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 5.02 –
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On December 4, 2018, Dr. Donald H. Foley resigned as Chief Executive Officer and President of PAR Technology Corporation (the “Company”) and as a director of the Board of Directors (the “Board”) of the Company. On December 4, 2018, the Board accepted Dr. Foley's resignation and entered into an agreement providing for (i) the payment of his unpaid base salary for the fiscal year ending December 31, 2018 and, to the extent earned, his short-term incentive bonus for the fiscal year ending December 31, 2018 and (ii) the acceleration of vesting of 33.33% of the shares of Company common stock subject to the stock option granted to Dr. Foley in August 2018, conditioned upon his delivery of a Release of any claims against the Company. Dr. Foley will serve as a consultant to the Company through June 30, 2019. In consideration for his consulting services, Dr. Foley will continue to be eligible to vest in shares of time-vesting restricted stock granted to Dr. Foley in August 2018 and, to the extent achieved, will vest on December 31, 2018 in up to 33.33% of performance-vesting restricted stock granted to Dr. Foley in August 2018; the balance of performance-vesting shares granted to Dr. Foley in August 2018 were cancelled. The size of the Company's Board was reduced from six (6) to five (5) directors.
(c)On December 4, 2018, the Board appointed Savneet Singh to the position of Interim Chief Executive Officer and President of the Company and Interim President of ParTech, Inc., in each case, effective as of December 4, 2018. The term of Mr Singh's employment is through June 30, 2019, and will, thereafter, continue for consecutive fiscal quarters unless terminated by the Company or Mr. Singh. Mr. Singh, age 35, has been an independent director of the Company since April 20, 2018, and will continue to serve as a director during his employment as Interim Chief Executive Officer and President; however, Mr. Singh will not serve on any committees of the Board during his tenure. Mr. Singh is a partner of CoVenture, LLC, a multi-asset manager with funds in venture capital, direct lending, and crypto currency. He has served as a partner of CoVenture since June 2018. From 2017 – 2018, Mr. Singh served as the managing partner of Tera-Holdings, Inc., 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. In 2018, Mr. Singh joined the board of directors of Blockchain Power Trust (TSXV:BPWR.UN; TEP.DB); he also serves on the boards of directors of LottoGopher Holdings, LLC, Produce Pay, Inc. and EcoLogic Solutions, Inc.
The Compensation Committee of the Board approved the following compensation terms for Mr. Singh in connection with his appointment as Interim Chief Executive Officer and President of the Company: Mr. Singh will receive an initial base salary of $473,500, which is subject to annual review and adjustment; beginning with the fiscal year ending December 31, 2019, Mr. Singh will participate in the Company's short-term incentive plan ("STI") as in effect from time to time for executive officers. Mr. Singh's annual STI bonus target amount for the fiscal year ending December 31, 2019 is 75% of his then base salary earned in that fiscal year; and Mr. Singh will be granted 5,000 restricted shares of the Company's common stock under the PAR Technology Corporation 2015 Equity Incentive Plan (the "Plan"), which shares will vest on the earlier of (i) the closing share price of the Company's common stock being at or above the Performance Threshold for at least 60 consecutive trading days on the New York Stock Exchange (where "Performance Threshold" is defined as 130% of the average closing price of the Company's common stock in the immediate past 20 consecutive trading days prior to December 4, 2018) and (ii) the effective date of a Change of Control (as defined in the Plan).
On December 6, 2018, the Company issued a press release reporting Mr. Singh’s appointment as Interim President and Chief Executive Officer, as well as Dr. Foley’s resignation. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01Financial Statements and Exhibits.
PAR TECHNOLOGY CORP ExhibitEX-99.1 2 pressreleasemgtchange.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.
