Exhibit 10(iii)(A)
Employment Agreement Between ParTech, Inc. and A. Edwin Soladay
December 3, 2008
VIA FEDERAL EXPRESS
Mr. A. Edwin Soladay
1521 Winding Creek Road
Prosper, Texas 75078
RE: ParTech, Inc. - Offer of Employment
Dear Mr. Soladay:
It is my pleasure to confirm the verbal offer of employment as
discussed. You will be employed by ParTech, Inc. ("PTI") as
President ParTech, Inc. from January 1, 2009 through December 31,
2011.
Salary and Bonus
You will be compensated at an annualized salary rate of $325,000
for each year ("Annual Salary"), paid-biweekly. In addition, you
will be eligible for an Annual Bonus in cash through
participation in the PAR Incentive Compensation Plan at 50% of
your Annual Salary.
Deferred Compensation Plan
You will be eligible to participate in PAR's Deferred
Compensation Plan, details of which will be provided to you at
your time of hire.
Travel Expenses and Housing Allowance
During the first twelve (12) months of your employment (January
1, 2009 through December 31, 2009) PTI will provide you with the
following:
o Reimbursement for reasonable travel expenses for you and
your spouse to and from your home in Dallas, Texas.
o Housing allowance of up to $2,000 per month.
Stock Options
You will receive 125,000 Stock Options on your date of hire,
which will vest be in accordance with the following schedule:
o 50,000 Options January 1, 2009
o 19,000 Options January 1, 2010
o 20,000 Options January 1, 2011
o 21,000 Options January 1, 2012
o 15,000 Options January 1, 2013
Benefits
All full-time PAR employees are eligible for a CORE set of
benefits effective on the first day of their employment. These
CORE benefits are as follows:
o Vacation - you will accrue at a rate of 13.33 hours per
month, which represents 4 weeks of vacation per year
o Paid Time Off (PTO) - 5 days per year
o New York State Disability Insurance
o Life Insurance
o PAR's Wellness Program
o PAR Technology Corporation Retirement Plan {Consisting of
both 401(k) and Profit Sharing}
o 401(k) - matched by company at 10%
o New Employees are automatically enrolled at the 3% level in
the T. Rowe Price Date Funds.
o Profit Sharing - 100% contribution by PAR Technology
Corporation
o Paid Holidays - 7 days per year
PAR's benefit package also includes an Employee Choice Plan with
options as follows:
o Health, Dental, and Vision Insurance
o Short-Term Disability Insurance
o Long-Term Disability Insurance
o Supplemental Life Insurance
o Spouse and dependent child/children life insurance
o Flexible Spending Accounts for Unreimbursable Medical
Expenses and Dependent Care
With the exception of Flexible Spending Account contributions,
co-payments, deductibles, unreimbursable medical and dental
expenses, or any other amounts not covered by the company's
insurance benefits listed above, the company shall pay for the
full cost of your insurance benefit premiums for yourself and any
eligible dependents.
Car Allowance
During the term of your employment, PTI will provide you with a
car lease allowance of up to $600 per month.
Relocation Costs
In order to assist with your relocation, PTI will reimburse you
for reasonable documented relocation expenses including:
Transportation of household furnishings and other personal
effects through a carrier approved by PTI, including two (2)
personal automobiles and up to $5,000 in miscellaneous
reimbursable moving related expenses.
Termination of Employment
Your employment may be terminated only under the circumstances
set forth below. The "Termination Date" shall be the last date of
your employment with PTI.
By PTI for Cause
PTI may terminate your employment for cause at any time upon
written notice. Upon termination for cause, PTI shall have no
further obligation or liability to you relating to your
employment, other than any Annual Salary earned but unpaid, and
any accrued but not yet received benefits, in each case, through
the Termination Date ("Accrued Payment). No stock options shall
vest after the Termination Date and you shall not be entitled to
any further or continued payment of insurance premiums.
Cause
Any one or more of the following events or conditions shall
constitute "Cause" for purposes of this Letter: the Employee's
(i) failure or refusal to follow, after receipt of written notice
and an opportunity to cure, any written rules or policies of PTI,
(ii) embezzlement, theft, misappropriation of assets or property
(tangible or intangible) of PTI, or material dishonesty; (iii)
gross negligence, misconduct, fraud, or breach of fiduciary duty
to PTI; (iv) violation of federal or state securities laws; (v)
breach of this Agreement or any other agreement with PTI; (vi)
unauthorized disclosure or use of any trade secret or
confidential information of PTI; (vii) act(s) creating adverse
publicity for PTI; (viii) breach of any of your representations
to PTI; or (ix) conviction, including a plea of guilty or nolo
contendere, of a felony or any other crime involving moral
turpitude. Any reference to PTI in this provision shall also
include the parent company of PTI, as well as any and all
subsidiaries and affiliates of PTI.
By You
You may terminate your employment with PTI for any reason upon 90
days' written notice to PTI. In the event of such termination,
PTI may relieve you of any or all duties at any time prior to the
expiration of the 90-day notice period, and shall have no further
obligation or liability to you relating to your employment, other
than the Accrued Payment through the last day of such notice
period. Subsequent to the date of such notice, no stock options
shall vest and you shall not be entitled to any further or
continued payment of insurance premiums.
By the Company other than for Cause
At any time, PTI may terminate your employment other than for
cause upon 30 days' written notice, and may relieve you of any or
all duties at any time prior to the expiration of such 30-day
notice period. In the event of such termination, you will be
eligible to receive severance payments in an amount equal to your
Annual Salary from your Termination Date through December 31,
2011 (the "Severance Payments"). Your eligibility to receive the
Severance Payments shall be subject to, and conditioned upon, (a)
your execution of a separation agreement in a form and scope
mutually acceptable to you and PTI that includes a full release
of claims, and (b) your continued compliance with your
obligations under this letter and such other obligations which by
their nature shall survive the termination of your employment.
Other than the Severance Payments and the Accrued Payment, the
Company shall have no obligations to you upon termination of
employment other than for cause and you shall not be entitled to
any further or continued payment of insurance premiums.
Notwithstanding however, that any stock options which have not
fully vested per the vesting schedule through January 1, 2011,
shall vest immediately upon the Termination date.
Death or Disability
Your employment and this Letter shall immediately and
automatically terminate upon your death or Disability (as defined
herein). For the purposes of this Letter, "Disability" shall mean
any physical incapacity or mental incompetence as a result of
which you are unable to perform the essential functions of your
job for an aggregate of 120 days, whether or not consecutive. In
the event of either such termination hereunder, PTI shall have no
further obligation or liability to you or relating to your
employment or this Agreement, other than the Accrued Payment.
Termination of Benefits
Except for any right of continuation of benefits coverage to the
extent provided by applicable law, all benefits shall terminate
pursuant to the terms of the applicable benefit plans as of the
Termination Date.
Breach of Confidentiality/Non-Compete/Cessation of Severance
If, following termination of employment by PTI other than for
cause, PTI believes you have committed a breach of your
confidentiality and/or non-compete obligations as set forth
below, PTI shall notify you in writing providing details of the
alleged breach, and within 30 days thereafter you shall provide
to the Company any information you have refuting that a breach
has occurred. If you and PTI are not able to settle the claim of
breach within 60 days, then the parties shall submit the dispute
to arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Associations ("AAA"). An
arbitrator shall be jointly chosen by the parties from a list of
AAA arbitrators and any hearings shall be held at the AAA
locations nearest the Company headquarters. The fees and costs of
the arbitration and administrative fees, excluding attorneys
fees, shall be borne equally by the parties. If you are found to
have committed a breach of confidentiality or non-compete
obligations through the arbitration process, then PTI shall have
the right to immediately cease payment of all Severance
Payments.
Non-competition
You and PTI recognize that your services are special and unique
and that your compensation is partly in consideration of and
conditioned upon you refraining from competing with PTI and that
a covenant on your part not to compete during your employment
with PTI is essential to protect the business and goodwill of
PTI. Accordingly, you agree that during your employment with PTI
and for a period of one (1) year in the case of termination for
cause, after the Termination Date, you shall not, except in
association with PTI, directly or indirectly, as an individual,
partner, joint venture, employee, agent, officer, director,
shareholder, consultant or otherwise, engage in any business
which competes with the Business (as herein defined) of PTI or
any of its subsidiaries, in any market in which PTI or its
subsidiaries, is actively engaged in sales either during your
employment with PTI or as of the Termination Date. Business means
the business and activities of PTI or its subsidiaries during
your employment with PTI and as of the Termination Date,
including, but not limited to, the design, development,
marketing, publicity, manufacturing and production and sale of
hardware and software for the following markets: (a) point of
sale/hospitality management for the quick service restaurant, sit
down/full service restaurant and pizza restaurant markets; and
(b) hotel/spa management market. The parties agree that at a
minimum this market is the United States of America and that the
provisions of this non-compete provision are reasonable for
purposes of protecting the legitimate business interests of PTI.
You will be able to use reasonable personal contact information
to assist you in your future endeavors so long as this use does
not breach the restrictions set forth in this letter.
If any of the competition restrictions contained in this letter
shall be deemed to be unenforceable by reason of the extent,
duration or geographic scope or other provisions hereof, then the
parties hereto contemplate that the court shall reduce such
extent, duration, geographical scope or other provisions hereof
and enforce this non-compete provision in its reduced form for
all purposes in the manner contemplated hereby.
Contingencies
This offer of employment is contingent upon the successful
completion of a drug test, criminal background check, previous
employment verification, education verification and
personal\professional references, prior to your first date of
employment. You will be notified regarding the particulars of the
drug testing process by separate communication.
Acceptance
If you accept PTI's offer of employment, the attached form must
be completed and returned to the address at the left in order to
start your orientation process. Your signed acknowledgment and
return of this offer letter shall serve as verification that you
have accepted the offer as presented to you in this letter. This
offer is only valid until December 10, 2008, 5:00pm EST.
Please anticipate having to sign a confidentiality agreement and
a standard employment agreement on your first day of work.
Please call me at (800) 448-6505, extension 412 if you have any
questions.
We are confident that you will be a valuable contributor to PAR's
future growth. We wish you success in your new position.
Sincerely,
Nicholas L. Romano, SPHR
Senior Director Human Resources
AGREED AND ACCEPTED BY:
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Signature and date Start date
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