The Board knows of no other matters that proxy will be voted as recommendedpresented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their discretion.

Yes, if you are a stockholder of Directors.  Therecord, you can revoke your proxy solicited hereby may be revoked at any time prior to its exercisebefore the final vote at the Annual Meeting by: (i) executing and returning to the address set forth above

The presence at the Meeting.

Pursuant to the Company’s Certificateour amended certificate of Incorporation, as amended in 2014, the Board ofincorporation, all Directors (the “Board”) is no longer classified under Section 141(d) of the General Corporation Law of the State of Delaware and directors are no longer divided into three classes.  Effective as of the 2015 Annual Meeting of Shareholders and each annual meeting of shareholders thereafter, all directors (other than those who may be elected by the holders of any series of preferred stock, voting as a separate class) are elected for a one-year term expiring at the next annual meeting of shareholders.  Each director shallstockholders.

At this Annual Meeting, five Directors are to be elected and, if elected, each Director will serve until the 2018 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified or, earlier, until his or her death, resignation, or removal. Therefore, at this Meeting, directors will be elected for a one-year term expiring at the Annual Meeting held in 2016.  The fourAll Director nominees of the Board of Directors are all currently members of the Board and have been nominated for electionre-election by the Board upon the recommendation of the Nominating and Corporate Governance Committee and each has consented to stand for re-election.  After the election of four directors at the Meeting, there will be one vacancy on the Board. The Board plans to fill the vacancy in due course following the selection of a suitable candidate, in accordance with our Certificate of Incorporation, as amended.

The names offollowing table sets forth information about the nominees, their agesCompany’s Directors, as of April 17, 2015,24, 2017, which are the year each first became a director are set forth inDirector nominees:

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

Paul D. Eurek.Eurek.   Mr. Eurek is the President of Xpanxion LLC (UST Global Group), serving in that capacity since 1998 when he founded the company. Privately held, Xpanxion is a professional services and software development company focused on cloud centric technology headquartered in Atlanta, Georgia. Mr. Eurek is also the co-founder and founding Chief Executive Officer of Hi Tech Partners Group, a start-up incubator and investment company, also founded in 1998. Since 2013, Mr. Eurek has served as a member of the board of directorsDirectors and is presently Chairman of the Board of Invest Nebraska Corporation, a 501(c)(3) corporation which operates as an investment and funding vehicle for the State of Nebraska and other organizations. Mr. Eurek previously served as the President and Chief Executive Officer of Compris Technologies, Inc. which he founded in 1992 and by 1997 grew to a global provider of retail enterprise systems when it was acquired by NCR Corporation. Mr. Eurek contributes his deep understanding of global hospitality technology, cloud based systems and implementation experience, executive and organizational management proficiencies and knowledge of strategic planning. Mr. Eurek is a member of the Audit Committee, Compensation Committee (Chair) and Nominating and Corporate Governance Committee of our Board of Directors.

Cynthia A. Russo.   Ms. Russo is the Executive Vice President and Chief Financial Officer of Cvent, Inc., a position she has held since September 28, 2015. Cvent is a cloud-based enterprise event management platform provider offering solutions to event planners for online event registration, venue selection, event management, mobile applications, email marketing and web surveys. From April 2010 until December 2014, Ms. Russo served as Executive Vice President and Chief Financial Officer of MICROS Systems, Inc., a provider of integrated software, hardware and services solutions to the hospitality and retail industries. On September 8, 2014, MICROS became an indirect, wholly-owned subsidiary of Oracle Corporation. Ms. Russo is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo brings financial acumen, risk management and organizational management proficiencies. Ms. Russo is a member of the Audit Committee (Chair), Compensation Committee and Nominating and Corporate Governance Committee of our Board of Directors, and serves as the Chairmanpresiding Director at executive sessions of the Compensation Committee and has been a Director since July 22, 2014.

Dr. John W. Sammon.   Dr. Sammon is the founder of the Company and served as the Company’s Chief Executive Officer, President, and Chairman of the Board until he retired from his management role in the Company and stepped down as Chairman of the Board in April 2011. Dr. Sammon also serves as a director on the boards of our subsidiaries PAR Government Systems Corporation and Rome Research Corporation. The extensive experience gained as leader of the Company since its inception, as well as from the various senior executive capacities he has held with the Company’s subsidiaries, gives Dr. Sammon an in depth understanding of the Company’s business and its customers. Dr. Sammon also brings to the Board his extensive leadership experience, strategic planning and broad organizational development expertise. In April 2011, Dr. Sammon was named Chairman Emeritus of the Board. Dr. Sammon has been a director of the Company since 1968.  Dr. Sammon is the father of Karen E. Sammon, an Executive OfficerChief of Staff of the Company serving as President of a wholly owned subsidiary of the Company, ParTech, Inc., and John W. Sammon, III, who serves as Vice President and General Manager of the SureCheck®SureCheck business within the Company’s restaurant and retail business segment, operated through the Company’s wholly-owned subsidiary ParTech, Inc.

Todd E. Tyler.Tyler.   Mr. Tyler is anthe Chief Executive in Residence for Battery Ventures L.P. a venture capitalOfficer, President and private equity firm which focuses on cutting-edge technology businesses, a position he has held since July 2014.  Mr. Tyler also serves as a Venture Partner for Frontier Capital which provides capital to middle market software and business services companies and has served in that capacity since January 2014.  In July, 2014, Mr. Tyler joinedmember of the Board of Directors of NetDocuments as an Executive Board Member serving asVibe HCM, Inc., a mentor to the management team.  NetDocuments is a cloud based softwareSaaS company providing documenthuman capital management solutions. Mr. Tyler also sits on the boards of numerous private SaaS companies and email management solutionsserves in an advisory capacity to the legal industry.certain private equity firms. From April 2001 to October 2013, Mr. Tyler was the Chief Executive Officer, President CEO and member of the Board of Directors of Lanyon, Inc. which provides cloud-based softwareprovided enterprise SaaS solutions for the meeting and events industry and transient hotel programs. In December 2012, Lanyon was acquired by Vista Equity Partners in December 2012.and was subsequently merged into Cvent. Prior to joining Lanyon, Mr. Tyler served as the Chief Financial Officer, General Counsel and member of the Board of Directors of a wholly owned subsidiary of CenterPoint Energy (formerly known as Reliant Energy, Inc.) from April 2000 to March 2001. Mr. Tyler is an attorney and a member in good standing of the State Bar of Texas and is also a financial expert within the meaning of the rules of the Securities and Exchange Commission.Texas. Mr. Tyler brings to the Board his financial reporting and risk management proficiencies, global hospitality technology experience, as well as a solid background in strategic planning and executive and organizational development. Mr. Tyler serves as the Chairmanis a member of the Nominating/Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and has been a Director since July 28, 2014.(Chair) of our Board of Directors.

The following table provides information about membership (including independence) and committee meetings in fiscal 2016 for each of the Board to constitute such other committees ascommittees:

Compensation Committee.  CommitteeIn 2013, the.   The Compensation Committee Charter was amendedoversees and restated to conform toadministers our executive compensation program. The Compensation Committee’s responsibilities include:

Reviewing, making recommendations to the Board, regardingand overseeing the leveladministration of our incentive compensation arrangements;

Reviewing and formapproving compensation of our executive officers; and

Reviewing and recommending to the Board the compensation for our non-employee directors in connection with service on the Board and its committees.directors.

Nominating and Corporate Governance Committee.  CommitteePursuant to the NYSE listing standards all members of the Committee are independent and pursuant to its charter a minimum of three independent directors must constitute the Nominating and Corporate Governance Committee unless there are less than three independent directors on the Board.  The Board has determined that each of the members of the reconstituted Nominating and Corporate Governance Committee has met the independence standards adopted by the Board which incorporate the independence requirements of NYSE listing standards..   The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities to:by:

Presiding Directoridentifying and Executive Sessions.  The independent directors have chosen Director Barsantirecommending qualified nominees for election to preside at regularly scheduled executive sessions of the independent directors during 2014 and during 2015 until the Annual Meeting.  Prior to May 22, 2014, this role was filled by former Director Sangwoo Ahn.  Among their duties and responsibilities in this capacity, the respective Presiding Directors chaired and had the authority to call and schedule Executive Sessions and communicated with the Chief Executive Officer and the Board to provide feedback and recommendations of the independent directors.  The independent directors met in executive session with only independent directors being present a total of 1 time during 2014.Board;

Communication with the Board.  Interested parties may send written communicationdeveloping and recommending to the Board as a group, the independent directors as a group, the Presiding Director, or to any individual director by sending the communication c/oset of corporate governance principles — our Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413.  Until the Meeting, upon receipt, the communication will be relayed to Director Barsanti if it is addressed to the Board as a whole, to the Presiding Director, or to the independent directors as a group, or, if the communication is addressed to an individual director, to the individual director.  Following the Meeting, such communications will be relayed to the director duly elected as the Chairman if it is addressed to the Board as a whole,Governance Guidelines; and to the duly elected Presiding Director if addressed to the independent directors as a group or, if the communication is addressed to an individual director, to the individual 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.

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, 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,

diversity reflecting a variety of Contentspersonal and professional experiences and background.

Our Compensation Committee believes that compensation paid to theour executive officers in fiscal 2016, including theour Named Executive Officers, in 2014 aswas consistent with and in furtherance of the above policies.policies and objectives. The primary responsibility of the Company’sour Chief Executive Officer and its other executive officers is the enhancement of shareholderstockholder value through balancing the requirements of long-term growth with the achievement of short term performance. The contributionextent of an executive officer has madeofficer’s contribution to achieve the Company’sachievement of our short term strategic performance objectives as well as that executive officer’s anticipated contribution toward long term objectives, provideprovides the basis upon which the executive officer’s individual compensation awards are established.established, and consequently earned and paid.

To meet its compensation policy objectives, the Company compensatedwe compensate our executive officers through a combination of Base Salary, Incentive Compensation (short-term)base salary, annual incentive compensation, which has a short-term cash incentive component (“STI”) and a long-term equity compensation component (“LTI”), Equity Compensation, Deferred Compensation,deferred compensation, and various other benefits, including medical and 401(k) plans, which are generally made available to all employees of the Company.our employees.

Base Salary.Salary.   In setting the annual base salary of theour Chief Executive Officer and in reviewing and approving the annual base salaries of the other executive officers, the Compensation Committee considered the salaries of executives in similar positions, the level and scope of responsibility, experience and performance of the individual executive officers, the financial performance of the Company and other overall general economic factors.

An objective of the Compensation Committee iswas to approve the salary for each executive officer, near the average midpoint for similar positions identified in the surveys, taking into accountconsidering variables such as industry, company size, geographic location, and comparison of duties. Consideration iswas also given to the individual performance of thatthe executive officer, the performance of the organization over which the executive officer has responsibility, the performance of the Company and general economic conditions (with each factor being weighted as the Compensation Committee deemsdeemed appropriate).

•   2016 Short-Term Incentive (“STI”) Compensation — In fiscal 2016, (1) Ms. Sammon’s individual bonus target for fiscal 2016 performance was 45% (below PBT target), 75% (at PBT target) and 105% (above PBT target) of her base salary, depending on PAR’s actual achievement of 80% to 120% of corporate PBT targets established by the Board and (2) Mr. Trinkaus’ individual bonus target for fiscal 2016 performance was 65%15% (below PBT target), while the percentage25% (at PBT target) and 35% (above PBT target) of his base salary, that could have been paid to Mr. Lynch and Mr. Jerabeck was 50%.  The calculation of the award is baseddepending on performance levelPAR’s actual achievement of greater than 80% to 120% of corporate PBT targets established by the Board. The corporate PBT targets were not met in fiscal 2016, accordingly, neither Ms. Sammon nor Mr. Trinkaus received any STI compensation for fiscal 2016.

Mr. Cicchinelli’s individual bonus target for fiscal 2016 performance was 25% (below PBT target), 50% (at PBT target) and 75% (above PBT target) of his base salary, depending on PAR Government Systems Corporation’s actual achievement of 94% to 125% of PAR Government Systems Corporation PBT targets established goal.by the Board. PAR Government Systems Corporation achieved its “at target” PBT for fiscal 2016, accordingly, Mr. Cicchinelli received $120,000, or 50% of his individual base salary for fiscal 2016 performance. To the extent earned, under this formula, cash payments were made following the completion of the Company’s yearlyour fiscal 2016 audit.

Additionally, as discussed under “Employment and conditionsSeverance Agreements” and included in the compensation and equity award tables below, as contemplated by their respective employment agreements, Ms. Sammon was granted non-qualified stock options for 50,000 shares of bothcommon stock, that vest ratably on the optionsanniversary of the grant date over three years, and the LTI Program awards made to Messrs. Casciano, Lynch and Jerabeck can be found as exhibits30,000 shares of performance vesting restricted stock, that vest in equal installments over three years subject to the Company’s Annual Report on Form 10-K for the year ending December 31, 2014 filed with the SEC on March 31, 2015.

Benefits and Perquisites..   The Company provides partial payment for medical, dental and vision insurance, 401(k) plan with profit sharing and disability and life insurance benefits to its Named Executive Officers consistent with that offered generally to itsall employees.  In addition, Named Executive Officers are provided a limited number of perquisites, the primary purpose of which is to minimize distractions from the executives’ attention to important Company objectives.

PAR Technology Corporation Retirement Plan.   The Named Executive Officers are eligible to participate in the PAR Technology Corporation Retirement Plan (the “Retirement Plan”). The Retirement Plan has a deferred profit-sharing component that covers substantially all the employees, of the Company including the Named Executive Officers. Contributions to the profit-sharing component of the Retirement Plan are made at the discretion of the Board. ThereNo contributions were no contributionsmade to the Company’s profit-sharing program made during 2014.in fiscal 2016. The Retirement Plan also contains a 401(k) provision that allows employees to contribute a percentage of their

Deferred Compensation.Compensation  The Company sponsors.   We sponsor a Non-Qualified Deferred Compensation Plan for a select group of highly compensated employees that includes thecertain of our Named Executive Officers. Participants may make voluntary deferrals of their salary and/or cash bonus to the plan in excess of tax code limitations that apply to the Company's Retirement Plan.plan. The Board also has the sole discretion to make Companyemployer contributions to the plan, on behalf of employee participants, although it did not make any such employer contributions in 2014.

Compliance with Internal Revenue Code Section 162(m).   Section 162(m) of the Internal Revenue Code of 1986, as amended, provides that compensation in excess of  $1,000,000 paid to the Named Executive Officers of a publicly held company will not be deductible for federal income tax purposes unless such compensation is paid pursuant to one of the enumerated exceptions set forth in Section 162(m). The Company’sOur primary objective in designing and administering its compensation policies is to support and encourage the achievement of the Company’s long-term strategic goals and to enhance stockholder value. In general, stock options granted under the Company’s 2005 and 2015 Equity Incentive PlanPlans are intended to qualify under and comply with the “performance based compensation” exemption provided under Section 162(m), thus excluding from the Section 162(m) compensation limitation any income recognized by executives at the time of exercise of such stock options. Because salary and bonuses paid to Named Executive Officers have been below the $1,000,000 threshold, the Committee has elected, at this time, to retain discretion over bonus payments, rather than to ensure that payments of salary and bonus in excess of  $1,000,000 are deductible. The Committee intends to review periodically the potential impacts of Section 162(m) in structuring and administering the Company’sour compensation programs.

Effective December 12, 2015, Matthew R. Cicchinelli was appointed to the position of President of PAR Government Systems Corporation and Rome Research Corporation. Mr. Cicchinelli entered into an employment agreement, which provides that amounthis employment is “at will”, and provides the following compensation components: (1) an annual base salary of  $240,000; (2) participation in our short-term