PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413-4991

April [●], 2021

2021 ANNUAL MEETING OF STOCKHOLDERS

To be held June 4, 2021

Proxy Statement

This Proxy Statement is being furnished to the stockholders of PAR Technology Corporation, a Delaware corporation, in connection with the solicitation of proxies by our Board of Directors setfor use at our 2021 Annual Meeting of Stockholders to be held on Friday, June 4, 2021 at 10:00 a.m. (Eastern Time) virtually via the Internet at www.virtualshareholdermeeting.com/PAR2021. 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 2, 2014 as[●], 2021.

Information About the Proxy Materials and Voting

Who is entitled to notice and to vote at the Annual Meeting?

Only stockholders of record date for the Meeting.  This means that owners of the Company's Common Stockour common stock at the close of business on April 2, 2014 are entitled to receive this notice and to vote at9, 2021, the Meeting or any adjournments or postponements thereof.  A list of shareholders as of the close of business on April 2, 2014 will be made available for inspection by any shareholder, for any purpose relating to the 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.

Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).

As permitted by the Meeting including the electionrules of the Directors.  The holdersSecurities and Exchange Commission (“SEC”), on or about April [●], 2021, we sent the Notice to our stockholders as of shares representingApril 9, 2021. Stockholders will have the ability to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020, on the Internet at www.proxyvote.com or to request a majority,printed or ________ votes, represented in person or by proxy, shall constitute a quorum to conduct business.

Who is paying for this proxy solicitation?

We are paying the Meeting.  costs of the solicitation of proxies. We will reimburse brokers, banks or other 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 electronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a fee of $8,000 plus out-of-pocket expenses.

Stockholder of Record; Shares Registered in Your Name.

If on April 9, 2021 your shares were registered directly in your 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 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 on May 22, 2014.

Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.

If on April 9, 2021 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 Virtual Annual Meeting.

This year, 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 virtual Annual Meeting, visit www.virtualshareholdermeeting.com/PAR2021 and enter the 16-digit control number included on your Notice or on your proxy card or the voting instruction form, or otherwise provided to you by your broker, bank or other nominee, as described above. You may begin to log into the meeting platform beginning at 9:45 a.m., Eastern Time, on June 4, 2021. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on June 4, 2021.

If you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/PAR2021, 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:

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/PAR2021. 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.

Can I change my vote after submitting my proxy?

Yes, if you are signed and returned, but fail to specify the shareholder's voting instructions, the shares represented by thata 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 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;Annual Meeting by:

Your most current vote will be counted. If you are a beneficial owner of shares registered in the name of a broker, bank, or (iv) voting atother nominee, you will need to follow the Meeting.

Director Nominees

The following table sets forth 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, allow the shareholder to give voting instructions and confirm that such instructions have been recorded properly.

⁽¹⁾ Independent under the listing standards of the New York Stock Exchange ("NYSE"),(NYSE) and our Corporate Governance Guidelines.

The Board of Directors unanimously recommends a vote “For” the Company's Standardselection of Independence,each of the above Director nominees.

Directors

Directors and pursuantDirector Nominees

Below are summaries of the background, business experience and description of the principal occupation of each Director and Director nominee.

Keith E. Pascal. Mr. Pascal has served as a director of BJ’s Restaurants, Inc. since May 2020. Since March 2018, Mr. Pascal has served as a Partner at Act III Holdings, LLC, a Boston-based investment fund, and since 2008, he 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 March 2018, Mr. Pascal worked for Panera Bread where he served as a consultant 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 CEO of Torex Retail PLC Hospitality Division from 2006 to 2008, and as Founder and CEO of Savista, a point of sale software and business process outsourcing company serving the global restaurant industry, from 1999 to 2006. Mr. Pascal started his career in operations at McDonald’s Corp. Mr. Pascal brings over 20 years of restaurant operations and executive experience, with both privately-held and publicly-held national restaurant chains, and significant experience in the restaurant 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 Daily Table, an innovative non-profit retail solution to bring affordable nutrition to the Company'sfood insecure in Boston’s inner city. He previously served as CEO 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 organic products, where he serves as the Chair of the 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 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 of 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 Compensation Committees. Since 2021, Ms. Russo has served as director of UserTesting, Inc., an on-demand human insight platform that enables organizations to deliver a better customer experience, where she serves as the chair of the Audit 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. Ms. Russo previously served as the lead director at the Company from 2015 to 2019.  Ms. Russo previously served as Executive Vice President and Chief Financial Officer of Cvent, Inc. (NYSE: CVT), a cloud-based enterprise event management platform, from September 2015 to September 2018. Prior to that, Ms. Russo served as Executive Vice President and CFO of MICROS Systems, Inc., a global, public enterprise information system software, hardware and services company for retail and hospitality industries (NASDAQ: MCRS). During her 19 years at MICROS, Ms. Russo served in a variety of senior financial roles until MICROS Systems’ acquisition by Oracle in September 2014.  Ms. Russo holds a bachelor’s degree in business administration from James Madison University and is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo brings significant financial accounting expertise, executive leadership and operational and risk management experience to our Board.

Savneet Singh. Mr. Singh’s biographical information is set forth below under “Compensation Discussion and Analysis.”

James C. Stoffel. From 2006 Mr. Stoffel has been a senior advisor to private equity and board member of multiple 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 Governance Guidelines.  In orderResearch and Technology; Vice President and General Manager of Advanced Imaging Business Unit; Vice President and Chief Engineer; 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 assistFebruary 2015. From 2003 until his retirement in October 2018, Mr. Stoffel served on the Board in making this determination,of Directors of Harris Corporation (NYSE: HRS, now L3 Harris Technologies, Inc. (NYSE: LHX)). Mr. Stoffel is a Life Fellow of the Institute of Electrical and Electronics Engineers and Trustee Emeritus of the George Eastman Museum. Mr. Stoffel’s technology management expertise, his general management experience, his investment and capital markets expertise, and his extensive public company board experience, provides us with valuable perspectives, capabilities, and knowledge critical to our strategy, management, and corporate governance. Mr. Stoffel serves as Lead Director of the Board of Directors of the Company.

Corporate Governance

Director Independence. Each of our Directors, other than Savneet Singh, has adoptedbeen determined by the Board to be “independent” under the listing standards of the New York Stock Exchange (“NYSE”) and meets the additional independence as partstandards of the Company's Corporate Governance Guidelines,NYSE with respect to the Board committees on which he or she serves. Our independent Directors are availableidentified as “Independent” in the table on the Company's website at http://www.partech.com/wp-content/uploads/2012/01/PAR_Corp_Gov_Guidelines.pdf.  These standards identify, among other things, material business, charitable and other relationships that could interfere with a Director's ability to exercise independent judgment.  During 2013, there were no transactions, relationships or arrangements between the Company and Directors Ahn, Jost or Simms or anypage 5 of their respective immediate family members or entities with which they are affiliated.  There are no family relationships between any of these Directors and any of the Company's executive officers ("Executive Officers").  The Executive Officers serve at the discretion of the Board.

Board Meetings and Attendance.  In 2013,Attendance. During the 12-month period ended December 31, 2020, the Board held 11 meetings and the standing Committees of the Board held a total of 1916 meetings. Each member of the BoardDirector attended at least 75% of the aggregate of all meetings of the Board and of the committees on which they served.  It ishe or she served, held during the Company's policy to encourageportion of 2020 for which he or she was a Director or committee member. The Company encourages Directors to attend the Meetingannual meetings of stockholders, but such attendance is not required. Last year, twoAll five of our Board members of the Boardwho served during 2020 attended the Annual Meeting2020 annual meeting of Shareholders.

Board Leadership Structure.  On March 25, 2013,Structure. James C. Stoffel currently serves as Lead Director of our Board. As Lead Director, Mr. Stoffel performs the Board, pursuant to its authority under the Company's By-Laws, amended the By-Laws to separate the Chairmanfunction of the Board from the office of Chief Executive Officer and elected Director Ahn to serve as non-executive Chairman of the Board. The Board has determinedbelieves that separating the separationroles of the Chairman of the BoardLead Director and Chief Executive Officer roles is appropriate for the Company at this time because it enables theour Chief Executive Officer to focus more closely on the day to dayday-to-day operations of the Company which is particularly valuable when a new executive management team has been appointed.  The taskwhile our Lead Director provides independent leadership to the Board. Our Lead Director’s independence uniquely situates him to represent the interests of providing leadership of the Board will be the focus of the Chairman.  Particularly, the Board believes the election of a non-executive Chairman enables the leader 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 a separation is consistentHe regularly communicates with best practices of corporate governance of a publicly traded company.  Prior to March 25, 2013, the leadership structure was such that the role of Chairman of the Board andour Chief Executive Officer was held by Paul B. Domorski.  To provide balance to the leadership of the Board, the independentand liaisons between our non-management Directors designated Director Ahn, Chairman of the Audit Committee, as the independent lead or Presiding Director with broad authority and responsibility.  In this role, Director Ahn, during 2013, scheduled and presided at 10 executive sessions of the independent Directors without any management, Directors or employees present, and 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.

Code of Conduct. Our Code of Conduct (the “Code of Conduct”) is applicable to all four standing committees until such time as the open seatsour employees, officers, and Directors, including our Chief Executive Officer, Chief Financial Officer, and other senior financial officers. The Code of Conduct is posted on the Board have been duly filled.  For those committees where independence is required of all members, any non-independent directors sitting on such committees shall resign from such committees as soon as reasonably practicable after the appointment of independent directors.

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 use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds that permit holders to own our securities without the full risks and rewards of ownership.

Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at www.partech.com/about-us/investor-relations/. Our Corporate Governance Guidelines contain independence standards, which are substantially similar to and consistent with the listing standards of the General Corporation Law of the State of Delaware; the Company's Certificate of Incorporation;NYSE, and the Company's By-Laws,policies relating to exercise all powers of the Board in the management and direction of the business and affairs of the Corporation in all cases in which specific direction has not been provided by the Board.  The Executive Committee meets when required on short notice during intervals between meetings of the Board.

Communication with the Board.  Board. 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 sending the communication c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NYNew York 13413. Until the Meeting, uponUpon receipt, the communication will be relayeddelivered to Director Ahn, 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, or, ifgroup. If the communication is addressed to an individual Director, to the individual Director.  Following the Meeting, communicationscommunication will be relayeddelivered to the full Board or, if the communication is addressed to an individual Director, 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 has three committees — Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. 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/about-us/investor-relations/.

The following table provides information about each of the Board committees. Mr. Pascal, who was appointed to the Board effective April 8, 2021 following the completion of the Private Placement, has not yet been given committee assignments.

⁽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⁾ Committee members are independent under the listing standards of the NYSE and as defined in the Nominating and Corporate Governance Committee’s charter.

Compensation Committee. The Compensation Committee oversees and administers our executive compensation program. The Compensation Committee’s responsibilities include:

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. In 2020, the 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 2020. Among other things, with respect to our 2020 compensation program, the Committee asked Pearl Meyer to:

Prior to engaging Pearl Meyer, the 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 – Role of Compensation Consultant.”

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities by:

Our Nominating and Corporate Governance Committee reviews possible candidates for the Board and recommends nominees to the Board for approval. The Nominating and Corporate Governance Committee considers potential candidates from many sources including shareholders,stockholders, current Directors, company officers, employees,management, and others. On occasion, the services of a third party executive search firm are used to assist in identifying and evaluating possible nominees.  ShareholderStockholder recommendations for possible 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 Committee screens all potential candidates in the same manner. In identifying and considering candidates, the Committee considers the requirementscriteria set out in the charter of the Nominating and Corporate Governance Committee.  The criteriaGuidelines, which include specific characteristics, abilities and experience considered relevant to the Company'sCompany’s businesses, including:

Audit Committee. Our Audit Committee assists the Company's business is conductedBoard in a consistentlyits oversight of the integrity of our financial statements, our compliance with legal and ethical manner, allregulatory requirements, our independent auditors’ qualifications and independence, and the performance of the Company's Directorsinternal audit function.

The Audit Committee’s responsibilities include:

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.

Report of the Audit Committee

The material in this report is being furnished and employees, including the Company's principal executive officer, the principal financial officer, the principal accounting officer, controller and all other Executive Officers are required to abide by the Company's Code of Business Conduct and Ethics (the "Code").  The Code is designed to deter wrongdoing and to promote: (a) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (b) full, fair, accurate, timely and understandable disclosure in reports and documents that the Company filesshall not be deemed “filed” with or submits to the SEC and other public communications; (c) compliance with applicable governmental laws, rules and regulations; (d) the prompt internal reportingfor purposes of violationsSection 18 of the Code to the appropriate person(s) identified in the Code; and (e) accountability for adherence to the Code.  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 31 of this Proxy Statement under the heading "Available Information".  The full text of the Code is available at http://www.partech.com/wp-content/uploads/2012/01/Code_of_Business_Conduct_and_Ethics.pdf.  The Company intends to disclose future amendments to,Exchange Act, 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 five calendar days following the date of such amendment or waiver.

To the Board and acting on behalf of and reportingDirectors of PAR Technology Corporation:

The Audit Committee is responsible for appointing the Company’s independent auditor. For 2020, Deloitte & Touche LLP (“Deloitte”) served as the Company’s independent auditor. With respect to the Board, the Audit Committee provides oversight of the financial management, independent auditors andCompany’s financial reporting process, of the Company.  The Audit Committee's charter is reviewed annually for changes as appropriate and is available on the Company's website or, upon request, in hardcopy (See "Available Information" on page 31 of this Proxy Statement).  Three independent members of the Board comprised the Audit Committee during 2013.  The independence of the members of the Committee was determined by the Board based upon its independence standards which incorporate the New York Stock Exchange governance rules and the SEC's independence requirements for members of audit committees.  In addition, the Board determined that each member of the Committee, Sangwoo Ahn, Kevin Jost and James Simms, are "audit committee financial experts" as defined by rules set forth by the SEC.  During 2013, the Audit Committee met six times.

Transactions with Related Persons

The Board of Directors has adopted a discussionwritten “Related Party Transactions Policy & Procedure” (“Policy”), which provides that the Company will only enter into, ratify, or continue a related party transaction, when the Board, acting through the Nominating & Corporate Governance Committee, determines that the transaction is in the best interests of the quality, not justCompany and its stockholders. Pursuant to the acceptability,Policy, the Nominating and Corporate Governance Committee reviews and either approves or disapproves all transactions or relationships in which the Company or any of its subsidiaries: (i) is a party, (ii) the amount of the accounting principles,transaction exceeds or is expected to exceed $120,000, and (iii) in which a director (director nominee), executive officer, a person who beneficially owns more than 5% of our common stock, or any immediate family member or affiliated entity of any of the reasonablenessforegoing persons (a “related party”), has a direct or indirect interest.

Since the beginning of significant judgments,2020, there were no related person transactions proposed or required to be disclosed under Item 404 of Regulation S-K of the Exchange Act.

Security Ownership of Certain Beneficial Owners and Management

Stock Ownership of Directors and Officers

The tables below set forth, as of April 9, 2021, 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 24,315,060 shares of our common stock outstanding as of April 9, 2021. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 9, 2021 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the claritypercentage ownership of disclosuresany 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 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 table sets forth the beneficial ownership of our common stock as of April 9, 2021 by our (1) Directors, (2) named executive officers, and (3) our Directors and current executive officers as a group.

* Less than 1%

⁽¹⁾ Mr. Pascal joined the Company’s Board in April 2021 in connection with the purchase of 73,530 shares of common stock and the Warrant representing the right to purchase an additional 500,000 shares of common stock by Act III and disclaims any beneficial ownership of shares held by Act III, of which he is a member.

⁽²⁾ Includes 3,446 unvested restricted stock units that vest on the earlier of June 4, 2021 and the date of the 2021 Annual Meeting.

⁽³⁾ See footnote (6) to the “Stock Ownership of Certain Beneficial Owners” table below.

⁽⁴⁾ Includes 239,583 shares subject to a currently exercisable stock option.

⁽⁵⁾ Includes 28,418 shares subject to a currently exercisable stock option.

⁽⁶⁾ Includes 3,470 shares subject to a currently exercisable stock option.

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.

⁽³⁾ Capital Research Global Investors has sole voting power and sole voting power with respect to 1,818,660 shares. This information has been obtained from a Schedule 13G filed by Capital Research Global Investors with the SEC on February 16, 2021.

⁽⁴⁾ BlackRock, Inc. has sole voting power with respect to 1,545,314 shares and sole dispositive power with respect to 1,602,752 shares. This information has been obtained from a Schedule 13G filed by BlackRock, Inc. with the SEC on February 2, 2021.

⁽⁵⁾ Nine Ten Capital Management LLC has sole voting power and sole dispositive power with respect to 1,442,024 shares. This information has been obtained from a Schedule 13G filed by Nine Ten Capital Management LLC with the SEC on February 12, 2021.

⁽⁶⁾ Based on a Schedule 13G/A filed with the SEC on February 16, 2021 by John W. Sammon, Jr., Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership. Mr. Sammon reports sole voting power with respect to 1,205,064 shares, sole dispositive power with respect to 1,201,618 shares, and shared voting and dispositive power with his wife, Deanna D. Sammon with respect to 20,720 shares; this amount for Mr. Sammon includes 3,446 of restricted stock units that vest on the earlier of June 4, 2021 and the date of the 2021 Annual Meeting, and for which Mr. Sammon has voting, but not dispositive power. Mrs. Sammon reports having no shares over which she has sole voting and dispositive power and shared voting and shared dispositive power with her husband, Mr. Sammon, with respect to 20,720 shares. J.W. Sammon Corp. reports having no shares over which it has sole voting and dispositive power and shared voting and shared dispositive power with respect to 20,620 shares. Sammon Family Limited Partnership reports having no shares over which it has sole voting and dispositive power or shared voting and dispositive power. J.W. Sammon Corp. is the sole general partner of the Sammon Family Limited Partnership. Mr. and Mrs. Sammon are officers and 50% shareholders of J.W. Sammon Corp. Mrs. Sammon disclaims beneficial ownership of 1,205,064 shares beneficially owned by Mr. Sammon.

Director Compensation

2020 Director Compensation

During 2020 compensation for non-employee Directors consisted of a mix of cash and equity. In February 2020, Pearl Meyer provided the Compensation Committee with an analysis of non-employee director compensation, including a review of director compensation of the Company’s peer group (the “Pearl Meyer Director Compensation Report”). The peer group for this analysis consisted of the same comparator group that is used to evaluate executive compensation and is 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 Board of Directors that no adjustment was needed to the compensation structure for non-employee Directors as director pay approximated the median of the peer group. As a result, there was no year-over-year change in the consolidatedcash compensation component or equity compensation component of the non-employee Director compensation program. Our non-employee Directors do not receive additional fees for Board or committee meeting attendance. Our non-employee Directors received the following cash retainers for their service on the Board and committee membership, which are paid quarterly in arrears:

Each non-employee Director received an annual award of restricted stock units having a grant date fair value of $90,000. The number of shares subject to the 2020 annual grant was based on the closing price of our common stock on June 4, 2020 ($26.11), the grant date, and resulted in a grant of 3,446 restricted stock units. These restricted stock units will vest on the earlier of June 4, 2021 and the date of the 2021 Annual Meeting, subject to continued service through that date. The 2020 grants were made under the Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”). We also reimburse our non-employee Directors for reasonable expenses incurred to attend Board and Committee meetings.

In 2020 compensation earned by or paid to our non-employee Directors was as follows:

⁽¹⁾ Compensation is pro-rated 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 2020. Assumptions made in the valuation are discussed in Note 11 to the Company’s 2020 Consolidated Financial Statements included in the Company’s Annual Report on 10-K filed with the SEC on May 16, 2021. Each non-employee director had 3,446 unvested restricted stock units outstanding at December 31, 2020 with the grant date fair value set forth in the column.

⁽³⁾ In light of the impact of the COVID-19 pandemic and the Company’s implementation of temporary cost saving measures, each non-employee Director agreed to reduce the allocable portion of his or her $40,000 annual cash retainer for the fiscal quarter ending June 30, 2020 by 25%.

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 required 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.

Compensation Discussion and Analysis

The compensation discussion and analysis describes our executive compensation for fiscal year 2020, including the compensation for our named executive officers (or “NEOs”), and illustrates the objectives, elements and philosophy of our executive compensation program. Our named executive officers for fiscal year 2020 were:

Overview of Executive Compensation

Compensation Objective

Our executive compensation program is built to drive the creation of stockholder value. The 2020 executive compensation program was designed to attract, retain and incentivize top performers in a highly competitive market for talent who can deliver competitive financial statements)returns for our stockholders through the achievement of short-term and long-term goals. To achieve this, we maintain:

2020 Highlights

In February 2020, we entered into a new employment agreement with Savneet Singh for his continued service as CEO and President of the Company and President of ParTech, Inc., which was amended in February 2021. In July 2020, Matthew Cicchinelli and PAR Government entered into a new employment agreement pursuant to which Mr. Cicchinelli continues to serve as the President of PAR Government. The employment agreements for both Mr. Singh and Mr. Cicchinelli are described in further detail in “Compensation Discussion and Analysis –Employment Arrangements in effect for 2020.”

COVID-19 Impact

In early 2020, the COVID-19 pandemic presented a number of novel and unprecedented financial and operational challenges and created uncertainty and disruption to our employees and business. In response to those challenges, early in the second quarter of 2020, we implemented a number of cost saving measures to mitigate the impact of COVID-19 on our employees and business, including reductions in discretionary spending, a non-essential position hiring freeze, a reduction in workforce and employee furloughs. We also made temporary adjustments to the base salaries of certain of our employees (the “Temporary Salary Reduction Program”), including the base salaries of our CEO and CFO.

By March 2020, management was actively monitoring the impacts of the COVID‐19 pandemic on our Restaurant/Retail business and providing reports to our Compensation Committee, including advising the Committee on the potential impact of the pandemic on the Company’s previously established 2020 annual operating plan (“Actual AOP”). To assist the Compensation Committee in its monitoring of the COVID-19 pandemic’s impact on our business, management provided the Compensation Committee with an alternative annual operating plan, which tracked the impact and potential impact of the COVID‐19 pandemic on our business (the “COVID‐19 AOP”). Referencing the COVID‐19 AOP, and measuring the Company’s performance against Actual AOP and the COVID‐19 AOP and other factors, the Compensation Committee continuously assessed the Company’s performance and evaluated whether it was prudent to adjust the framework and/or performance metrics of the Company’s incentive programs in consideration of the continued uncertainty of the COVID‐19 pandemic and the difficulty in establishing new performance metrics in light of such uncertainties. The Compensation Committee ultimately determined in September 2020 that it would not adjust the performance metrics of the Company’s incentive programs, but instead would evaluate the Company’s performance following the end of 2020 and, based on the Company’s 2020 performance, including against the backdrop of the COVID‐19 pandemic, determine whether to use its discretionary authority to grant short‐term and long‐term incentive payouts. Because of the negligible impact of the COVID‐19 pandemic on PAR Government, the Compensation Committee determined that no changes would be made to the Company’s incentive compensation programs as they related to PAR Government’s management.

Role of the Compensation Committee and CEO

The Compensation Committee approves the annual compensation of our NEOs and certain other senior officers of the Company, including incentive compensation (cash and equity based). Our CEO provides information and recommendations to the Compensation Committee on the compensation and performance of our other NEOs, including recommendations as to the appropriate levels of base salaries, short-term incentive compensation and long-term equity awards, performance targets for corporate and other operating segments, and individual performance targets.

With respect to the compensation of the CEO, the Compensation Committee worked directly with Pearl Meyer to develop the compensation program for the CEO. The CEO does not make recommendations on his base salary or the mix and/or structure of his short-term cash incentive or long-term equity incentive compensation.

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 may also provide input on management materials and recommendations in advance of Compensation Committee meetings, as well as assisting in the review of the compensation discussion and analysis.

In late 2019, Pearl Meyer conducted an executive compensation study and provided the Compensation Committee with an analysis of our executive compensation and program design for 2020, including comparator peer group compensation data for our NEOs and other back-up information and analysis of compensation matters as requested by the Compensation Committee.

Market Data and Considerations for Determining NEO Pay

In response to our Compensation Committee’s request that Pearl Meyer perform an assessment of our executive compensation, including a 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 2020 peer group focused on size and industry-relevant companies taking into account revenue, number of employees and market capitalization. The 2020 peer group included the following companies:

In addition to competitive analysis data, including the market trend data about the impact of the COVID-19 pandemic, the Compensation Committee considered each NEO’s individual expertise, skills, responsibilities, required commitment, current and anticipated contribution to the Company’s achievement of its plans and goals, as well as prior compensation adjustments, prior award accumulation, and any contractual commitments, in formulating the 2020 compensation of our NEOs.

2020 NEO Compensation Design

Our 2020 executive compensation program was designed to retain and motivate our NEOs, and to promote the creation and delivery of stockholder value by incentivizing our NEOs to deliver competitive financial returns by establishing performance targets linked to our financial and business goals and objectives. In 2020, we compensated our NEOs primarily through a combination of base salary and incentive compensation, which has a short-term cash component (“STI”) and a long-term equity component (“LTI”) based on the Company’s performance. Despite the COVID‐19 pandemic, the Company performed well in 2020, and the Compensation Committee determined it appropriate to use its discretion and adjust the incentive compensation components of our NEO’s compensation.

Base Salary. We use base salary to provide a fixed level of cash compensation to reward demonstrated experience, skills and competencies relative to the market value of the job and impact of the individual on the business and organization. Adjustments to base salary are considered periodically, but are not guaranteed, based on individual performance, level of pay relative to the market and internal pay equity. In setting the annual base salary of our CEO, and in reviewing and approving the annual base salaries of the other NEOs, the Compensation Committee considered information from Pearl Meyer and other factors described above under “Compensation Discussion and Analysis –Market Data and Considerations for Determining NEO Pay”.

Mr. Singh’s base salary was increased to $550,000 pursuant to his February 27, 2020 employment agreement, and Mr. Menar received an increase in his base salary in mid-2020 to $284,550 in recognition of his performance in 2019 and continued contributions to the Company. On January 11, 2020, Mr. Cicchinelli’s base salary was increased to $259,350 in recognition of his contributions to PAR Government in 2019.

Pursuant to the Temporary Salary Reduction Program, from April 11, 2020 to July 3, 2020, Mr. Singh’s base salary was temporarily reduced by 25% and Mr. Menar’s base salary was temporarily reduced by 20%; and, (b) management'sbeginning July 4, 2020, the temporary salary reduction was lowered to 12.5% of Mr. Singh’s base salary and 10% of Mr. Menar’s base salary. On September 12, 2020, the base salaries of Messrs. Singh and Menar were reinstated to their pre-reduced base salary levels. The impact of the Temporary Salary Reduction Program on the base salaries of our NEOs in 2020 is illustrated below.

PAR Government Contract Bonuses. Mr. Cicchinelli participates 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”), which is generally available to all employees of PAR Government and its subsidiaries who are not covered by the Service Contract Act. The PGSC Retention Bonus 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. In 2020, Mr. Cicchinelli earned a PGSC Retention Bonus of $12,490 in recognition of his value to PAR Government.

Incentive Compensation — Short-Term Incentive (“STI”) and Long-Term Equity Incentive Compensation (“LTI”). Our incentive compensation programs for 2020 were designed to attract, retain, and motivate top performing people to deliver financial returns. To accomplish these objectives, we established corporate performance threshold targets linked to our financial and business goals and objectives and tied them to individual performance targets. The Compensation Committee approved the short-term and long-term incentive performance metrics and payout structures for 2020 prior to the onset of the COVID-19 pandemic, reflecting pre-COVID-19 performance expectations. As a result, with the exception of PAR Government performance, the Company’s performance failed to meet the original threshold levels for the corporate financial and business goals established for our 2020 incentive programs. However, the Compensation Committee concluded that this outcome was not determinative of the overall performance of Messrs. Singh and Menar in 2020, and considered their performance against the COVID-19 backdrop, taking into account the Company’s quick response to the COVID-19 pandemic (including the execution of initiatives to mitigate the impact of the pandemic on the Company’s business), the Company’s performance against the COVID-19 AOP and as compared to its competitors, and that the Company’s total stockholder return out-performed other companies in the Russell 2000, as illustrated in the table below. In addition, total revenues for the Restaurant/Retail business exceeded the expectation set forth in the COVID-19 AOP and experienced higher stock growth relative to selected peers; and, while Brink performance was slightly below the Actual AOP threshold, it exceeded the COVID-19 AOP target, Core performance was below the Actual AOP threshold, but exceeded the COVID-19 AOP target, and Restaurant Magic performance was below the Actual AOP threshold and did not meet the COVID-19 AOP threshold. Recognizing the Company’s overall performance in the context of the broader challenges presented by the COVID-19 pandemic, the Compensation Committee made the decision to use its discretion with respect to the STI payouts for Messrs. Singh and Menar, and the LTI payout for Mr. Menar. There was no discretion used for Mr. Cicchinelli’s STI or LTI payouts given that the COVID-19 pandemic did not have a material adverse impact on PAR Government.

Short-Term Incentive Compensation — Our NEOs were eligible to earn their STI bonuses as a percentage of their earned base salary as follows:

The 2020 annual STI target for Mr. Singh was based solely on a corporate financial goal. Mr. Menar’s 2020 annual STI targets were weighted between business goals and individual performance goals based on key performance indicators. Mr. Cicchinelli’s 2020 annual STI target was based entirely upon the PAR Government financial goal.

The actual STI payout for each our NEOs depends upon the level of achievement against the selected performance goals, as set forth below.

CEO STI

The business performance targets for Mr. Menar for 2020 were:

The business performance targets for Mr. Cicchinelli for 2020 were:

Messrs. Menar and Cicchinelli were eligible for potential payouts as a percentage of their corporate performance targets for earned base salary, which were - Threshold: 50%, Target: 100% and Maximum: 160%.

Although neither Mr. Singh nor Mr. Menar met their STI threshold performance targets in 2020, the Compensation Committee determined it was appropriate to use its discretion to adjust Mr. Singh’s and Mr. Menar’s STI payouts to recognize their contributions to the Company’s overall positive performance in 2020 in consideration of the COVID-19 pandemic and its impact on our business.

In 2020, the NEOs earned their STI as follows:

Mr. Singh’s earned salary was $538,462 for the purposes of calculating STI payout (salary reductions under the Temporary Salary Reduction Program were excluded to calculate Mr. Singh’s earned salary). The Compensation Committee’s final decision for Mr. Singh included a discretionary increase of 13.3%. Actual achievement was at 86.7% of Mr. Singh’s target. Mr. Menar’s earned salary was $277,254 for the purposes of calculating STI payout (salary reductions under the Temporary Salary Reduction Program were excluded to calculate Mr. Menar’s earned salary). Mr. Menar’s payout for STI was at 80% of his target as a result of a discretionary increase of 80% approved of by the Compensation Committee.

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. Our equity awards granted to executive officers are designed to reward high-level achievement of the Company’s strategic objectives in an effort to retain our top performing executives. Grants of LTI awards are determined pursuant to the target long-term incentive grant date value and are generally granted annually following the Company’s announcement of its financial results for the prior fiscal year with annual vesting subject to the Compensation Committee’s certification as to the satisfaction of the performance goals for the applicable year. However, given the impact of the COVID-19 pandemic, and the difficulty in properly determining appropriate performance metrics and payout structures, for purposes of 2020 LTI awards, the Compensation Committee determined to wait until after the year had ended to evaluate the Company’s overall performance and assess Mr. Menar’s 2020 performance; and, based on that evaluation and assessment, Mr. Menar was awarded 2,805 time vesting restricted stock units (“RSUs”). Mr. Cicchinelli’s LTI award, consisting of 1,592 performance vesting RSUs, was granted in November 2020.

Mr. Singh’s LTI awards were granted pursuant to his February 27, 2020 employment agreement. Mr. Singh is not entitled to additional equity awards, including grants made under the 2015 Equity Incentive Plan, prior to the end of the Company’s 2024 fiscal year. 

We granted the following LTI awards to Messrs. Singh, Menar and Cicchinelli for 2020:

Mr. Singh’s LTI awards consist of the following:

In addition to the grants described above, pursuant to Mr. Singh’s February 27, 2020 employment agreement, Mr. Singh was granted a recognition award of 20,000 RSUs, which vest ratably in one-third increments on December 31, 2020, December 31, 2021 and December 31, 2022, subject to Mr. Singh’s continuing employment on the applicable vesting dates.

Mr. Singh’s goals for his 2020 LTI award consisting of performance vesting RSUs are illustrated in the table below for the first performance period, which began on January 1, 2020 and ends on December 31, 2021. For the first performance period, the performance goal is restaurant annual recurring revenue growth (“RARR Growth”) or restaurant bookings. Restaurant annual recurring revenue is recurring revenue from the following sources: Brink SaaS, Core Services, Merchant Services, Partner Revenue and Restaurant Magic SaaS. RARR Growth for a given two-year performance period is calculated as follows:

RARR Growth = (R2 – R1)/R1

For the formula for RARR Growth above, “R1” is the recurring revenue for the month of December immediately preceding the beginning of the two-year performance period, multiplied by 12, and “R2” is the recurring revenue for the month of December at end of the two-year performance period, multiplied by 12.

Mr. Singh is eligible for payouts as a percentage of the performance targets for the first two-year performance period as illustrated below:

Mr. Menar was granted a time vesting award of 2,805 RSUs on March 18, 2021, pursuant to the Compensation Committee’s decision to use its discretion. The RSUs vest ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to Mr. Menar’s continuing employment on the applicable vesting dates.

Mr. Cicchinelli’s performance vesting award of 1,592 RSUs vests ratably in one-third increments on December 31, 2020, December 31, 2021 and December 31, 2022, based on the percentage annual performance targets that are achieved for the applicable performance year shown below and subject to Mr. Cicchinelli’s continuing employment on the applicable vesting dates. No payment would be earned in 2020 if PAR Government did not achieve the minimum threshold of $4.46 million for Net Income before Taxes.

The corporate and business performance targets and actual achievement for 2020 for Mr. Cicchinelli were as follows:

Mr. Cicchinelli’s 2020 LTI threshold goal was based on the PAR Government Net Income Before Taxes, which was achieved at 100.17% for the 2020 Performance Year.

For the performance year ended December 31, 2020 (the “2020 Performance Year”), the LTI incentive program established a three-year payout, based on the performance metrics for the 2020 Performance Year. If the targets set for the 2020 Performance year were not met, then all three equity tranches (for the LTI award granted in 2018, 2019 and 2020) that had payouts based on the 2020 Performance Year were forfeited. As a result of the impact of the COVID-19 pandemic, the threshold levels for the corporate financial and business goals established under our long-term incentive program for the 2020 Performance Year were not achieved and the shares of restricted stock subject to vesting based on achievement of performance goals for the 2020 Performance Year were forfeited. However, PAR Government, which was not materially impacted by the pandemic, did achieve at 100.17% of its performance target, Net Income before Taxes, for the 2020 Performance Year, and Mr. Cicchinelli was granted a performance vesting award for 1,592 RSUs.

Clawback Policy. We adopted a clawback policy for incentive compensation, effective as of December 8, 2020. This policy provides for the potential recoupment of certain cash and equity incentive compensation paid to any current and former NEOs and other 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. 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 for the same benefits available to our other full-time employees. Our benefits include our 401(k)/retirement plan (“retirement plan”), open-market employee stock purchase plan, health and life insurance plans, and other welfare benefit programs.

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. 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 base salary for such fiscal year, subject to annual maximum contribution limits under IRS law. 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 2020.

Pursuant to Mr. Singh’s February 27, 2020 employment agreement and subject to cooperation in the underwriting process and meeting eligibility requirements, Mr. Singh is eligible to receive an individual term life insurance and a supplemental individual long-term disability policy. Due to the COVID-19 pandemic, the underwriting process for these policies has not been completed.

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. Our NEOs did not make any contributions to the plan in 2020. The Board also has the sole discretion to make employer contributions to the plan, although it did not make any such employer contributions in 2020.

Employment Arrangements in effect for 2020

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 and as a member of the Company’s board of directors. Under the terms of the employment agreement, Mr. Singh’s annual base salary for 2020 is $550,000. 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 is not entitled to additional equity awards, including grants made under the 2015 Equity Incentive Plan, prior to the Company’s fiscal year ending December 31, 2024.

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.

Bryan A. Menar. In connection with his appointment as Chief Financial Officer and Vice President of the Company, we entered into an employment agreement with Mr. Menar in November 2016. Pursuant to that employment agreement Mr. Menar was paid an initial annual base salary of $250,000, which was increased to $284,550 in 2020; he participates in our STI program at an individual bonus target of up to 40% of his annual base salary for performance against targets established by the Board; and he participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives.

Matthew R. Cicchinelli. On July 6, 2020, Matthew Cicchinelli and PAR Government entered into an employment agreement pursuant to which Mr. Cicchinelli continues to serve as the President of PAR Government. Under the terms of the employment agreement, Mr. Cicchinelli’s annual base salary is $259,350. In the event Mr. Cicchinelli’s employment is terminated by PAR Government without cause or Mr. Cicchinelli resigns for a good reason, Mr. Cicchinelli will be entitled to payment of six months salary, payable semi-monthly for 6 months, plus the payment of any STI bonus and any employee benefit incentive earned, but unpaid with respect to a fiscal year ended. In the event Mr. Cicchinelli’s employment is terminated without cause or for good reason during a change of control protection period (three months pre-/13 months post- change of control), Mr. Cicchinelli will be entitled to payment of nine-months salary, plus the payment of any STI bonus and employee benefit incentive earned, but unpaid with respect to a fiscal year ended, the pro-rated portion of the annual STI bonus that Mr. Cicchinelli would have earned for the fiscal year in which his employment was terminated, and the remaining unvested shares of restricted stock granted to Mr. Cicchinelli shall vest.

Compensation Committee Report

The Board’s Compensation Committee is charged, among other things, to perform periodic reviews of the Company’s compensation arrangements with executive officers and to make recommendations to the Board of Directors with respect to such arrangements. The Compensation Committee’s function is more fully described in its charter, which the Board has adopted and is available on our website at https://www.partech.com/about-us/investor-relations/ under the Compensation Committee Charter link.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of the Company’s 2021 Proxy Statement. Based on such review and discussion, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s 2021 Proxy Statement.

The Compensation Committee:

Douglas G. Rauch

Cynthia A. Russo

James C. Stoffel (Chair)

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 incorporates the Compensation Committee Report by reference therein.

Summary Compensation Table

The following table sets forth information regarding compensation earned by our NEOs during 2020, 2019 and 2018.

Column (c) - Salary. The base salaries of our NEOs are discussed above in “Compensation Discussion and Analysis –2020 NEO Compensation Design.” Mr. Cicchinelli’s 2020 earned salary was based on 27 payroll cycles, as opposed to PAR Government’s typical 26 payroll cycles. The adjustment to the base salaries of Mr. Singh and Mr. Menar were pursuant to the Temporary Salary Reduction Program discussed above in “Compensation Discussion and Analysis –2020 NEO Compensation Design.”

Column (d) - Bonus. Mr. Cicchinelli’s PGSC Retention Bonus of $12,490 earned in 2020.

Column (e) - Stock Awards. The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 with respect to stock awards made to our NEOs. Assumptions made, including the probable outcome of performance conditions of the performance-based stock awards, in the valuations are discussed in Note 11 to our 2020 Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2021.

For Mr. Singh, column (e) reflects the grant date fair value of 170,000 time vesting RSUs, 170,000 performance vesting RSUs and 20,000 time vesting RSUs, each of which was granted to him on March 17, 2020. One-third of Mr. Singh’s time vesting RSUs vest on February 27, 2021, and thereafter, one-twelfth will vest at the end of each completed fiscal quarter, beginning March 31, 2021, subject to Mr. Singh’s continued service. Mr. Singh’s performance vesting RSUs vest ratably in one-third increments on December 31, 2021, December 31, 2022 and December 31, 2023, based on the percentage of performance targets that are achieved for the applicable performance period and subject to Mr. Singh’s continued service. Assuming the maximum level of performance, the value of Mr. Singh’s performance vesting RSUs would be $2,793,440. Mr. Singh’s recognition award of 20,000 RSUs vests ratably on December 31, 2020, December 31, 2021 and December 31, 2022, subject to Mr. Singh’s continuing service. Under the terms of his February 27, 2020 employment agreement, as amended on February 16, 2021, Mr. Singh is not entitled to additional equity awards, including grants made under the 2015 Equity Incentive Plan, prior to the Company’s fiscal year ending on December 31, 2024.

For Mr. Menar, column (e) does not reflect the grant date fair value of 2,805 RSUs granted to him on March 18, 2021 in recognition of his performance in 2020. The award vests ratably in one-third increments on March 31, 2022, March 31, 2023 and March 31, 2024, subject to Mr. Menar’s continued service. The Compensation Committee granted the award to Mr. Menar following the end of 2020 due to the impact of the COVID-19 pandemic. Please see “Compensation Discussion and Analysis – 2020 NEO Compensation Design” for additional information.

For Mr. Cicchinelli, column (e) reflects the grant date fair value of 1,592 performance vesting RSUs granted to him on November 11, 2020 that vest ratably in one-third increments on December 31, 2020, December 31, 2021 and December 31, 2022, based on the percentage of performance targets that are achieved for the applicable performance period and subject to Mr. Cicchinelli’s continued service. Assuming the maximum level of performance, the value of Mr. Cicchinelli’s performance vesting RSUs would be $119,938.

Column (f) – Option Awards. The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in the valuations are discussed in Note 11 to our 2020 Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2021.

For Mr. Singh, column (f) reflects 575,000 non-qualified stock options to purchase shares of our common stock granted on March 17, 2020. One-third of the options vest on February 27, 2021, and thereafter one-twelfth of the options will vest at the end of each completed fiscal quarter, beginning March 31, 2021, subject to Mr. Singh’s continued service. Mr. Singh is not entitled to additional equity awards, including grants made under the 2015 Equity Incentive Plan, prior to the Company’s fiscal year ending on December 31, 2024.

Column (g) – Non-Equity Incentive Plan Compensation. Reflects the STI bonuses earned in 2020 for Messrs. Singh., Menar and Cicchinelli. See “Compensation Discussion and Analysis – 2020 NEO Compensation Design.”

Column (h) – Non-Qualified Deferred Compensation Earnings. For Mr. Cicchinelli, column (h) reflects interest earned on the balance of Mr. Cicchinelli’s account. See the notes to the Nonqualified Deferred Compensation table for additional information.

Column (i) - All Other Compensation. The amounts represent 401(k) employer matching contributions ($8,550 -Mr. Singh, $8,550 – Mr. Menar and $8,550 – Mr. Cicchinelli), the Company’s payment of premiums on term life insurance ($486 –Singh, $783 Menar and $2,409 – Mr. Cicchinelli), and as to Mr. Singh, a company car lease of $7,771.

GRANTS OF PLAN-BASED AWARDS

The following table contains information concerning the grants of plan-based awards made to each of the NEOs in the year ended December 31, 2020.

Outstanding Equity Awards at Fiscal Year-End

The following table shows information regarding outstanding equity awards held by our NEOs at December 31, 2020.