, Mr. Singh’s unvested time vesting RSUs and unvested option award would vest on a prorated basis at a value of $7,207,573, and a portion of his performance RSUs would vest at a value of $2,162,000.
7.
Mr. Menar’s potential payments upon termination are based on the terms of the grant agreements covering his equity awards outstanding at termination.
8.
Upon a change of control, Mr. Menar’s unvested options, time vesting restricted stock and time vesting restricted stock units would fully vest at a value of $267,123, and upon a termination without cause during a change of control protection period, Mr. Menar’s unvested performance vesting restricted stock and performance vesting restricted stock units would also fully vest at a value of $79,630.
9.
Disability is paid as pay continuation and the value would be based on multiple factors. Short–term disability (STD) and long–term disability (LTD) are both payable from the Company’s insurance policies. Short–term disability is payable after a one–week waiting period and up to 26 weeks. Messrs. Singh, Menar and Malhotra participate in the enhanced STD coverage which is payable in the amount of $2,000 per week the NEO is deemed disabled. Messrs. Singh, Menar and Malhotra participate in the LTD policy which is payable in the amount of $5,000 per month the NEO is deemed disabled. All employees, including our NEOs, are insured for life insurance (premiums paid by the Company) in the amount of $500,000, which is the policy maximum.
10.
Upon a termination due to death, Mr. Menar’s unvested time vesting restricted stock and time vesting restricted stock units would vest at a value of $217,043.
11.
Mr. Cicchinelli’s payments are based on his transition services agreement. Under the terms of the transition services agreement, Mr. Cicchinelli received his annual STI payment for FY 2021 totaling $145,531. The final one-third of the performance vesting restricted stock granted to him on August 9, 2019, would fully vest at a value of $6,491.
12.
Mr. Malhotra’s potential payments upon termination are based on his employment agreement with the Company, effective October 4, 2021, and his outstanding equity award agreements.
13.
Upon a termination without cause or for good reason, Mr. Malhotra would receive three months of severance, paid in four monthly payments, totaling $1,200,000.
14.
Upon a termination without cause or for good reason during a change of control protection period, Mr. Malhotra would receive three months of severance totaling $1,200,000, and his unvested options would become fully vested at a value of $2,955,056. If the termination was without cause during a change of control protection period, then his performance vesting RSUs would also fully vest at a value of $83,271.
15.
Mr. Nelson’s potential payments upon termination are based on his employment agreement with PAR Government, dated October 28, 2021. Upon a termination for any reason, Mr. Nelson would receive his Accrued Benefits.
16.
Upon a termination without cause or due to disability, Mr. Nelson would receive four months of severance totaling $108,333.
17.
Upon a termination without cause or due to disability during a change of control protection period, Mr. Nelson would receive six months of severance totaling $162,500.
CEO Pay Ratio
For FY 2021 the ratio of the annual total compensation of our CEO to the median annual total compensation of all our employees (excluding our CEO) was approximately 12:1.
CEO Annual Total Compensation
​​
$1,124,454
Median Annual Total Compensation of Employees
​​
$95,529
CEO Pay Ratio(1)
​​
12:1
1.
We calculated the CEO Pay Ratio by dividing the CEO Annual Total Compensation by the Median Annual Total Compensation of Employees and expressing the quotient as a ratio.
For purposes of determining the CEO pay ratio for FY 2021, consistent with applicable SEC rules, our “median employee” for FY 2021 is the same “median employee” used by us in determining the CEO pay ratio for fiscal year 2020 as there was no change in our employee population or employee compensation arrangements in FY 2021 that would significantly impact the ratio of our CEO’s annual total compensation to the median annual total compensation of our employees. We determined the “median employee” for fiscal year ended 2020 based on and using the following methodology and material assumptions, adjustments, and estimates:
We identified the individuals employed by the Company and its consolidated subsidiaries as of December 31, 2020, including full-time, part-time, seasonal and temporary workers.
35

TABLE OF CONTENTS

We annualized compensation for all full-time and part-time employees that were employed for less than the full fiscal year 2020.
We excluded all employees located outside the United States as they represented less than 5% of the Company’s total number of employees.
We reviewed the Company’s payroll records and ranked all included Company employees high to low based on their IRS Form W–2 Box 5 compensation as of December 31, 2020.
The median annual total compensation of all our employees (excluding our CEO) is based on the annual total compensation of our “median employee.” We calculated the annual total compensation of our median employee for FY 2021 using the same rules that apply to reporting the annual total compensation of our NEOs, including our CEO, in the Summary Compensation Table. In calculating the FY 2021 CEO pay ratio we did not include 151 employees acquired in our acquisition of Punchh in April 2021. The SEC rules allow us to omit employees of a newly acquired entity from the CEO pay ratio calculation for the fiscal year in which the acquisition was effective.
The CEO pay ratio information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the Compensation Committee nor the Company’s management used the CEO pay ratio in making compensation recommendations or decisions. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
36

TABLE OF CONTENTS

PROPOSAL 2 — NON-BINDING, ADVISORY VOTE TO APPROVE
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Board and our Compensation Committee are committed to strong corporate governance practices and to executive compensation programs that align the interests of our executives with those of our stockholders. We believe our compensation programs have been structured to align the interests of our executives with those of our stockholders by balancing near-term results with long-term success, and to enable us to attract, retain, and reward our executive officers for delivering stockholder value. The compensation paid to our named executive officers in FY 2021 is disclosed in the narrative discussion and compensation tables described in detail under the heading “Compensation Discussion and Analysis” of this proxy statement.
The Board of Directors unanimously recommends a vote “For” the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to SEC rules, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby approved.
The next non-binding, advisory vote regarding the compensation paid to our named executive officers will be held at the 2023 annual meeting of stockholders.
As an advisory vote in accordance with Section 14A of the Exchange Act, this proposal is not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by our stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding our NEOs.
37

TABLE OF CONTENTS

PROPOSAL 3 - APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED
PAR TECHNOLOGY CORPORATION 2015 EQUITY INCENTIVE PLAN
The Board has unanimously approved and voted to recommend that you approve, an amendment to the 2015 Equity Incentive Plan. The amendment (the “Amendment”) increases the number of shares of common stock available to be issued under the 2015 Equity Incentive Plan by 1,750,000.
The Board believes that the Company’s ability to grant stock-based awards is important to its continuing ability to drive performance, align incentives with stockholder value, and improve retention. As of April 11, 2022, the total number of shares of common stock available for future awards under the 2015 Equity Incentive Plan was 409,017. Based on estimated usage, the Compensation Committee anticipates depleting these shares by the end of calendar 2022. In order to continue to have an appropriate supply of shares for stock-based awards to attract, motivate, and retain the talent required to successfully execute our business strategy, the Board believes that the additional 1,750,000 shares requested in the Amendment will provide the Compensation Committee with sufficient shares for our equity compensation program for approximately two years, depending on the size of our workforce, the estimated range of our stock price, inorganic growth, historical forfeiture rates, and other factors.
While adding 1,750,000 shares to the 2015 Equity Incentive Plan will increase the potential dilution to our current stockholders, our Board believes that our equity compensation programs are appropriately managed. As shown in the table below, as of December 31, 2019, 2020 and 2021, stockholder dilution, measured by the quotient of the sum of (1) shares of common stock reserved for future awards, (2) outstanding, but unexercised stock options, (3) unvested restricted stock outstanding and (4) unvested restricted stock units outstanding, over the total number of shares of common stock outstanding, attributable to the 2015 Equity Incentive Plan was 10.4%, 10.9% and 8.9%, respectively. Potential dilution as of April 11, 2022, inclusive of the additional 1,750,000 shares, would be 14.4%.
 
​​
December 31,
2019
​​
December 31,
2020
​​
December 31,
2021
​​
April 11, 2022
(with 1,750,000
additional shares)
Shares reserved for future awards under 2015 Equity Incentive Plan
​​
1,127,717
​​
952,038
​​
633,756
​​
2,159,017
Outstanding, but unexercised stock options
​​
383,000
​​
956,627
​​
1,305,881
​​
1,136,832
Unvested restricted stock outstanding
​​
149,000
​​
61,000
​​
27,000
​​
0
Unvested restricted stock units outstanding
​​
67,000
​​
426,632
​​
418,084
​​
604,042
Total shares of common stock outstanding
​​
16,629,177
​​
21,917,357
​​
26,924,397
​​
27,058,804
Total Dilution
​​
10.4%
​​
10.9%
​​
8.9%
​​
14.4%
The Company’s three-year adjusted average annual burn rate as of December 31, 2021 is 4.27%, well below the Institutional Shareholder Services (“ISS”) “burn rate benchmark” for our index membership and industry of 6.32%.
(Shares are stated in thousands)
​​
2019
​​
2020
​​
2021
Weighted average number of shares of common stock outstanding
​​
16,223
​​
19,014
​​
25,088
Stock options granted
​​
122
​​
619
​​
564
Restricted stock granted
​​
225
​​
29
​​
2
Restricted stock units granted
​​
—
​​
383
​​
203
Adjusted total(1)
​​
 
​​
 
​​
 
Granted stock options, restricted stock and restricted stock units burn rate
​​
2.83%
​​
6.51%
​​
3.47%
3-year average (adjusted) burn rate of 4.27%
​​
 
​​
 
​​
 
(1)
Adjusted total reflects that ISS considers full-value awards to be more valuable than stock options. The adjustment is made based on the Company’s annual stock price volatility, such that one full value award will count as one and one-half option shares.
Our executive officers and non-employee directors have an interest in this proposal by virtue of their being eligible to receive awards under the 2015 Equity Incentive Plan as amended.
38

TABLE OF CONTENTS

Plan Summary
Set forth below is a summary of the principal provisions of the 2015 Equity Incentive Plan. We are proposing to amend the 2015 Equity Incentive Plan solely to increase the shares available for issuance. The Company is not proposing to amend any of the provisions described below. The summary is qualified in its entirety by reference to the text of the 2015 Equity Incentive Plan, which is attached as Appendix A to this proxy statement. We urge our stockholders to carefully review the 2015 Equity Incentive Plan.
Plan Term. The present term of the 2015 Equity Incentive Plan began on June 10, 2019, the date of stockholder approval of the 2015 Equity Incentive Plan. No awards may be granted under the 2015 Equity Incentive Plan after June 10, 2029, but awards previously granted may extend beyond that date unless terminated by the Board or Compensation Committee in accordance with the terms of those awards.
Eligible Participants. All employees, officers, directors, consultants and advisors of the Company are eligible to participate in the 2015 Equity Incentive Plan. As of April 11, 2022, there were approximately 1,570 employees (including officers) and 5 directors eligible to participate in the 2015 Equity Incentive Plan. Although consultants and advisors are eligible to participate, we have not historically granted stock-based awards to consultants and advisors.
Total Shares Authorized. As of April 11, 2022, 409,017 shares remained available for future grants under the 2015 Equity Incentive Plan. If stockholders approve the increase of 1,750,000 shares, the 2015 Equity Incentive Plan’s available share reserve will increase to 2,159,017 shares, less any new grants made after April 11, 2022.
Administration and Authority. The Board has broad authority to administer the 2015 Equity Incentive Plan, which it may delegate to the Compensation Committee, which is comprised solely of independent directors. References hereafter in this Proposal 3 to the Board apply equally to the Compensation Committee when the Board delegates its authority under the 2015 Equity Incentive Plan. The Board has the authority to grant and amend awards and, subject to the express limitations of the 2015 Equity Incentive Plan, the Board has the authority to (i) to construe and determine award agreements, awards and the 2015 Equity Incentive Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the 2015 Equity Incentive Plan and any awards thereunder, (iii) to determine the terms and conditions of the awards, and (iv) to make all other determinations or certifications and take such other actions in the judgment of the Board are necessary or desirable for the administration and interpretation of the 2015 Equity Incentive Plan.
Award Types. Stock options, restricted stock, and such other stock-based awards as the Board or Compensation Committee may determine, including securities convertible into our common stock, stock appreciation rights, phantom stock awards and restricted stock units. The Board may grant stock options that are incentive stock options (ISOs) or non-qualified stock options. Only employees may receive ISOs. No stock option can be exercised more than ten (10) years from the date of grant.
Award Limits. Awards intended to qualify as incentive stock options may not become exercisable in any one calendar year for shares of common stock with an aggregate fair market value of more than $100,000. The 2015 Equity Incentive Plan places an annual limit of $200,000 on the fair value of shares awarded to non-employee directors.
No Repricing. The Board may not reprice stock options or stock appreciation rights without stockholder approval.
Clawback, Recovery, and Recoupment. All awards are subject to clawback, recovery or recoupment in accordance with any compensation clawback, recovery, or recoupment policy adopted by the Board or otherwise required by applicable law, government regulation or stock exchange listing requirement and, in addition to any other remedies available under such policy and applicable law, government regulation or stock exchange listing requirement, may require the forfeiture and cancelation of outstanding awards and the recoupment of any gains realized with respect to any awards. The Board may impose any such clawback, recovery, or recoupment provisions in an award agreement as the Board determines necessary or appropriate.
39

TABLE OF CONTENTS

Change in Control. In connection with a Change in Control as defined under the 2015 Equity Incentive Plan, the Board may (1) make provision for continuation of the award, assumption of the award by the acquiring entity or by substitution of the award on an equitable basis for the shares subject to the award, (2) accelerate vesting of an award, or (3) exchange of the award for the right to participate in an equity or benefit plan of any successor corporation.
Acceleration. The Board may at any time provide that any stock options shall become immediately exercisable in full or in part, that any restricted stock awards shall be free of some or all restrictions, or that any other stock-based awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that such action may cause application of Section 280G and Section 4999 of the Internal Revenue Code of 1983, as amended (the “Code”) or disqualify all or part of an incentive stock option award.
Recapitalization. In the event of certain corporate transactions or changes in corporate capitalization, the Board or the Compensation Committee will make appropriate and proportionate adjustments to the terms of the 2015 Equity Incentive Plan (e.g., the maximum number of shares available and individual limits) and outstanding awards.
Tax Withholding. The issuance of common stock in satisfaction of an award under the 2015 Equity Incentive Plan is conditioned on the participant having made arrangements for the satisfaction of tax withholding obligations, which a participant may satisfy, by making a cash payment or authorizing withholding from the participant’s compensation, and subject to prior approval of the Company by (i) causing the Company to withhold shares of common stock from the payment of an award or (ii) by delivering to the Company shares of common stock already held by the participant.
Transferability. Awards granted under the 2015 Equity Incentive Plan generally may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the participant, shall be exercisable only by the participant, except as the Board may otherwise provide.
Amendment/Termination. The Board has broad authority to amend, suspend or terminate the 2015 Equity Incentive Plan, except where stockholder approval is required (i) by the rules of any securities exchange or inter-dealer quotation system on which the Company’s common stock is listed or traded or (ii) in order to continue to comply with applicable provisions of the Code and any regulations promulgated thereunder. Amendments may not materially adversely affect participants without the consent of the affected participants.
Certain Federal Income Tax Consequences
The following discussion of the U.S. federal income tax consequences of awards under the 2015 Equity Incentive Plan is based on present federal tax laws and regulations and does not purport to be complete. Foreign, other federal, state and local taxes not described below may also apply.
Incentive Stock Options. If a stock option is an ISO, the employee does not realize income upon grant or exercise of the ISO, and no deduction is available to the company at such times, but the difference between the value of the shares of stock purchased on the exercise date and the exercise price paid is an item of tax preference for purposes of determining the employee’s alternative minimum tax. If the shares of stock purchased upon the exercise of an ISO are held by the employee for at least two years from the date of the grant and for at least one year after exercise, any resulting gain is taxed at long-term capital gains rates.
If the shares are disposed of before the expiration of that period, any gain on the disposition, up to the difference between the fair market value of the shares at the time of exercise and the exercise price of the ISO, is taxed at ordinary rates as compensation paid to the employee, and the company is entitled to a deduction for an equivalent amount. Any additional gain recognized from the disposition in excess of the fair market value of the shares at the time of exercise is treated as short- or long-term capital gain depending on how long the shares have been held.
Non-Qualified Stock Options. If a stock option is a NQSO, the participant does not realize income at the time of grant of the NQSO, and no deduction is available to the Company at such time. At the time of exercise, ordinary income is realized by the participant in an amount equal to the difference between the exercise price and the fair market value of the shares of stock on the exercise date, and the Company is entitled to a deduction
40

TABLE OF CONTENTS

for such amount. Upon disposition, any appreciation or depreciation of the shares after the date of exercise will be treated as short- or long-term capital gain or loss depending on how long the shares have been held.
Stock Awards. Upon the grant of an award of restricted shares of stock, no income is realized by the participant (unless the participant makes an election under Section 83(b) of the Code), and the company is not allowed a deduction at that time. When the restricted shares vest, the participant realizes ordinary income in an amount equal to the fair market value of the restricted shares at the time of vesting, and, subject to the limitations of Section 162(m) of the Code, the company is entitled to a corresponding deduction at such time. Upon disposition, any appreciation or depreciation of the shares after the time of vesting will be treated as short- or long-term capital gain or loss depending on how long the shares have been held.
If a participant makes a timely election under Section 83(b) of the Code, then the participant recognizes ordinary income in an amount equal to the fair market value of the restricted shares at the time of grant (instead of the time of vesting), and, subject to the limitations of Section 162(m) of the Code, the company is entitled to a corresponding deduction at such time. Upon disposition, any appreciation or depreciation of the shares after the time of grant will be treated as short- or long-term capital gain or loss depending on how long the shares have been held.
Restricted Stock Units. The grant of a restricted stock unit will not result in taxable income to the participant. Provided that the grant sets forth the time and form of payment (as required under Section 409A of the Internal Revenue Code), at the time the restricted stock unit award is paid to the participant in the form of shares of Company stock, the participant will recognize ordinary income equal to the then-current fair market value of the Company stock) and the Company will be entitled to a corresponding tax deduction. Gains and losses realized by the participant upon disposition of any shares received upon payment of a stock-settled restricted stock unit will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of payment.
New Plan Benefits
We cannot determine the benefits or amounts that participants will receive and/or the number of shares of our common stock that will be granted under the 2015 Equity Incentive Plan because the Compensation Committee, in its discretion, will determine the amount and form of grants to eligible participants in any year. As of April 11, 2022, the closing price of a share of our common stock was $36.57.
Historical Plan Benefits
The following table sets forth, for each of the individuals and groups indicated, the total number of shares of our common stock subject to awards that have been granted under the 2015 Equity Incentive Plan since it originally became effective through of April 11, 2022.
Name and Position(1)
​​
Number of shares subject to awards
Keith E. Pascal
​​
2,091
Douglas G. Rauch
​​
16,022
Cynthia A. Russo
​​
27,744
Narinder Singh
​​
1,851
James C. Stoffel
​​
16,022
Savneet Singh, Chief Executive Officer and President of the Company and President of ParTech, Inc.
​​
1,088,815
Bryan A. Menar, Chief Financial Officer and Vice President of the Company
​​
74,849
Matthew R. Cicchinelli, Former President of PAR Government and Rome Research Corporation
​​
53,992
Raju Malhotra, Chief Product and Technology Officer of the Company
​​
40,701
Michael D. Nelson, President of PAR Government and Rome Research Corporation
​​
1,695
All current executive officers as a group (5 persons)
​​
1,268,858
All current non-employee directors as a group (5 persons)
​​
63,730
All employees, including all current officers who are not executive officers, as a group
​​
578,255
(1)
No awards have been granted under the 2015 Equity Incentive Plan to any associate of any of our directors (including director nominees) or executive officers, and no person received 5% or more of the total awards granted under the 2015 Equity Incentive Plan since its inception.
41

TABLE OF CONTENTS

Board Recommendation
Approval of this proposal requires the affirmative vote of a majority of the votes cast and entitled to vote on this proposal.
The Board of Directors recommends a vote “FOR” the approval of the amendment to the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan.
42

TABLE OF CONTENTS

PROPOSAL 4 – RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AS OUR INDEPENDENT AUDITORS
The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent auditor for its fiscal year ending December 31, 2022. Deloitte served as the Company’s independent auditor for its fiscal year ended December 31, 2021.
Ratification of the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of votes cast and entitled to vote on this proposal. If the appointment is not ratified, the Audit Committee will consider whether it should select another independent auditor.
The Board of Directors recommends a vote “For” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022.
43

TABLE OF CONTENTS

PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees billed to the Company for professional services rendered by BDO USA, LLP during the fiscal years ended December 31, 20152021 and December 31, 2014.

   BDO USA, LLP 
 Type of Fees 2015  2014 
 Audit Fees $581,000  $419,000 
 Audit-Related Fees  0   0 
 Tax Fees  0   0 
 All Other Fees  0   29,000 
 Total: $581,000  $448,000 

In accordance with the SEC’s rules and definitions, the categories of fees in the above table are defined as follows:

Audit Fees are fees for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided2020 by the auditor in connection with statutory and regulatory filings or engagements.Deloitte & Touche LLP.
 
​​
Fiscal Year Ended
Type of Fees
​​
2021
​​
2020
Audit Fees(1)
​​
$1,541,624
​​
$1,081,000
Audit-Related Fees
​​
—
​​
—
Tax Fees
​​
—
​​
—
All Other Fees
​​
—
​​
—
Total:
​​
$1,541,624
​​
1,081,000

(1)
Audit Fees are fees for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements. For the fiscal years ended December 31, 2021 and December 31, 2020, respectively, this included fees related to comfort letters and consents issued for certain registration statements.
Audit-Related Fees are fees related to the performance of the audit or review of the financial statements and not reported within the audit fees above.

Tax Fees are fees for professional services for federal, state and international tax compliance, tax advice and tax planning.

All Other Fees are for any services not included in the first three categories and principally include services for risk management and corporate governance.

Consistent with SEC policies regarding auditor independence, theThe Audit Committee has established a policy to pre-approve all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the Company’s independent registered public accounting firm.auditors. As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by Deloitte were pre-approved by the independent registered public accounting firm were pre-approved.  The Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of the Company’s independent registered public accounting firm.Committee.
The Audit Committee has selected BDO USA, LLP to serve as the Company’s independent principal accountant for the current year.  One or more representatives of BDODeloitte are expected to be in attendance atattend the meeting,Annual Meeting, where they will have the opportunity to make a statement, if they so desire, and be available to answer appropriate questions.
44
SECURITY OWNERSHIP

TABLE OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CONTENTS


The following table sets forth certainprovides information regarding the ownershipabout compensation plans under which shares of the Company's Common Stockour common stock are authorized for issuance as of February 29, 2016, by each Director, each of the Named Executive Officers, all Directors and Executive Officers as a group and certain other principal beneficial holders.  Under SEC regulation, “beneficial ownership” is defined as sole or shared voting or dispositive power over the Company’s Common Stock.December 31, 2021.

EQUITY COMPENSATION PLAN INFORMATION
 
Name of Beneficial Owner or Group (1)
Amount and Nature of
Beneficial Ownership (2)
Percent of Class(3)
 Dr. John W. Sammon
4,622,081 (4)
29.55%
 Karen E. Sammon
665,669 (5)
4.26%
 Ronald J. Casciano
221,866 (6)
1.42%
 Dr. Donald H. Foley26,079*
 Paul D. Eurek
15,713 (7)
*
 Todd E. Tyler
15,713 (7)
*
 Cynthia A. Russo
8,538 (7)
*
 Matthew R. Cicchinelli
6,892 (8)
*
 
All Directors and Executive Officers as a Group (10 persons) (9)
5,605,45735.83%
 
Other Principal Beneficial Owners
  
 Deanna D. Sammon
2,092,596 (10) **
13.38%
 
J.W. Sammon Corp.
408 Lomond Place, Utica, NY 13502
and
Sammon Family Limited Partnership
408 Lomond Place, Utica, NY  13502
2,062,096 (11)**
13.18%
 
Eliot Rose Asset Management, LLC and
Gary S. Siperstein
1000 Chapel View Blvd., Suite 240
Cranston, RI  02920
1,606,915 (12)
10.27%
 
Edward W. Wedbush
P.O. Box 30014
Los Angeles, CA  90030-0014
868,114 (13)
5.55%
Plan Category
​​
Shares of common stock
to be issued
upon exercise of
outstanding options,
warrants and rights
​​
Weighted-Average
exercise price of
outstanding options,
warrants and rights
​​
Shares of common
stock available for
future issuance under
equity compensation
plans (excluding
shares reflected in
column (a))
 
​​
(a)
​​
(b)
​​
(c)
Equity compensation plans approved by the Company’s stockholders(1)
​​
1,750,816
​​
$17.44
​​
963,756
Equity compensation plans not approved by the Company’s stockholders
​​
—
​​
—
​​
—
Total(2)
​​
1,750,816
​​
$17.44
​​
963,756
*Represents less than 1%
**These shares are reported in the manner required by Item 403 of Regulation S-K.  For clarity, it is noted that 2,062,096 of these shares are included in the total beneficial ownership holdings of Dr. John W. Sammon as set forth in the table.

(1)
Except as otherwise noted,Reflects 330,000 shares available for issuance under the address for each beneficial owner listed above is c/o PAR Technology Corporation 2021 Employee Stock Purchase Plan and 633,756 shares available for issuance under the 2015 Equity Incentive Plan (column (c)), and includes 26,851 shares available for issuance under PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991.Corporation 2005 Equity Incentive Plan, which expired in December 2015, but outstanding awards remain (column (a)).

(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 15,644,089 shares of Common Stock, which is the number of the Company’s shares of Common Stock outstanding as of February 29, 2016, and the number of options held by the named beneficial owners, if any, that become exercisable within 60 days thereafter.

(4)Includes 100 shares held jointly with Dr. Sammon’s wife, Deanna D. Sammon, and 2,062,096 shares held by the Sammon Family Limited Partnership, for which Dr. Sammon possesses shared voting and dispositive power.  The figuretable does not include 30,40019,762 shares beneficially ownedissuable upon the vesting of restricted stock units issued by Mrs. Sammonthe Company in which beneficial ownership is disclaimedconnection with its assumption of awards in the AccSys, LLC acquisition in December 2019, and 459,319 shares issuable upon exercise of outstanding options that were assumed by Dr. Sammon.the Company in connection with the acquisition of Punchh in April 2021 (which have a weighted-average exercise price of $8.06).
45

TABLE OF CONTENTS

2023 ANNUAL MEETING
Stockholder Proposals
Stockholders may submit proposals to be considered for inclusion in our proxy materials for the 2023 annual meeting. For a stockholder proposal to be considered, the Corporate Secretary must receive the written proposal no later than 120 days prior to the one-year anniversary of the date of this proxy statement, or by December 21, 2022. Such proposal also must comply with Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413-4991.
Stockholder Nominations of Directors and Other Annual Meeting Business
Our bylaws permit stockholders to nominate directors and to bring other items of business before an annual meeting of stockholders. To nominate a director or to bring other items of business before the 2023 annual meeting, a stockholder must provide notice of the nomination or other items of business to the Corporate Secretary not more than 90 days nor less than 60 days before the 2023 annual meeting. However, in the event the Company provides less than 70 days’ notice or prior public disclosure of the date of the 2023 annual meeting, a stockholder’s notice must be received not later than the close of business on the 10th day following the date on which the Company gives such notice or makes prior public disclosure. Based on an assumed annual meeting date of June 2, 2023, the deadline for stockholders to provide notice of director nominations and/or other items of business will be no earlier than March 4, 2023, and no later than April 3, 2023. In addition, a stockholder who intends to solicit proxies in support of a director nominee, must provide the notice required under Rule 14a-19 of the Exchange Act to the Corporate Secretary no later than April 4, 2023. Notices should be addressed to: Corporate Secretary, PAR Technology Corporation, 8383 Seneca Turnpike, New Hartford, New York 13413-4991.
(5)
Includes 54,000 shares Ms. Sammon has or will have the right to purchase as of April 29, 2016 pursuant to stock options issued under the Company’s equity incentive plans, 2,334 unvested performance based restricted stock awards and 700 unvested time based restricted stock awards.

(6)​Includes 95,000 shares Mr. Casciano has or will have the right to purchase as of April 29, 2016 pursuant to stock options issued under the Company’s equity incentive plans, 1,200 unvested time based restricted stock awards, 48,600 shares held jointly with his spouse, Anna Casciano and 43,000 shares pledged as security.

(7)​Includes 8,538 unvested time based restricted stock award.

(8)Includes 1,333 shares which Mr. Cicchinelli has or will have the right to acquire as of April 29, 2016 pursuant to the Company's stock option plans 1,067 unvested performance based restricted stock awards, and 334 unvested time based restricted stock awards.

(9)This table includes security ownership for those persons serving in the capacity of Director and/or Executive Officer on April 8, 2016, the date this Proxy Statement is first expected to be made available to shareholders.

(10)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on April 6, 2016, by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership (“the Partnership”).  Amount includes 30,400 shares for which Mrs. Sammon holds sole voting and dispositive power, 2,062,096 shares held by the Partnership for which Mrs. Sammon possesses shared voting and dispositive power and 100 shares held jointly with her husband, Dr. John W. Sammon.  Excludes 2,559,885 owned by Mrs. Sammon’s spouse, Dr. John W. Sammon, as to which she disclaims beneficial ownership.  It is noted that 2,062,196 of these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon.

(11)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on April 6, 2016, by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp (“JWSC”), and Sammon Family Limited Partnership (the “Partnership”).  A total of 2,062,096 shares are held by the Partnership.  JWSC is general partner of the Partnership.  Dr. Sammon and his spouse, Deanna D. Sammon are the sole owners of JWSC.  The Partnership and JWSC, as general partner of the Partnership, each possess sole voting and dispositive power over the shares.  Dr. and Mrs. Sammon are the sole owners of JWSC and, as such, hold shared voting and dispositive power over the shares.  As a result, the Partnership, JWSC, John W. Sammon and Deanna D. Sammon are each deemed to be beneficial owners of the 2,062,096 shares held by the Partnership.  It is noted that these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon.

(12)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on March 4, 2016 by Eliot Rose Asset Management, LLC and Gary S. Siperstein.  Eliot Rose Asset Management, LLC (“ERAM”) and Gary S. Siperstein each report sole voting and dispositive power of 1,606,915 shares and no shared voting or shared dispositive power.  The reporting parties indicate that ERAM is deemed to be the beneficial owner of 1,606,915 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons.  Each person for whom ERAM acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements.  Gary S. Siperstein is deemed to be the beneficial owner of 1,606,915 shares pursuant to his ownership interest in ERAM.

(13)Information related to this shareholder was obtained from Schedule 13G/A filed with the SEC on February 17, 2015 by Edward W. Wedbush, Wedbush, Inc., and Wedbush Securities, Inc.  Edward W. Wedbush reports he possesses sole voting and dispositive power of 286,416 shares, shared voting power of 756,372 shares and shared dispositive power of 868,114 shares.  Mr. Wedbush reports he is ChairmanBy Order of the Board and possesses approximately 50% ownership of the issued and outstanding shares of Wedbush, Inc. Wedbush, Inc. reports sole voting and dispositive power of 365,471 shares and shared voting and dispositive power of 469,956 shares.  Wedbush Inc. is the sole shareholder of Wedbush Securities, Inc.  Mr. Wedbush is President of Wedbush Securities, Inc. which reports sole voting and dispositive power of 47,703 shares, shared voting power of 469,956 shares and shared dispositive power of 581,698.  The reporting parties indicate in their filing that the inter-relationship of the parties should not be construed as an admission of beneficial ownership by Mr. Wedbush of the securities held or controlled by Wedbush, Inc. or Wedbush Securities Inc.Directors,
​​
​​

​​
Cathy A. King
​​
Corporate Secretary
April 20, 2022
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including financial statements thereto but not including exhibits, as filed with the SEC on March 1, 2022, is available without charge upon written request to: PAR Technology Corporation, Attn: Investor Relations, 8383 Seneca Turnpike, New Hartford, New York 13413.
1546
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

TABLE OF CONTENTS

APPENDIX A

AMENDED AND RESTATED
PAR TECHNOLOGY CORPORATION
2015 EQUITY INCENTIVE PLAN
1 Purpose and Eligibility. The purpose of this Amended and Restated 2015 Equity Incentive Plan (the “Plan”) of PAR Technology Corporation, a Delaware corporation (the “Company”) is to provide stock options, stock issuances and other equity interests in the Company (each, an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries. Any person to whom an Award has been granted under the Plan is called a “Participant”. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future Subsidiary. Additional definitions are contained in Section 16(a)10.
2. Administration.
a. Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards. The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the respective Award Agreements (defined below), Awards and the Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, (iii) to determine the terms and conditions of the Awards, and (iv) to make all other determinations or certifications and take such other actions that, in the judgment of the Board, are necessary or desirable for the administration and interpretation of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem expedient to carry-out the Plan or to effectuate any Award and it shall be the sole and final judge of such expediency. All decisions by the Board shall be final and binding on all interested persons. A Participant or other holder of an Award may contest a decision or action by the Board or other person exercising authority under the Plan only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the Board’s or such other person’s decision or action was arbitrary or capricious or was unlawful.
b. Appointment of Committee. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to the Compensation Committee of the Board (the “Committee”). All references in the Plan to the “Board” shall include the Committee to the extent that some or all of such powers have been delegated to the Committee.
c. Delegation to Executive Officers. To the extent permitted by applicable law, the Board or Committee may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board or Committee may determine, provided that the Board or Committee shall fix the maximum number of Awards to be granted and the maximum number of shares of Common Stock issuable to any one Participant pursuant to Awards granted by such executive officers, and shall provide that no authorized executive officer may designate himself or herself or any Reporting Person (as defined below) as a recipient of any Award. Any actions taken by any executive officer of the Company pursuant to such delegation of authority shall be deemed to have been taken by the Board or the Committee, as applicable.
d. Applicability of Section Rule 16b-3. The Plan shall be administered in a manner consistent with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, requires the Company's executive officers and Directors, and persons who own more than 10% of a registered classas amended (the “Exchange Act”), or any successor rules (“Rule 16b-3”), such that all Awards to Reporting Persons shall be exempt under such rule. Those provisions of the Company's equity securities,Plan that make express reference to Rule 16b-3 or are required in order for certain transactions to qualify for exemption under Rule 16b-3 shall apply only to such persons as are required to file reports under Section 16(a) of ownershipthe Exchange Act (a “Reporting Person”).
e. Applicability of Section 162 (m). Any provisions in the Plan to the contrary notwithstanding, whenever the Board is authorized to exercise its discretion in the administration or amendment of the Plan or any Award hereunder or otherwise, the Board may not exercise such discretion in a manner that would cause any outstanding Award that would otherwise qualify as performance-based compensation under Section 162(m) of the Code to fail to so qualify under Section 162(m).
A-1

TABLE OF CONTENTS

3. Stock Available for Awards.
a. Number of Shares. Subject to adjustment under Section 3(d), the aggregate number of shares of Common Stock that may be issued under the Plan is 4,450,000; 100% of such shares of Common Stock may be issued as Incentive Stock Options. If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Shares to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Common Stock or treasury stock.
b. Per-Participant Limit. Subject to adjustment under Section 3(d), no Participant may be granted Awards during any one fiscal year to purchase more than the number of shares of Common Stock that are authorized for issuance under the Plan.
c. Outside Director Awards. The aggregate dollar value of Awards (based on the grant date Fair Market Value of any such Awards) granted under the Plan during any calendar year to any non-employee director of the Board (each an “Outside Director”) shall not exceed $200,000; provided, however, that in the calendar year in which an Outside Director first joins the Board or is first designated as an Outside Director, the aggregate dollar value of Awards granted to the Outside Director may be up to 200% of the foregoing limit.
d. Adjustment to Stock. Subject to Section 7, in the event of a Capitalization Adjustment, the Board or Committee will appropriately and changes in ownership withproportionately adjust (i) the SECnumber and class(es) of Stock available for Awards under the Plan and the NYSE.  Such persons are requiredper-Participant share limit; (ii) the class(es) and maximum number of shares of Stock that may be issued pursuant to the exercise of Incentive Stock Options; and (iii) the class(es) and number of shares of Stock or other property and value (including the price per share of Stock) subject to outstanding Awards. The Board or Committee will make such adjustments, and its determination will be final, binding and conclusive.
e. Substitute Awards. To the maximum extent permitted by SEC regulations to furnish the Company with copies of all such filings.  Based solely on its review of the copies of such reports receivedapplicable law and any securities exchange or NYSE rule, Awards granted or Stock issued by the Company and written representations from reporting persons,in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company believesor any Subsidiary, or with which the Company or any Subsidiary combines (“Substitute Awards”) shall not be charged against the limitation provided for in Section 3(a). The terms and conditions of the Substitute Awards may vary from the terms and conditions set forth in the Plan to the extent the Board or Committee may deem appropriate to conform, in whole or in part, to the provisions of the awards being assumed, substituted or exchanged. Additionally, in the event that during 2015 all reportsa company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by the acquired company’s stockholders and not adopted in contemplation of such acquisition or combination, such shares (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of the same class of shares of the company party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Stock authorized for issuance under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were employees of such acquired or combined company before such acquisition or combination or to any employee who first commences employment with the Company or any Subsidiary after such acquisition or combination.
4. Stock Options.
a. General. The Board or Committee may grant options to purchase shares of Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the shares of Common Stock issued upon the exercise of each Option, including, but not limited to, vesting provisions, and restrictions relating to applicable federal or state securities laws. Each Option will be evidenced by a Stock Option Agreement (a “Stock Option Agreement”).
A-2

TABLE OF CONTENTS

b. Incentive Stock Options. An Option that the Board or Committee intends to be an incentive stock option (an “Incentive Stock Option”) as defined in Section 422 of the Code (“Section 422”) shall be granted only to an employee of the Company or a Subsidiary and shall be subject to and shall be construed consistently with the requirements of Section 422 and regulations thereunder. Neither the Board, Committee nor the Company shall have any liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option” or “Non-Qualified Stock Option”.
c. Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to qualify as Incentive Stock Options shall not qualify as Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the Company’s executive officers and Directors that were requiredfirst time in any one calendar year for shares of Common Stock with an aggregate Fair Market Value (determined as of the respective date or dates of grant) of more than $100,000. The amount of Incentive Stock Options which exceed such $100,000 limitation shall be deemed to be filed under Non-Qualified Stock Options. For the purpose of this limitation, unless otherwise required by the Code or determined by the Board or Committee, Options shall be taken into account in the order granted, and the Board or Committee may designate that portion of any Incentive Stock Option that shall be treated as a Non-Qualified Stock Option in the event that the provisions of this paragraph apply to a portion of any Option. The designation described in the preceding sentence may be made at such time as the Board or Committee considers appropriate, including after the issuance of the Option or at the time of its exercise.
d. Exercise Price. The Board or Committee shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify the exercise price in the applicable Stock Option Agreement, provided, however, in no event may the per share exercise price be less than the Fair Market Value (as defined below) of the Common Stock on the date of grant. In the case of an Incentive Stock Option granted to a Participant who, on the date of grant, owns Common Stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company, the exercise price shall be not less than 110% of the Fair Market Value of the Common Stock on the date of grant.
e. Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board or Committee may specify in the applicable Stock Option Agreement, but no Option will be exercisable more than ten (10) years from the date of grant; provided, in the case of an Incentive Stock Option granted to a Participant who, on the date of grant, owns Common Stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company, the term of the Option shall be no longer than five (5) years from the date of grant.
f. Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 16(a) were filed4(g) and the Stock Option Agreement for the number of shares of Common Stock for which the Option is exercised.
g. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment as permitted by the Board or Committee in its sole and absolute discretion:
i. by cash or check payable to the order of the Company;
ii. only if the Common Stock is then publicly traded, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;
iii. by the delivery of shares of Common Stock owned by the Participant having a Fair Market Value on the date of exercise equal to the exercise price;
iv. by the surrender of shares of Common Stock issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the exercise price; or
v. payment of such other lawful consideration as the Board may determine.
A-3

TABLE OF CONTENTS

The Board or Committee shall determine in its sole and absolute discretion and subject to the securities laws and the Company’s insider trading policy whether to accept consideration other than cash.
h. Determination of Fair Market Value. For purposes of the Plan, “Fair Market Value” will be determined as follows: (i) if the Common Stock trades on a timely basis exceptnational securities exchange, the closing sale price (for the primary trading session) for a share of Common Stock on the date of grant; or (ii) if the Company Stock does not trade on any such exchange, the average of the closing bid and asked prices for a share of Common Stock on the date of grant as reported by an over-the-counter marketplace designated by the Board; or (iii) if the Common Stock is not publicly traded, the Board will determine the Fair Market Value of a share of Common Stock for purposes of the Plan using any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals). For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as applicable, for the following:immediately preceding trading day and with the timing formulas specified in clauses (i) and (ii) above adjusted accordingly. The Board has sole discretion to determine the Fair Market Value of a Form 3share of Common Stock for purposes of the Plan, and all Awards are conditioned on the Participants’ agreement that the Board’s determination is conclusive and binding even though others might make a different determination.
i. No Repricing of Options or Stock Appreciation Rights (“SAR”). Unless otherwise approved by the Company’s stockholders, the Board or the Committee may not “reprice” any Option or SAR. For purposes of this Section 4(i) , “reprice” means any of the following or any other action that has the same effect: (i) amending an Option or SAR to reduce its exercise price or base price, (ii) canceling an Option or SAR at a time when its exercise price or base price exceeds the Fair Market Value of a share of Common Stock in connectionexchange for cash or an Option, SAR, or other equity award or (iii) taking any other action that is treated as a repricing under GAAP, provided that nothing in this Section 4(i) shall prevent the initial holdingsBoard or the Committee from making adjustments pursuant to Section 3(d).
5. Restricted Stock.
a. Grants. The Board or Committee may grant Awards entitling recipients to acquire shares of Common Stock subject to such terms and conditions as shall be established by the Board or Committee consistent with the Plan (each, a “Restricted Stock Award”). Each Restricted Stock Award will be evidenced by a Restricted Stock Award Agreement (a “Restricted Stock Award Agreement”).
Mr. Cicchinelli was filed lateb. Terms and Conditions; Stock Certificates. The Board or Committee shall determine the terms and conditions of any Restricted Stock Award. Any stock certificates issued in respect of shares of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board or Committee, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). After the expiration of the applicable restrictions, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board or Committee, by a Participant to receive amounts due solelyor exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.
6. Other Stock-Based Awards. The Board or Committee shall have the right to administrative errorgrant other Awards based upon the Common Stock having such terms and conditions as the Board or Committee may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of SARs, phantom stock awards or stock units; provided, however, that any such grant that would be subject to Section 409A of the Code, shall in all respects be compliant with Section 409A.
7. General Provisions Applicable to Awards.
a. Transferability of Awards. Except as the Board or Committee may otherwise determine or provide in an Award or Award Agreement, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution; and, during the life of the Participant, shall only be exercisable by the Participant; provided, however, except as the Board or Committee may otherwise determine or provide in an Award or Award Agreement, Non-Statutory Options and Restricted Stock Awards may be transferred during the
A-4

TABLE OF CONTENTS

Participant’s lifetime pursuant to a domestic relations order (as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by all provisions of the Award Agreement, which are applicable to the Participant. References to a Participant, to the extent relevant in the context, shall include references to transferees authorized by this paragraph.
b. Documentation. Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as executed by a duly authorized officer of the Company pursuant to authority delegated by the Board or Committee (including a Stock Option Agreement and Restricted Stock Award Agreement, an “Award Agreement”). Each Award may contain terms and conditions in addition to those set forth in the Plan, provided that such terms and conditions do not contravene the provisions of the Plan or applicable law.
c. Discretion. The terms of each type of Award need not be identical, and the Board or Committee need not treat Participants uniformly.
d. Change of Control of the Company. Unless otherwise expressly provided in the applicable Award or Award Agreement, in connection with the engagementoccurrence of a new filing serviceChange in Control (as defined below), the Board or Committee shall, in its sole discretion, as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board or Committee shall specify), take one or any combination of the following actions:
(i) make appropriate provision for the continuation of the Award by the Company or the assumption of the Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares of Common Stock then subject to the Award either (x) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation or (z) such other securities as the Board or Committee deems appropriate, the Fair Market Value of which (as determined by the Board in its sole discretion) shall not materially differ from the Fair Market Value of the shares of Common Stock subject to the Award immediately preceding the Change of Control;
(ii) accelerate the date of exercise or vesting of the Award; or
(iii) permit the exchange of the Award for the right to participate in any stock option or other employee benefit plan of any successor corporation.
For the purpose of this Agreement, a “Change of Control” shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the Company (the “Outstanding Voting Stock”); provided, however, that any acquisition by the Company or its Subsidiaries, or any employee benefit plan (or related trust) of the Company or its Subsidiaries of 50% or more of Outstanding Voting Stock shall not constitute a Change in Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership immediately prior to such acquisition, of the Outstanding Voting Stock, shall not constitute a Change in Control; or
(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the members of the Board; provided that any individual who becomes a director after the Effective Date whose election or nomination for election by the Company’s stockholders was approved by a majority of the members of the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act), “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or a proposed Merger (as defined below) shall be deemed to be members of the Incumbent Directors; or
A-5

TABLE OF CONTENTS

(iii) The consummation of  (A) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from Merger in substantially the same proportion as their ownership immediately prior to such Merger, (B) a complete liquidation or dissolution of the Company or (C) the sale or other disposition of all or substantially all of the assets of the Company, excluding a sale or other disposition of assets to a Subsidiary.
e. Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Board or Committee shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Board or Committee in its sole discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days (or such other time determined by the Board) prior to such transaction as to all of the shares of Common Stock covered by the Option or Award, including shares as to which the Option or Award would not otherwise be exercisable, which exercise may in the sole discretion of the Board, be made subject to and conditioned upon the consummation of such proposed transaction. In addition, the Board may provide that any Company repurchase option applicable to any shares of Common Stock purchased upon exercise of an Option or Award shall lapse as to all such shares of Common Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised or settled or shares of Common Stock have not previously been issued, an Award will terminate upon the consummation of such proposed action.
f. Parachute Payments and Parachute Awards. Notwithstanding any other provision of the Plan (including Section 7(d) ) or the terms of any Award Agreement, if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code, if applicable), then the number of Awards which shall become exercisable, realizable or vested as provided in the Award Agreement and other provisions of the Plan without regard to this Section 7(f) (the “Parachute Awards”) shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant; provided, however, that if the after-tax value of the Parachute Awards (including taking into consideration any tax under Section 4999 of the Code) would exceed the after-tax value of the Parachute Awards after taking into consideration such potential reduction or delay, then the Awards shall become immediately exercisable, realizable and vested in accordance with the terms of the Plan and the applicable Award Agreements without regard to the provisions of this sentence. All determinations required to be made under this Section 7(f) shall be made by the Company or a tax attorney or accountant selected by the Company.

DIRECTOR COMPENSATION

Directors who are employeesg. Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, are not separately compensated for serving on(ii) in the Board.opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.
h. Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a Change in Control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option.
i Clawback, Recovery and Recoupment. All directors are reimbursed for reasonable expenses incurredAwards shall be subject to clawback, recovery or recoupment in attending meetings.  For 2015,accordance with any compensation for non-management directors consistedclawback, recovery or recoupment policy adopted by the Board or otherwise required by applicable law, government regulation or stock exchange listing requirement and, in addition to any other remedies available under such policy and applicable law, government
A-6

TABLE OF CONTENTS

regulation or stock exchange listing requirement, may require the forfeiture and cancelation of a fixed annual cash retainer paidoutstanding Awards and the recoupment of any gains realized with respect to Directors (with no additional attendance fee for attendanceany Awards. The Board may impose any such clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate.
8. Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of shares of Common Stock covered by an Award. The Company shall have the right to deduct or withhold from payments of any kind otherwise due to the Participant any federal, state, local or other income and employment taxes of any kind required by law to be withheld with respect to any shares of Common Stock covered by an Award. Subject to the prior approval of the Company, including without limitation, its determination that such withholding complies with applicable tax and securities laws, which may be withheld by the Company in its sole discretion, the Participant may elect to satisfy the tax obligations, in whole or in part, (a) by causing the Company to withhold or retain shares of Common Stock from the Award creating the tax obligation or (b) by delivering to the Company shares of Common Stock already owned by the Participant; provided that the shares withheld, retained or delivered shall be valued at Board and committee meetings), and for independent directors, an award of restricted stock with full vesting occurring on May 22, 2015, provided,their Fair Market Value as shall be determined by the Company as of the vesting date the independent director’s position hadamount of tax obligation is determined. A Participant who has made an election pursuant to this Section may only satisfy his or her tax obligation with shares of Common Stock which are not been vacatedsubject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. The delivery of shares of Common Stock may be delayed by reasonthe Company until the Participant has made arrangements for the satisfaction of resignation or removal for cause.  Under termssuch tax withholding obligations to the satisfaction of the grants, transferCompany.
9. Treatment of Award if Engagement or Employment Terminated for Cause. If the employment or engagement of any Participant is terminated “for Cause”, the Award may terminate, upon a determination of the Board or Company, on the date of such stock is prohibited whiletermination and the recipient servesAward shall thereupon be forfeited. For purposes of the Plan, “for Cause” shall be defined as a director exceptfollows: (a) if the Participant has executed an employment agreement, the definition of  “Cause” contained therein, if any, shall govern, or otherwise (b) conduct, as determined by the Board or Committee, involving one or more of the following: (i) gross misconduct; (ii) the commission of an act of embezzlement, fraud or theft, which results in economic loss, damage or injury to the extent necessary to provide reimbursement for taxes incurred as a resultCompany; (iii) the unauthorized use or disclosure of any trade secret or confidential information of the vestingCompany (or of any client, customer, supplier or other third party who has a business relationship with the Company) or the violation of any non-competition, non-disparagement or non-solicitation covenant or assignment of inventions obligation with the Company; (iv) the commission of an act which constitutes unfair competition with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; (v) the indictment of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such grants.  The grants also stipulateobligations; (vi) the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; (vii) the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause; or (viii) intentional violation of securities laws or the Company’s Insider Trading Policy. In the event of a conflict between “for Cause” as defined the Plan and any other agreement to which the Participant is otherwise subject, the terms that are enforceable and most protective of the Company shall govern. In making such determination, the Board or Committee shall act reasonably and fairly. The Board or Committee may in its discretion waive or modify the provisions of this Section with respect to any forfeiture triggeredindividual Participant with regard to the facts and circumstances of any particular situation involving a determination under this Section.
10. Miscellaneous.
a. Definitions.
(i) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the vacatingCompany through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of the independent Director and allow the grants to vest as scheduled.

The following table shows compensation information for the Company’s non-management Directors for fiscal 2015.
Director Compensation for Fiscal 2015

 
Name of Director
 
Fees Earned
or Paid in
Cash
($)
  
Stock
Awards
($)(1)
  
All Other
Compen-
sation ($)
  
Total
($)
 
Paul D. Eurek (2)
 $40,000  $39,830   --  $79,830 
Cynthia A. Russo (3)
 $22,500  $39,830   --  $62,330 
Dr. John W. Sammon (4)
 $65,000   --   --  $65,000 
Todd E. Tyler (5)
 $40,000  $39,830  $10,000
(6) 
 $89,830 
Former Director                
John S. Barsanti (7)
 $18,420   --   --  $18,420 
(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 8 of the Company’s 2015 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 30, 2016.  There can be no assurance that the grant date fair value amounts will be realized.  Directors Eurek, Russo and Tyler each received a grant for 8,538 restricted shares of the Company’s Common Stock on June 23, 2015, in exchange for payment of $.02 per share.  The grant date fair value of the aforementioned grants to each of the independent Directors was $4.685 per share.
A-7

(2)At December 31, 2015, Mr. Eurek had an aggregate of 15,173 restricted stock awards and no option awards outstanding.

(3)Joined the Board on May 28, 2015.  At December 31, 2015, Ms. Russo had an aggregate of 8,538 restricted stock awards and no option awards outstanding.

(4)At December 31, 2015, Dr. Sammon had no restricted stock awards and no option awards outstanding.

(5)At December 31, 2015, Mr. Tyler had an aggregate of 15,173 restricted stock awards and no option awards outstanding.

(6)Awarded by the Board in conjunction with the additional effort provided during the divestiture of hotel and spa technology business unit.

(7)Term expired on May 28, 2015.  The dollar amount includes the following prorated amounts: annual retainer of $40,000 and $5,000 for serving as Presiding Director and Chair of the Audit Committee. At December 31, 2015, Mr. Barsanti had an aggregate of 7,175 restricted stock awards and no option awards outstanding.

EXECUTIVE COMPENSATION

TABLE OF CONTENTS


The Company qualifies
change in corporate structure or other similar equity restructuring transaction, as a “smaller reporting company” as defined by Item 10(f)that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of Regulation S-K.  As such, the “Named Executive Officers” for the Company are limited to the Company’s principal executive officer and the two most highly compensated other executive officers who were serving as executive officers at the end of the Company’s last completed fiscal year.  The following narrative describes the Company’s compensation objectives, policies and elements of compensation for its executive officers, including its Named Executive Officers for 2015:  Ronald J. Casciano, Chief Executive Officer and President; Karen E. Sammon, President, ParTech, Inc.; and Matthew R. Cicchinelli., President of PAR Government Systems Corporation and Rome Research Corporation, wholly owned subsidiariesany convertible securities of the Company (“PAR Government”).  Specific discussion regarding the method used to determine compensation for these Named Executive Officers for the 2015 fiscal year is also provided which includes the material factors necessary for an understanding of the information provided in the Summary Compensation Table which follows.will not be treated as a Capitalization Adjustment.

Philosophy

The Company’s compensation philosophy regarding executive compensation is to structure programs that motivate executive officers to grow the Company’s revenues and profits, creating long-term value for shareholders.  To achieve this, compensation programs have been designed and implemented to (i) reward executive officers for operating performance and leadership, (ii) align their interests with shareholders, and
(iii) encourage executive officers to remain with the Company.

Objectives

The Company’s compensation program has three primary objectives:

·Values-Based:  our compensation program will reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality;
·Performance-Based:  the compensation program will motivate participants to achieve the Company’s overall performance goals as approved by the Board of Directors.  It will also incorporate the performance objectives of each of our employees, including executive officers;
·Aligned with Shareholders:  our programs will ensure alignment with management and shareholder interests.
Compensation Policy

Consistent with our philosophy, the Compensation Committee designs compensation programs for the Company’s executive officers in accordance with the following overriding policies:

·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.

In the view of the Compensation Committee, compensation paid to the executive officers in 2015, including the Named Executive Officers, was consistent with the above policies.  The primary responsibility of the Company’s Chief Executive Officer and its other executive officers is the enhancement of shareholder value through balancing the requirements of long-term growth with the achievement of short term performance.  The contribution an executive officer has made to achieve the Company’s short term strategic performance objectives as well as that executive officer’s anticipated contribution toward long term objectives provide the basis upon which the executive officer’s individual compensation awards are established.

Setting Compensation
In determining and assessing the appropriateness of the compensation for all executive officers, the Compensation Committee did not engage an independent compensation consultant but, instead, procured benchmark data from a third party survey.  This third party compensation survey was utilized by the Compensation Committee to evaluate the compensation levels of chief executive officers at companies of similar size and geographic location within the high technology sector.

Elements of Executive Compensation
To meet its compensation policy objectives, the Company compensates executive officers through a combination of Base Salary, incentive compensation (short-term), Equity Compensation, Deferred Compensation, and various benefits, including medical and 401(k) plans generally made available to all employees of the Company.

The determination of the Company’s executive officers’ compensation is solely within the purview of the Compensation Committee.  In deciding compensation programs for the Chief Executive Officer, the Compensation Committee considered the third party information, market trends and best practices.  The Compensation Committee also solicited and considered the self-assessment of each executive as to his or her performance against pre-established goals and objectives, as well as the executive’s involvement in the day to day operations of the relevant business unit.  For 2015, the Chief Executive Officer did not have any role in establishing his compensation other than his election to not receive a payout under the 2015 annual incentive compensation program discussed further below.

Base Salary.  In setting the annual base salary of the Chief Executive Officer and in reviewing and approving the annual base salaries of the other executive officers, the Compensation Committee considered the salaries of executives in similar positions, the level and scope of responsibility, experience and performance of the individual executive officers, the financial performance of the Company and other overall general economic factors.
The Compensation Committee utilized the benchmark data mentioned previously when reviewing annual base salaries.  An objective of the Compensation Committee was to approve the salary for each executive officer when compared with similar positions identified in the surveys, taking into account variables such as industry, company size, geographic location, and comparison of duties.  Consideration was also given to the individual performance of that executive officer, the performance of the organization over which the executive officer has responsibility, the performance of the Company and general economic conditions (with each factor being weighted as the Compensation Committee deemed appropriate).

Incentive Compensation.  The purpose of the Company’s annual incentive compensation program for its executive officers is to provide financial incentive for meeting and exceeding pre-established financial performance goals for the respective businesses under their control.  In general, the financial performance goals of the executive officers are approved by the Board.

The Compensation Committee made a change to the traditional program for 2015 for the Company’s corporate and Restaurant/Retail executives.  The Compensation Committee retained the 2014 program in 2015 for executives within the Government segment.  In 2015, incentive compensation payments to the Corporate executives were based 70% on the achievement of earnings before tax depreciation and amortization (EBITDA) goals by the Restaurant/Retail businesses within the Hospitality business segment and 30% on the achievement of Profit Before Tax goals by the Government business segment.  As such, the Named Executive Officers within Corporate could earn from 0% to 25% of base salary depending on the executive’s level and on actual financial performance compared to the goals established.  For Restaurant/Retail executives, the incentive metric was EBITDA and for PAR Government executives, the metric was Profit Before Tax.

For 2015, the incentive program for each of the Named Executive Officers was set as follows:

Annual Incentive Compensation Plan for Corporate – The incentive payment to Mr. Casciano was based 70% on the achievement of EBITDA goals by the Restaurant/Retail businesses within the Hospitality business segment and 30% on the achievement of Profit Before Tax goals by the Government business segment.  On target performance in 2015 would have resulted in an incentive payment to Mr. Casciano of $43,750, equal to 12.5% of his base salary.

Annual Incentive Compensation Plan for Restaurant/Retail executives. – The goal for Ms. Sammon’s plan was based on EBITDA performance.  A senior executive in this plan could earn between 5% up to a maximum of 20% of their base salary.  On target performance in 2015 would result in an incentive payment to Ms. Sammon of $24,750, equal to 9% of her base salary.

Annual Incentive Compensation Plan for PAR Government executives. – The incentive payment to
Mr. Cicchinelli was based on a goal of Profit Before Tax.  On target performance in 2015 would result in an incentive payment to Mr. Cicchinelli equal to 10% of base salary.  Mr. Cicchinelli could earn from 0% to 150% of the individual target established for the business depending on actual financial performance compared to the actual goals of the operating plan.

To the extent earned under this formula, cash payments were made following the completion of the Company’s yearly audit.  Based on the metrics described above, Mr. Casciano’s 2015 incentive compensation payment was calculated to be $53,594, representing 123% of target; and Ms. Sammon’s 2015 incentive compensation was calculated to be $27,500, representing 111% of target.  In light of the discovery of an unauthorized use of Company funds by the Company’s former CFO during 2015 and certain material weaknesses in the Company's internal controls (as disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 30, 2016), Mr. Casciano and Ms. Sammon declined receipt of their respective incentive compensation indicating their belief that, given their positions of chief executive in 2015 and 2016 respectively, such payment did not align with shareholder values.  Mr. Cicchinelli, as an executive officer for the Company’s Government business segment, was measured on the performance of that segment and received incentive compensation of $22,090, representing 137.5% of target, for 2015 performance.  In his previous position as VP, ISR Solutions, Mr. Cicchinelli also received commission payment in 2015 in the amount of $26,000 in connection with Government contracts.  He also received a special incentive of $15,000 for additional efforts during the transition of the previous President, PAR Government.
Equity Compensation.  Stock options granted under the 2005 Equity Incentive Plan or 2015 Equity Incentive Plan may be either Incentive Stock Options as defined by the Internal Revenue Code (“ISO’s”) or options which are not ISO’s (“Non-Qualified Stock Options”).  Options generally become exercisable no less than one year after their grant and expire 10 years after the date of the grant.  Option grants are discretionary and the amount of the grant reflects of the value of the recipient’s position, as well as the current performance and continuing contribution of that individual to the Company.

The Compensation Committee has recommended and the Board has approved Long Term Incentive (“LTI”) program equity awards to be made to Ms. Sammon in connection with her promotion to President and Chief Executive Officer, and to Mr. Cicchinelli in connection with his promotion to President, PAR Government.  These grants are anticipated to be made once the Company emerges from its current fiscal quarter-end trading quiet period.  The planned grant to Ms. Sammon will consist of 50,000 non-qualified stock options and 30,000 restricted performance shares.  Mr. Cicchinelli will be granted 20,000 restricted performance shares.  For these performance shares, the financial performance objectives shall be a series of annual Profit Before Tax targets, with 33% of performance shares vesting annually upon achievement of these targets for 2016, 2017 and 2018.

The terms and conditions of grants under the LTI program contain customary restrictions on transfer of shares, as well as non-solicitation and non-recruitment restrictions for one year following termination of employment.  The terms of grants also provide for the “claw back” (i.e. reversal of an award) of vested awards and any profits from exercise of options issued under the awards in the event vesting or profits are later determined by the Board to have resulted from materially inaccurate financial information. In the event of a change in control of company ownership or ownership of a business unit in which the executive is employed, and the executive is terminated without cause (“double-trigger”) the unvested shares granted under the LTI program would vest.

Benefits and Perquisites.  The Company provides partial payment for medical, dental and vision insurance, 401(k) plan with profit sharing and disability and life insurance benefits to its Named Executive Officers consistent with that offered generally to its employees.  In addition, Named Executive Officers are provided a limited number of perquisites, the primary purpose of which is to minimize distractions from the executives’ attention to important Company objectives.
PAR Technology Corporation Retirement Plan.  The Named Executive Officers are eligible to participate in the PAR Technology Corporation Retirement Plan (the “Retirement Plan”).  The Retirement Plan has a deferred profit-sharing component that covers substantially all the employees of the Company including the Named Executive Officers.  Contributions to the profit-sharing component of the Retirement Plan are made at the discretion of the Board.  There were no contributions to the Company’s profit-sharing program made during 2015.  The Retirement Plan also contains a 401(k) provision that allows employees to contribute a percentage of their salary, pre-tax, up to certain tax code limitations.  The Company matches the deferrals of all participants in the 401(k) portion of the Retirement Plan, including the Named Executive Officers. The match on such deferrals is 10% up to the 2015 and 2016 annual IRS limit of $18,000, excluding any deferrals in connection with the catch-up provision.
Deferred Compensation.  The Company sponsors a Non-Qualified Deferred Compensation Plan for a select group of highly compensated employees that includes the Named Executive Officers.  Participants may make voluntary deferrals of their salary and/or cash bonus to the plan in excess of tax code limitations that apply to the Company's Retirement Plan.  The Board also has the sole discretion to make Company contributions to the plan on behalf of employee participants, although it did not make any such employer contributions in 2015.
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 Table
The 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,
2015350,000----------11,814361,814
President and Treasurer, PAR
Technology Corporation
(retired)
2014350,000--58,334----7,08411,043426,461
          
Karen E. Sammon (8)
Former President, ParTech, Inc.
2015275,000----------1,290276,290
(Current President &
CEO, PAR Technology
Corporation)
2014275,000--75,091------1,242351,333
          
Matthew R. Cicchinelli (9)
President, PAR Government
2015161,846------22,090
---
48,197(10)
217,133
Systems Corporation and
Rome Research Corporation
2014146,807--20,7563,20222,079--
28,417(10)
236,261
         
Stephen P. Lynch (11)
Former President, PAR
2015227,452----76,224130,625
--
316,715 (12)
751,016
Government Systems
Corporation and
Rome Research Corporation
2014285,000 ----212,078--
14,418(13)
560,277
          
Robert P. Jerabeck(14)
Former Executive Vice
201595,769----------1,08196,850
President and Chief Operating
Officer, PAR Technology
Corporation
2014300,000--43,751------3,222346,973

(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$4.801/9/24

(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
NameGrant 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 holders932,509$5.14
1,000,000(*)
Equity compensation plans not approved by security holders000
Total932,509$5.141,000,000

(*)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,amended June 4, 2020 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 MATTERS

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.
28
Table of ContentsJune 3, 2022.
AVAILABLE INFORMATION
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/.
A-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.
Black - fixed, non-variable template text Blue - client-provided information Red - merge fields from proxy data file[[[/field /id="companyJogo" /optional="true"]]] Control Number: [[[/field /id=,,SingleContro!Number"]]3 To: [[[/field /id="Registration"]]] Your PAR Technology Corporation Proxy Statement and Form 10K are now available online and you may also vote your shares for the 2016 Annual Shareholder Meeting. To view the proxy statement, form 10K and annual report, please visit www.investorvote.com/PARTo cast your vote, please visit www.investorvote.com/PAR and follow the on-screen instructions. You will be prompted to enter the proxy voting details provided above in this email to access this voting site. Note that votes submitted through this site must be received by 3:00 a.m. on May 18, 2016. Thank you for viewing the 2016 PAR Technology Corporation Annual Meeting materials and for submitting your very important vote. REMEMBER, YOUR VOTE IS IMPORTANT, PLEASE VOTE. Please note: Registered shareholders may unsubscribe to email notifications at any time by changing their elections at www.computershare.com/investoi . Questions? For additional assistance regarding your account please visit http://www.computershare.com/ContactUs.Our virtual agent, Penny, provides answers to many frequently asked questions.Please do not reply to this email. This mailbox is not monitored and you will not receive a response. CERTAINTY INGENUITY ADVANTAGE Tins email and any files transmitted with it are solely intended for the use of Tins email and any files transmitted with it are solely intended for the use of the addi essee(s) end may contain information that is confidential and privileged- If you receive this email in error, please advise us immediately' Please also disregard the contents of the email, delete it and destroy any copies immediately. Computeishaie Limited and its subsidiaries do not accept liability for the views expressed in the email or for the consequences of any computer viruses th.it mfty be trftrti mined with this entail. This email is «»lso subject to copyright. No pan of it should be reproduced, adopted or transmitted without the written consent of the copyiight owner.
IMPORTANT ANNUAL MEETING INFORMATIONC 1234567890ENDORSEMENT. LINE „_ SACKPACK_ 00004 MR A SAMPLE DESIGNATION (IF ANY) ADD l ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet Go to www.jnvestorvote.com/PAROr scar the QR code with your smartphone Follow the steps outlined on the secure website Shareholder Meeting Notice (1234 5678 9012 345) Important Notice Regarding the Availability of Proxy Materials for the PAR Technology Corporation Shareholder Meeting to be Held on May 18,2016 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders' meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/PAR Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/PAR. Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials - If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 8,2016 to facilitate timely delivery. C O Y
Shareholder Meeting Notice The 2016 Annual Meeting of Shareholders for PAR Technology Corporation will be held at 10:00 AM, Local Time, on May 18,2016 at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 for the following purposes: Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations.Your Board of Directors recommends a vote "FOR" Proposals 1 and 2:To elect seven (7) Directors of the Company for a term of office to expire at the 2017 Annual Meeting of Shareholders;To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers.To transact such other business as may property come before the Meeting or any adjournments or postponements of the Meeting. PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the Here's how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Internet - Go to www.investorvote.com/PAR. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone - Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email - Send email to investorvote@computershare.com with "Proxy Materials PAR Technology Corporation" in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 8,2016. 02BZP
IMPORTANT ANNUAL MEETING INFORMATION Using a black Ink pen, mart your votes with an X as shown in this example Please do not write outside the designated areas. Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. Nominees for a temn of office Is expire at the 2017 Annual Meeting of Shareholders: For Withhold For Withhold 01 - Ronald J. Casciano 02 - Paul D. Eurek 03 - Dr John W Sammon 04-Todd E.Tyler 05 - Cynthia A. Russo 06 Karen E. Sammon 07 - Dr. Donald H. Foley For Against Abstain For Against Abstain 2. To obtain a non-binding advisory Officers. For Against Abstain vote regarding the compensation of the Company's Named Executive Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, admin strator. trustee or guardian, please give full title as such and if signing for a corporation please give your title. When shares are in Ihe name of more than one person, all should sign the proxy. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX 2737972
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18,2016. THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy PLEASE FOLD ALONG THE PERFORATION, DETACH AMD RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. REVOCABLE PROXY - PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS — MAY 18, 2016 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.The undersigned shareholder of PAR TECHNOLOGY CORPORATION hereby appoints KAREN E. SAMMON and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the Company which the undersigned is entitled to vote at the 2016 Annual Meeting of Shareholders to be held on Wednesday, May 18, 2016 at 10:00 AM, Local Time, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room}, 5218 Patrick Road, Verona, New York 13478 and at any adjournment thereof, for the matters set forth and more particularly described in the accompanying Notice of Annual Meeting and Proxy Statement and upon such other matters which may properly come before the meeting. If no direction is made, this proxy will be voted FOR Proposals 1 and 2.PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

TABLE OF CONTENTS

IMPORTANT ANNUAL MEETING INFORMATION 0DD0D4 C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions Available 24 hours a day, 7 days a week! ENDORSEMENT .LINE !l|l|.,.!,|.l...,.|.,.i,.„,l| MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 SACKPACK Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR Proxies submitted by the Internet or telephone must be received by 3:00 a.m., Eastern Time, on May 18,2016. Vote by Internet Go to www.investorvote.com/PAROr scan Bie QR code with your smartphone 0  Follow the steps outlined on the secure website Using a black ink pen, mark your votes with an X as shown in this example Please do not write outside the designated areas Vote by telephone Call toll free 1-8CO-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET QR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.1 Nominees for a term of office to expire at the 2017 Annual Meeting of ShareholdersFor Withhold For Withhold For Withhold 01 - Ronald J Casdano 02 - Paul D. Eurek 03 Dr John W, Sammon 04 Todd E Tyler 05 Cynlhia A. Russo 06 - Karen E. Sammon 07 - Dr. Donald H. Foley For Against Abstain 2. To obla- a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers Non-Voting Items Change of Address — Please print your new address below Comments — Please print your comments below Annual Report Mark here if you no longer wish to receive paper annual meeting materials and instead view them online.Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, administrator, trustee or guardian, please give full title as such and if signing 'x a corporator, please give your title. When shares are in (he name of more than one person all should sign Ihe proxyDate (mnVdd/yyyy) — Please pnnl date belowSignature 1 — Please keep signature within the boxSignature 2 — Please keep signature wilhin the box

 
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY

TABLE OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 18, 2016. THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy T IF YOU HAVE NOT VOTED VIA THE INTERNET QR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. REVOCABLE PROXY — PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS - MAY 18, 2016 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder of PAR TECHNOLOGY CORPORATION hereby appoints KAREN E. SAMMON and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the Company which the undersigned is entitled to vote at the 2016 Annual Meeting of Shareholders to be held on Wednesday, May 18, 2016 at 10:00 AM, Local Time, at Turning Stone Resort, Tower Meeting Rooms (Saranac Room), 5218 Patrick Road, Verona, New York 13478 and at any adjournment thereof, for the matters set forth and more particularly described in the accompanying Notice of Annual Meeting and Proxy Statement and upon such other matters which may property come before the meeting. If no direction is made, this proxy will be voted FOR Proposals 1 and 2. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

CONTENTS

BARCODE See the reverse side of this notice to obtain proxy materials and voting instructions. BROKER LOGO HERE 1 OF 2 12 15 1234567 1234567 1234567 1234567 1234567 1234567 1234567 Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. Meeting Information Meeting Type: <mtgtype> For holders as of: <recdate> Date: Time: <mtgtime> Location: 0000284593_1 R1.0.1.25 PAR TECHNOLOGY CORPORATION Annual Meeting May 18, 2016 May 18, 2016 10:00 AM EDT March 24, 2016 Turning Stone Resort Tower Meeting Rooms (Saranac Room) 5218 Patrick Road Verona, New York 13478 Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
How To Vote Please Choose One of the Following Voting Methods Internal Use Only Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.   Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.  0000284593_2 R1.0.1.25 1. Notice & Proxy Statement 2. Form 10-K Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 04, 2016 to facilitate timely delivery.
BARCODE 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 123456789012 Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of # Sequence # Voting items 0000284593_3 R1.0.1.25 The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees 01 Ronald J. Casciano 02 Paul D. Eurek 03 Dr. John W. Sammon 04 Todd E. Tyler 05 Cynthia A. Russo 06 Karen E. Sammon 07 Dr. Donald H. Foley The Board of Directors recommends you vote FOR the following proposal(s): 2. To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE Voting Instructions THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE P99999-010 12 15 # OF # Broadridge Internal Use Only Job # Envelope # Sequence # # of # Sequence # Reserved for Broadridge Internal Control Information 0000284593_4 R1.0.1.25