PAR Technology Corporation (NYSE:PAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On April 6, 2018, the Board of Directors (“Board”) of PAR Technology Corporation (“Company”), upon the recommendation of the Nominating and Corporate Governance Committee, determined to increase the size of the Board from five (5) to six (6) Directors, effective April 20, 2018, and appointed Savneet Singh as a Director of the Company, effective April 20, 2018. Mr. Singh will serve as a Director of the Company until the 2018 annual meeting of stockholders and until his successor is duly elected and qualified. Committee assignments for Mr. Singh will be determined at a later date. Mr. Singh will be eligible to receive compensation for his Board and committee service consistent with that provided to all non-employee directors as generally described in the Company’s definitive proxy statement for the 2017 annual meeting of stockholders filed with the Securities and Exchange Commission on April 28, 2017; however, at this time Mr. Singh has not been granted an equity award.
There were no arrangements or understandings between Mr. Singh and any other person with respect to his appointment to the Board. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Singh, or any member of his immediate family, had, or will have, a direct or indirect material interest.
(e)On April 11, 2018, the Company and Dr. Donald H. Foley, the Company’s current Chief Executive Officer and President, entered into an employment offer letter (the “April 2018 offer letter”) that supersedes and replaces in its entirety the employment offer letter between the Company and Dr. Foley dated April 12, 2017, as amended March 14, 2018. to the April 2018 offer letter, commencing April 12, 2018, Dr. Foley will be paid an annual base salary of $473,500; he is eligible to earn an annual short-term incentive cash bonus (“STI bonus”) equal to 75% of his then base salary, subject to the achievement of annual performance goals established by the Board; and, Dr. Foley is eligible to receive a grant of restricted shares of the Company’s common stock, a non-qualified stock option to purchase shares of the Company’s common stock, or a combination of restricted stock and a non-qualified stock option, in such combination and allocation determined by the Board, equal to a total grant date fair value of the Company's common stock of $172,500, and subject to the terms and conditions of the Company’s standard forms of restricted stock and/or non-qualified stock option award agreements then in effect under the PAR Technology Corporation 2015 Equity Incentive Plan ("Plan"). In the event Dr. Foley terminates his employment for "good reason" (as defined by the April 2018 offer letter), or the Company terminates Dr. Foley’s employment for reasons other than (i) “for cause” (as defined in the Plan) or (ii) on account of Dr. Foley’s breach of the April 2018 offer letter (including the terms of a non-disclosure; non-solicitation agreement simultaneously entered into by Dr. Foley), Dr. Foley will be paid his annual STI bonus earned but unpaid with respect to the fiscal year ending or preceding the date of termination. The April 2018 offer letter does not represent any guarantee of employment for any period.
The foregoing description of the terms of the April 2018 offer letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2018 offer letter which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2018 to be filed with the Securities and Exchange Commission.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
PAR TECHNOLOGY CORP ExhibitEX-99.1 2 savneetsingh_xannouncement.htm EXHIBIT 99.1 Exhibit FOR RELEASE: NEW HARTFORD,…To view the full exhibit click here
About PAR Technology Corporation (NYSE:PAR)
PAR Technology Corporation (PAR) is a provider of systems and service solutions for the hospitality industry. The Company operates through two segments: Hospitality and Government. The solutions for the restaurant industry integrate software applications, hardware platforms, software delivery, and installation and lifecycle support services. PAR’s software offerings for the Restaurant market include front-of-store point-of-sale (POS) software applications, and enterprise software applications for content management and business intelligence. PAR’s hardware offerings for the restaurant market include POS terminals, kitchen systems utilizing printers and/or video monitors, and a range of food safety monitoring and task management hardware and software solutions. PAR’s Government business provides a range of technical services for the Department of Defense (DoD) and federal agencies. The Government segment focuses on serving intelligence, surveillance and reconnaissance (ISR) customers.
