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(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION

(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:

Preliminary Proxy Statement
oPreliminary Proxy Statement
oConfidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

xDefinitive Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
PAR Technology Corporation TECHNOLOGY CORPORATION

(Name of Registrant as Specified in Itsits Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, Schedule, or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
Donald H. Foley
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:


Ronald J. Casciano
Chief Executive Officer and& President
PAR Technology Corporation

8383 Seneca Turnpike

New Hartford, NY 13413
[MISSING IMAGE: lg_par-4c.jpg]
April 17, 2015

23, 2018
Dear Shareholders:PAR Technology Corporation Stockholder:

You are invitedI am pleased to attendinvite you to PAR Technology Corporation’s 20152018 Annual Meeting of Shareholders (the “meeting”) toStockholders, which will be held on Thursday, May 28, 2015,Friday, June 8, 2018 at 10:00 AM, local time.  The Meeting will be helda.m. (local time), at the Turning Stone Resort Casino, Tower Meeting Rooms (Briar(Birch Room), 5218 Patrick Road, Verona, New York 13478.  During
At the meeting,Annual Meeting, we will present a report on PAR’s operations, followed by discussion of andbe voting onto elect the matters set forthsix Directors named in the accompanying NoticeProxy Statement, approve, on a non-binding, advisory basis, the compensation of 2015our Named Executive Officers, ratify the appointment of BDO USA, LLP, as our independent auditors for 2018, and act upon such other matters as may properly come before the Annual Meeting of Shareholders and Proxy Statement and discussion of other business matters properly brought before the meeting.  There will also be time for questions.or any adjournments or postponements thereof.

This Proxy Statement provides information about PAR that is of interest to all shareholders and presents informationAdditional details regarding the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our Annual Report on Form 10-K for the year ended December 31, 2017. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the meeting.2018 Annual Meeting. Voting by proxy does not deprive you of your right to attend the Annual Meeting.

I sincerely hope you will attend our Annual MeetingAs discussed in the accompanying Proxy Statement, if your shares of Shareholders on May 28, 2015.  Under New York Stock Exchange Rules,common stock are not registered in your name, but rather in the name of your broker, bank, or other nominee, in the absence of voting instructions from you, your broker, bank, or other nominee is not permitted to vote your shares on your behalf in an uncontested electionon any of directors or corporate governance matters supported by management unless you provide specific instructions. As a result, taking an active role in the voting of your shares has become more important than ever before. non-routine proposals to be considered at the Annual Meeting.
Whether or not you planexpect to attend the 2018 Annual Meeting, please vote over the telephone or the Internet, or, if you canreceive a proxy card by mail, by completing and returning the proxy card, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote in person at the Annual Meeting. However, please note that if your shares are representedheld of record by a broker, bank, or other nominee and you wish to attend and vote at the meeting by promptly voting and submittingAnnual Meeting, you must obtain a proxy issued in your proxy over the Internet, by telephone,name from your broker, bank, or if you have requested a hard copyother nominee.
On behalf of the proxy materials, by completing, signing, dating and returningBoard of Directors, I would like to express our appreciation for your proxy formcontinued interest in the prepaid envelope provided with the form.

PAR Technology Corporation.
Sincerely,
/s/ Ronald J. Casciono[MISSING IMAGE: sg_donald-foley.jpg]
Chief Executive Officer and& President
[MISSING IMAGE: lg_par-nyse.jpg]

Important Notice of Internet Availability of
Proxy Materials for the Shareholder Meeting to be held at 10:00 AM local time on May 28, 2015:

The Proxy Statement, Proxy Card and the 2014 Annual Report on Form 10-K are available at:
www.partech.com/investors/proxy

You can access Internet voting at:
www.investorvote.com/PAR

You can access toll free Telephone voting at:
1-800-652-VOTE (8683)
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Printed Using Soy Ink

[MISSING IMAGE: lg_par-4c.jpg]
PAR Technology is concerned about our environment and preserving our world’s natural resources.  If you are accessing this document on line, please consider the environment before you print.  If you are reviewing a hard copy of this document, when you are finished, please be considerate of the environment and recycle.Corporation
8383 Seneca Turnpike, New Hartford, NY 13413-4991

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2015 Proxy Summary

This summary is intended to provide a quick source for information contained elsewhere in this Proxy Statement.  This summary does not contain all the information a shareholder should consider and you are encouraged to read the entire Proxy Statement carefully before voting your shares.

Annual Meeting Information:
·Date and Time:
Thursday, May 28, 2015 at
10:00 AM, local time
·Place:
Turning Stone Resort
Tower Meeting Rooms (Briar Room)
5218 Patrick Road
Verona, New York 13478
·Record Date:
March 30, 2015

Meeting Agenda:
·Call to Order
·Report of Operations
·Questions
·Election of Directors
·Approval of the PAR Technology Corporation 2015 Equity Incentive Plan
·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
·Transact such other business as may properly come before the meeting

Matters to be voted upon:
Matter
Board’s
Recommended Vote
Page Reference
for more detail
·Election of Directors
FOR the Director Nominees3
·Approval of the PAR Technology Corporation 2015 Equity Incentive Plan
FOR27
·Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers
FOR31
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NOTICE OF 2015
2018 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MAY 28, 2015

STOCKHOLDERS
Dear PAR Technology Shareholder:

Corporation Stockholder:
The 20152018 Annual Meeting of ShareholdersStockholders (the “Annual Meeting”) of PAR Technology Corporation, a Delaware corporation (the “Company”, “PAR”, “we”, “us”, or “our”), will be held as follows:
Date:Friday, June 8, 2018.
Time:10:00 a.m. (local time).
Place:Turning Stone Resort Casino, Tower Meeting Rooms (Birch Room), 5218 Patrick Road, Verona, New York 13478.
Record Date:April 16, 2018.
Items of Business:To elect the six Director nominees named in the accompanying Proxy Statement to serve until the 2019 Annual Meeting of Stockholders;
To approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers;
To ratify the appointment of BDO USA, LLP as our independent auditors for 2018; and
To transact other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Friday, June 8, 2018 at 10:00 a.m. (local time) at the Turning Stone Resort Casino, in Verona, New York. As of the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders and beneficial owners will have the ability to access all of our proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials.
By Order of the Board of Directors,
[MISSING IMAGE: sg_donald-foley.jpg]
Donald H. Foley,
Chief Executive Officer and President

New Hartford, New York
April 23, 2018
You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the Internet or, if you receive a proxy card by mail, by completing and returning the proxy card, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials or, if you receive a proxy card by mail, the instructions are printed on your proxy card. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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PAR Technology Corporation
8383 Seneca Turnpike
New Hartford, New York 13413-4991
April 23, 2018
2018 ANNUAL MEETING OF STOCKHOLDERS
To be held June 8, 2018

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 for use at our 2018 Annual Meeting of Stockholders to be held on Friday, June 8, 2018 at 10:00 a.m. (local time) at the Turning Stone Resort Casino, Tower Meeting Rooms (Briar(Birch Room), 5218 Patrick Road, Verona, New York 1347813478. This Proxy Statement and the proxy and voting instruction card are first being sent or made available to our stockholders on Thursday, May 28, 2015, at 10:00 AM, local time, for the following purposes:or about April 23, 2018.

INFORMATION ABOUT THE PROXY MATERIALS AND VOTING
1.To elect four (4) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders;
2.To approve the PAR Technology Corporation 2015 Equity Incentive Plan;
3.To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and
4.To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Annual Meeting.

The Board of Directors has set March 30, 2015 as the record date for the Annual Meeting.  This means that owners of the Company's Common Stock at the close of business on March 30, 2015 areWho is entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements thereof.  A list of shareholders as of the close of business on March 30, 2015 will be made available for inspection by any shareholder, for any purpose relating to the  Annual 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.

Every shareholder’s vote is important.  Whether or not you plan to attend in person, we request you vote as soon as possible.  Most shareholders have the option of voting their shares by telephone or via the Internet.  If such methods are available to you, voting instructions are printed on your proxy card or otherwise included with your proxy materials. If you have requested a hard copy of the proxy materials, you may also vote by the traditional means of completing and returning the proxy card in the accompanying postage prepaid envelope. If you vote by the telephone or Internet, there is no need to return your proxy card.

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; or (iv) voting at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Viola A. Murdock
Secretary

April 17, 2015
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PAR Technology Corporation
8383 Seneca Turnpike, New Hartford, NY  13413-4991

April 17, 2015

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PAR Technology Corporation (the “Board”), a Delaware corporation (the “Company”), for use at the Annual Meeting of Shareholders to be held at 10:00 AM, local time, on Thursday, May 28, 2015, at Turning Stone Resort, Tower Meeting Rooms (Briar Room), 5218 Patrick Road, Verona, New York 13478 and at any postponement or adjournment thereof.  The approximate date on which this Proxy Statement, the form of proxy and Annual Report for the fiscal year ending December 31, 2014 are first being sent or given to shareholders is April 17, 2015.

Purpose of Meeting
At the meeting, the shareholders will be asked to consider and vote on the following matters:
1.To elect four (4) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders;
2.To approve the PAR Technology Corporation 2015 Equity Incentive Plan;
3.To obtain a non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers; and
4.To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Annual Meeting.

Each of the proposals is described in more detail in this Proxy Statement.

Record Date, Voting Rights, Methods of Voting
Meeting?
Only shareholdersstockholders of record of our common stock at the close of business on March 30, 2015 will beApril 16, 2018, the Record Date, are entitled to notice of, and to vote at, the Meeting or any postponements or adjournments of theAnnual Meeting. As of that date,On April 16, 2018, there were 15,566,59916,028,146 shares of the Company's Common Stock, par value $0.02 per share (the “Common Stock”), outstanding and entitled to vote.  Treasury shares are not voted.common stock outstanding. Each share of Common Stock entitles the shareholdercommon stock is entitled to one vote on all matters to come beforevote.
Distribution of Proxy Materials; Notice of Internet Availability of Proxy Materials (the “Notice”).
As permitted by the Meeting including the electionrules of the Directors.Securities and Exchange Commission (“SEC”), on or about April 23, 2018, we sent the Notice to our stockholders as of April 16, 2018. 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, 2017, on the Internet at www.investorvote.com/PAR or to request a printed or electronic set of the proxy materials at no charge. Instructions on how to access the proxy materials over the Internet and how to request a printed copy may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. The holders of shares representing a majority, or 7,783,300 shares, represented in personNotice also instructs you on how to vote through the Internet or by proxy, shall constitutetelephone.
Stockholder of Record; Shares Registered in Your Name.
If on April 16, 2018 your shares were registered directly in your name, then you are a quorum to conduct business.

Broker discretionary voting (voting without specific instruction from the shareholder) has been eliminated in connection with uncontested electionstockholder of directorsrecord and corporate governance matters supported by management.  As a result, broker discretionary voting will not be allowed with respect to any of the above proposals. Every shareholder is encouraged to participate in voting.
The Company has also been advised that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to escheat to the state in which the shareholder was last known to reside.  One way shareholders can ensure their account is active is to vote their shares.

Shareholdersyou may vote in person or by proxy.  Shareholders of record canat the Annual Meeting, vote by telephone, viaproxy over the Internet or atby phone by following the Meeting.instructions provided in the Notice or, if you request and receive printed copies of the proxy materials by mail, you may vote by mail. If you are a beneficial shareholder, please refer to your proxy card or the information forwarded to you by your bank, broker or other holder of record to identify which voting 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 Eastern Time on May 28, 2015.

A shareholder’s right to attend the Meeting and vote in person will not in any way be affected by the method by which the shareholder has voted.  The last vote of the shareholder is controlling.  If shares are held in the name of a bank, broker or other holder of record, the shareholder must obtain a proxy,properly executed in their favor, from the holder of recordtime to be able to vote at the Meeting.  All shares that have been properly voted and not revoked will be voted at the Meeting.  When proxies are returned properly executed,Annual Meeting, the shares represented by the proxiesproxy will be voted in accordance with the directionsinstructions you provide. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.
Beneficial Owners; Shares Registered in the Name of a Broker, Bank, or Other Nominee.
If on April 16, 2018 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,
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bank, or other nominee regarding how to vote your shares. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank, or other nominee.
Matters to be voted on at the Annual Meeting.
We are asking out stockholders to consider and vote on the following matters:
•    Proposal 1:
Election of the shareholder.  In those instances where proxy cards are signedsix Directors nominees named in this Proxy Statement to serve until the 2019 Annual Meeting of Stockholders;
•    Proposal 2:
Approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers; and returned, but fail to specify
•    Proposal 3:
Ratification of the shareholder’s voting instructions, the shares represented byappointment of BDO USA, LLP as our independent auditors for 2018.
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 their discretion.
How do I vote my shares?
You may vote your shares:
In Person:
Attend the Annual Meeting and vote in person. If you are a beneficial owner, be sure to obtain a valid proxy from your broker, bank, or other nominee.
By Mail:
If you received our proxy materials by mail, simply complete, sign, and date the Boardaccompanying proxy card and return it promptly in the postage-paid envelope provided.
By Telephone:
To vote over the telephone, call toll-free 1-800-652-VOTE (8683). Your telephone vote must be received by 3:00 a.m., Eastern Time, on June 8, 2018 to be counted.
By Internet:
To vote through the Internet, go to www.investorvote.com/PAR or scan the QR code with your smartphone. Your Internet vote must be received by 3:00 a.m., Eastern Time, on June 8, 2018 to be counted.
Can I change my vote after submitting my proxy?
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

submitting a duly executed proxy bearing a later date; (ii) voting on

granting a later date viasubsequent proxy by telephone or through the Internet; (iii)

giving written notice of revocation to thePAR Technology Corporation’s Corporate Secretary of the Companyprior to or at the address set forth above;Annual Meeting; and

attending the Annual Meeting and voting in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
Your most current proxy card or (iv) votingtelephone or Internet proxy will be counted. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will need to follow the instructions provided by your broker, bank, or other nominee as to how you may revoke your proxy.
What constitutes a quorum?
The presence at the Meeting.

Voting

With respect to the election of the Directors, a shareholder may: (i) vote “FOR” the nominees namedAnnual Meeting, in this Proxy Statement;person or (ii) “WITHHOLD AUTHORITY” to vote for any or all such nominees.  The election of the Directors requires a plurality of the votes cast.  Accordingly, withholding authority to vote for any Director nominee will not prevent the nominee from being elected.

With respect to the approval of the PAR Technology Corporation 2015 Equity Incentive Plan, a shareholder may: (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting.  A “FOR” vote of a majority of votes cast by the holders of Common Stock present and represented by proxy, and entitled to vote on this proposal (a quorum being present) is required to approve the 2015 Equity Incentive Plan.  A vote to “ABSTAIN” from voting on this matter has the legal effect of a vote “AGAINST” the matter.  This is a “non-routine” proposal and therefore, banks and brokers that have not received voting instructions from their clients cannot vote on their clients’ behalf in connection with this proposal.  These “non-voted shares” will be considered shares not present and entitled to vote on this matter, although such shares may be considered present and entitled to vote for other purposes and will count for purposes of determining the presence of a quorum.

With respect to the non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers, a shareholder may: (i) vote “FOR”; (ii) vote “AGAINST”; or (iii) “ABSTAIN” from voting.  For this proposal, the vote is advisory and not binding on us or the Board in any way.  Therefore, there is no vote required for approval.  However, the Board and the Compensation Committee will take into account the outcome of the vote when making future decisions regarding our executive compensation programs.

With respect to any other matter that properly comes before the Meeting, the affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxyour common stock outstanding on April 16, 2018 is necessary to constitute a quorum and to conduct business at the Annual Meeting.
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What is an abstention and how will abstentions be treated?
An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares voting “abstain” will have no effect on any of the proposalproposals before the Annual Meeting.
What if I return a proxy card but do not make specific choices?
If you are a stockholder of record on April 16, 2018 and you return a properly executed, timely received and unrevoked proxy card without marking any voting selections, your shares will be required for approval.voted:
Electronic Access to Proxy Materials and Annual Report
•    Proposal 1:
This“For” election of the six Director nominees named in this Proxy Statement Formto serve until the 2019 Annual Meeting of ProxyStockholders;
•    Proposal 2:
“For” approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers; and
•    Proposal 3:
“For” ratification of the appointment of BDO USA, LLP as our independent auditors for 2018.
If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares in his discretion.
If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, and you do not give instructions to your broker, bank or other nominee, then your broker, bank, or other nominee may not vote your shares for Proposal 1 or Proposal 2 and the Company’s Annual Reportshares will be treated as broker non-votes. Proposal 3 is considered a routine matter.
What are broker non-votes?
A broker non-vote occurs when shares held by a broker, bank, or other nominee in “street name” for a beneficial owner are not voted with respect to its shareholdersa proposal because the nominee (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker, bank or other nominee is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. Broker non-votes are counted as present for purposes of determining a quorum.
Votes required and Board recommendations.
Proposal No. 1: Election of Directors
Vote RequiredBoard Recommendations
You may: (1) vote “For” the Director nominees or (2) “Withhold” authority to vote for any or all Director nominees. Directors will be elected by a plurality of votes cast, which means the six Director nominees receiving the most “For” votes will be elected. Withholding authority to vote for a Director nominee will not prevent the nominee from being elected. Broker non-votes will not be counted in evaluating the results of the vote.Board unanimously recommends a “For” all six Director nominees named in this Proxy Statement.
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Proposal No. 2: Non-Binding, Advisory Vote to Approve the Compensation of our Named Executive Officers
Vote RequiredBoard Recommendations
You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented either in person or by proxy and entitled to vote on this proposal is required to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers. Broker non-votes will not be counted in evaluating the results of the vote. This advisory vote on executive compensation is non-binding on the Board.Board unanimously recommends a vote “For” the approval of the compensation of our Named Executive Officers.
Proposal No. 3: Ratification of the Appointment of BDO USA, LLP, as our Independent Auditors for 2018
Vote RequiredBoard Recommendations
You may: (1) vote “For”; (2) vote “Against” or (3) “Abstain” from voting. The affirmative vote of a majority of votes cast by holders of shares present or represented either in person or by proxy and entitled to vote on this proposal is required to ratify the appointment of BDO USA, LLP as our independent auditors for 2018. Brokers, banks and other nominees have discretionary authority to vote on this proposal.Board unanimously recommends a vote “For” the ratification of BDO USA, LLP as our independent auditors for 2018.
Who is paying for this proxy solicitation?
We will pay for the year ended December 31, 2014, including audited consolidated financial statements are available on the Company’s web site at www.partech.com/investors/proxy.

Proxy Solicitation and Costs
entire cost of soliciting proxies. In addition to the use of the Internetproxy materials, our Directors and mail service, directors, officers, employees and certain stockholders of the Company may also solicit proxies on behalf of the Company personally,in person, by telephone or by facsimile or electronic transmission.  Noother means of communication. Directors and employees will not be paid any additional compensation will be paid to such individuals.  The Company will bearfor soliciting proxies. We may also reimburse brokerage firms, banks, and other agents for the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of the Notice of Internet Availability, this Proxy Statement and any additional information furnished to shareholders.  The Company will also bear the cost of the charges and expenses of brokerage firms and others forwarding the solicitation materialproxy materials to beneficial owners of shares ofowners.
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PROPOSAL 1 — ELECTION OF DIRECTORS
At this Annual Meeting, six Directors are to be elected and, if elected, each Director will serve until the Company’s Common Stock.  The Internet and telephone voting procedures are designed to verify a shareholder’s identity, allows the shareholder to give voting instructions and confirm that such instructions have been recorded properly.

Proposal 1:  Election of Directors

Pursuant to the Company’s Certificate of Incorporation, as amended in 2014, the Board of 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 20152019 Annual Meeting of ShareholdersStockholders 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 shall serve 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 beAll Director nominees are current Directors. Drs. Foley and Sammon and Ms. Russo were elected for a one-year term expiringby the stockholders at the 2017 Annual Meeting held in 2016.  The fourMeeting. All Director nominees of the Board of Directors are all currently members of the Board and have been nominated for election by the Board uponbased on the recommendation of the Nominating and Corporate Governance Committee. Messrs. Stoffel and Rauch were recommended to the Nominating and Corporate Governance Committee for consideration by a non-management director and each has consentedstockholder and Mr. Singh was recommended to standthe Nominating and Corporate Governance Committee 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.

consideration by stockholders. The Board has no reason to believe that any of the Director nominees will beare unable or unwilling to serve, and each Director nominee has consented to be named in this Proxy Statement and to serve if elected.  In
The following table sets forth information about the event that anyCompany’s Directors and Director nominees:
DirectorAgeDirector SincePositions and Offices
Independent(1)
Dr. Donald H. Foley732016Chief Executive Officer and President of the Company and President of ParTech, Inc.No
Douglas G. Rauch662017
(November)
Yes
Cynthia A. Russo482015Yes
Dr. John W. Sammon791968No
Savneet Singh342018
(April)
Yes
Dr. James C. Stoffel722017
(November)
Yes
(1)
Independent under the listing standards of the nominees shall become unable or unwilling to accept nomination or election as a director, it is intended that such shares will be voted, by the persons named in the Form of Proxy, for the election of a substitute nominee selected by the Board, unless the Board should determine to reduce the number of directors pursuant to the By-Laws of the Company.New York Stock Exchange (NYSE) and our Corporate Governance Guidelines.

The names of the nominees, their ages as of April 17, 2015, the year each first became a director are set forth in the following table.

Nominees for DirectorAgeDirector Since
Ronald J. Casciano612013
Paul D. Eurek552014
Dr. John W. Sammon761968
Todd E. Tyler522014

The Board of Directors unanimously recommends a vote FOR the proposal to elect Messrs. Casciano, Eurek, Tyler and Dr. Sammon.  ForUnless a contrary direction is indicated, shares represented by valid proxies and not so marked as to withhold authority to vote for the nominees will be voted FOR the election of each of the above Director nominees.
35

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES
Directors and Director Nominees
Below are summaries of the background, business experience and description of the principal occupation of each of the nominees.

Ronald J. Casciano.  Mr. Casciano was appointed Director and named Chief Executive Officer and Director nominee.
Dr. Donald H. Foley.   Biographical information regarding Dr. Foley is presented below under “Executive Officers”.
Douglas G. Rauch.   Mr. Rauch joined PAR’s Board of Directors on November 29, 2017. Mr. Rauch spent 31 years with Trader Joe’s Company, the last 14 years as a President until his retirement in June 2008. Mr. Rauch is the Founder/President of PAR Technology CorporationDaily Table, an innovative non-profit retail solution tackling the issue of hunger/obesity, targeting over 49 million food insecure Americans. He previously served as CEO of Conscious Capitalism, Inc. from August 2011 to July 2017, where he continues to serve as a director. Mr. Rauch is currently a trustee at Olin College of Engineering and 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 March 2013the 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, including grocery and contract food organizations.
Cynthia A. Russo.   Ms. Russo is the Executive Vice President and Chief Financial Officer of Cvent, Inc., a position she has been Treasurerheld 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 Company since 1995.  Prior to his promotion to CEOhospitality and President, Mr. Casciano,retail industries. On September 8, 2014, MICROS became an indirect, wholly-owned subsidiary of Oracle Corporation. Ms. Russo is a Certified Public Accountant had been Vice President, Chief Financial Officer and Treasurer of the Company since June 1995.  In May 2012, he was promoted to Senior Vice President.  Mr. Casciano held the office of Chief Accounting Officer of the Company from 2009 until his promotion in May 2012.  Having joined the Company in 1983, Mr. CascianoCertified Internal Auditor. Ms. Russo brings to the Board his financial acumen, risk management experience and knowledge of the Company’s operations gained from the several leadership roles and broad based management responsibilities he has had with the Company, including accounting, finance, investor relations, information technology, human resources, facilities and currently as Chief Executive Officer of the Company.  Mr. Casciano formerly served as a member of the Board of Directors and Chairman of the Audit Committee of Veramark Technologies, Inc., a position he held from 2011 until the sale of that company in 2013.

Paul D. 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 directors 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. Eurekto the Board. Ms. Russo serves as the Chairmanpresiding Director at executive sessions of the Compensation Committee and has been a Director since July 22, 2014.

independent Directors.
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 asSenior 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.Savneet Singh.   Mr. Tyler is an Executive in Residence for Battery Ventures L.P. a venture capital 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. TylerSingh joined thePAR’s Board of Directors in April 2018. In 2017, Mr. Singh co-founded Tera Holdings, Inc., a holding company of NetDocuments as an Executive Board Member serving as a mentor to the management team.  NetDocuments is a cloud basedniche software company providing document and email management solutions to the legal industry.  From April 2001 to October 2013, Mr. Tyler was the President, CEO and member of the Board of Directors of Lanyon, Inc. which provides cloud-based software for the meeting and events industry and transient hotel programs.  Lanyon was acquired by Vista Equity Partners in December 2012.  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.  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. Tylerbusinesses; he currently serves as the Chairman of the Nominating/Corporate Governance Committee and has been a Director since July 28, 2014.
DEPARTING DIRECTOR

Below is a summary of the background, business experience and description of the principal occupation of departing director, John S. Barsanti.

John S. Barsanti.its Managing Partner. Mr. Barsanti has been the Chief Operating Officer for the Roman Catholic Diocese of Syracuse since April 2010.  The diocese serves Catholic members living in seven counties in central New York overseeing parishes, Catholic Schools, and other entities within those counties.  Ensuring the diocese has effective operational controls and processes Mr. Barsanti assists the presiding Bishop with strategic business decisions.  Since 2004, Mr. BarsantiSingh has also been a memberpartner and a director of Torridon Companies,CoVenture, LLC, a venture capital firm since March 2017. In 2009, Mr. Singh founded 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 Produce Pay, Inc. and EcoLogic Solutions, Inc. As an entrepreneur and investor in software companies, Mr. Singh brings unique insight and a strategic perspective to our software solutions business.
6

TABLE OF CONTENTS
Dr. James C. Stoffel.   Dr. Stoffel joined PAR’s Board of Directors on November 29, 2017. Since 2006, Dr. Stoffel has held the position of General Partner of Trillium International, a private equity firm, based in Syracuse, New York.  Mr. Barsanti foundedand is a senior advisor to private equity companies. From 1997 – 2005, Dr. 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, Dr. Stoffel had a 20-year career with Xerox Corporation, serving as Vice President of Corporate Research and Technology; Vice President and General Manager of Advanced Imaging Business Unit; Vice President and Chief Engineer; and other executive positions. Dr. Stoffel currently serves on the Barsanti Group consulting businessboard of directors of Harris Corporation (HRS), where he serves as a member of its corporate governance committee, and has beenon the CEO since its establishment in 2004 assisting family owned companies to improve operations in turnaround situations.  Fromboard of directors of Aviat Networks, Inc. (AVNW), where he served as a lead independent director from July 20002010 to February 2004, Mr. Barsanti served as President2015. Dr. Stoffel serves on the President’s Advisory Council at the University of Crane Merchandising Systems (CMS).  CMSNotre Dame, is a manufacturer of automatic merchandising equipment with distribution networks around the world.  Mr. Barsanti brings to the Board his financial acumen, being qualified as a financial expert within the meaningLife Fellow of the rulesInstitute of Electrical and Electronics Engineers (IEEE) and Trustee Emeritus of the SecuritiesGeorge Eastman Museum. Dr. Stoffel’s technical, research and Exchange Commission; business operationaldevelopment and technology assessment background, together with his investment and capital markets expertise, and extensive public company board experience, provides us with valuable perspectives and his knowledge of financial reportingcritical our strategy, management, and risk management.  Mr. Barsanti serves as the Chairman of the Board, was selected by the independent directors to be the Presiding Director of the Independent Directors and is Chairman of the Audit Committee.  Mr. Barsanti has been a Director since July 2, 2014.corporate governance.

EXECUTIVE OFFICERS

Executive Officers
The following lists all persons who served astable sets forth information about our executive officers of the Company during all or part of 2014, and all persons chosen to become executive officers in 2015, their respective ages as of April 17, 2015, positions held by such persons and occupations for the last five years.  Unless otherwise stated, all of the current executive officers of the Company are serving open ended terms.  There is no arrangement or understanding between any executive officer and any other person pursuant to which the executive officer was selected.23, 2018.

NameAgePositions heldand Offices
Ronald J. Casciano (1)
Dr. Donald H. Foley
6173Chief Executive Officer, President, and Treasurer, PAR Technology CorporationDirector of the Company and President of ParTech, Inc.
Lawrence W. Hall (2)
Bryan A. Menar
43Chief Financial Officer and Vice President of the Company
Matthew R. Cicchinelli55President, PAR Springer-Miller Systems, Inc.
Stephen P. Lynch (3)
58President of PAR Government Systems Corporation and Rome Research Corporation
Viola A. Murdock (4)
59
·  Vice President, General Counsel & Secretary, PAR Technology Corporation
·  Senior Corporate Counsel, Acting Secretary, PAR Technology Corporation
Karen E. Sammon (5)
50President, ParTech, Inc.
Matthew J. Trinkaus (6)
32
·  Corporate Controller and Chief Accounting Officer, PAR Technology Corporation
·  Assistant Corporate Controller, PAR Technology Corporation
Donald H. Foley.   Dr. Foley has served as our Chief Executive Officer and President since April 2017, and as a Director since 2016. Dr. Foley has more than 35 years of technology-based government contracting and organizational management experience, risk management, and strategic planning, in both the private and public sectors. Dr. Foley is the sole proprietor of Martingale Consulting, an executive level and strategic, managerial, and business development services firm, which Dr. Foley founded in 2011. From 1991 to 2011, Dr. Foley held various senior executive positions at Science Applications International Corporation (“SAIC”, currently Leidos Holdings, Inc.), one of the nation’s largest government contractors, providing scientific, engineering, systems integration and technical services and solutions to all branches of the U.S. Military, agencies of the U.S. Department of Defense, the Intelligence Community, the U.S. Department of Homeland Security and other U.S. Government civil agencies, as well as to customers in selected commercial markets. At SAIC, Dr. Foley served as Executive Vice President from 2005 to 2011, as Group President of the Research and Intelligence Group from 1991 to 2005, and as a member of the board of directors from 2002 to 2007. Since 2011, Dr. Foley has served on the boards of directors of two private companies, Thomas Somerville Co., and T.S. Realty Co., and on the board of directors of Government Secure Solutions CGI (GSSC), Inc., an indirect, non-public subsidiary, of CGI Group Inc., whose securities are registered on the NYSE and the Toronto Stock Exchange.
(1)On March 25, 2013, Mr. Casciano was named Chief Executive Officer and President and continues to hold the office of Treasurer of PAR Technology Corporation.  Mr. Casciano, a Certified Public Accountant, had been Vice President, Chief Financial Officer and Treasurer of the Company since June 1995.  In 2012, he was promoted to Senior Vice President.  Mr. Casciano held the office of Chief Accounting Officer of the Company from 2009 to May 2012.
Bryan A. Menar.   Mr. Menar joined the Company as Chief Financial Officer and Vice President on January 3, 2017. From January 2015 to January 2017, Mr. Menar served as Vice President, Financial Planning and Analysis of Chobani, LLC, a producer of Greek Yogurt products based in Central New York. In this role, Mr. Menar was responsible for corporate financial analysis, including forecasting, budgeting, business reviews and financial presentations for both internal and external stakeholders and partners. From October 2012 to December 2014, Mr. Menar served as Director of Financial Planning and Analysis for Chobani. In addition, Mr. Menar served as a consultant with J.C. Jones & Associates, a national business consulting firm, from 2010 to 2012, and as Vice President, Merchant Bank Controllers, of Goldman Sachs & Co. from 2002 – 2010. Mr. Menar is a Certified Public Accountant.
57

Matthew R. Cicchinelli.   Mr. Cicchinelli was named President of Contents
(2)Mr. Hall was named President, PAR Springer-Miller Systems, Inc., a wholly owned subsidiary of the Company and part of the Company’s Hospitality business segment, in August 2008.  Prior to joining the Company, Mr. Hall was President and Chief Executive Officer of Hotel Booking Solutions, Inc.
(3)Mr. Lynch was named President of two of the Company’s wholly owned subsidiaries in its Government business segment, PAR Government Systems Corporation and Rome Research Corporation, in January 2008.  Prior to his appointment, Mr. Lynch servedPAR Government Systems Corporation and Rome Research Corporation effective December 12, 2015. Mr. Cicchinelli joined PAR in 2011 as Executive Vice President of PAR Government Systems Corporation from July 2006 to January 2008.
(4)Ms. Murdock was named Vice President, General Counsel & Secretary of the Company effective September 17, 2014.  Prior to her promotion Ms. Murdock served as Senior Corporate Counsel since 1996 and Acting Secretary since 2013.
(5)Ms. Sammon was named President, ParTech, Inc., a wholly owned subsidiary and part of the Company’s Hospitality business segment focusing on restaurant and retail products, in April 2013.  Ms. Sammon is the former Senior Vice President of The CBORD Group, Inc. (“CBORD”) which she joined in 2010.  CBORD is a provider of cashless card solutions, food and nutrition service management software, and integrated security solutions for colleges and universities, healthcare facilities, supermarkets, and corporations.  While at CBORD, Ms. Sammon had responsibility for strategic planning and P&L management of the US and Asia-Pacific operations.  Prior to joining CBORD, Ms. Sammon held a variety of positions with ParTech, Inc. from 1993 to 2010, including Chief Product & Strategy Officer; President, PAR Software Solutions; Vice President, Business Development and Director of Marketing.  Ms. Sammon is the daughter of Dr. John W. Sammon, Director, Chairman Emeritus and Founder of the Company and the sister of John W. Sammon, III, who serves as Vice President and General Manager of the SureCheck® business within ParTech, Inc.
(6)Mr. Trinkaus was named Chief Accounting Officer effective March 31, 2015.  A Certified Public Accountant, Mr. Trinkaus holds this position concurrent with the position of Corporate Controller which he has held since January 1, 2015.  Mr. Trinkaus joined the Company in January of 2013, as Assistant Corporate Controller.  Before joining the Company, Mr. Trinkaus served as Vice President, Assistant Corporate Controller with NBT Bancorp, beginning in November 2011.  From April 2010 to November 2011, Mr. Trinkaus worked as a Senior Audit Associate with KPMG LLP.
The following lists those Executive Officers whoDirector for Operations, and in 2013 was promoted to Vice President, Intelligence, Surveillance and Reconnaissance (“ISR”) Innovations. Prior to joining PAR, Mr. Cicchinelli served in that capacity during all or any partvarious senior roles with the United States Marine Corps and the Department of 2014Defense with a focus on command and part of 2015 but have separatedcontrol, ISR technologies, and strategic plans and policies. Mr. Cicchinelli retired from the Company prior to April 17, 2015.

NameAgePositions
Robert P. Jerabeck (1)
59Executive Vice President and Chief Operating Officer, PAR Technology Corporation
Steven M. Malone (2)
34
·  Vice President, Corporate Controller and Chief Accounting Officer, PAR Technology Corporation
·  Controller, ParTech, Inc.

(1)Mr. Jerabeck was appointed Executive Vice President and Chief Operating Officer of the Company in April 2013.  Prior to joining the Company, Mr. Jerabeck, held various positions with a unit of Honeywell International Inc., Honeywell Scanning and Mobility, a global supplier of data collection and management solutions for in-premises, mobile and wireless applications.  From March 2012 until joining the Company, Mr. Jerabeck served as Director, Quality Assurance, and, from May 2011 through September 2012, he led the integration of the EMS Global Tracking and LXE businesses acquired by Honeywell Scanning and Mobility.  Mr. Jerabeck served as Chief Technology Officer for Honeywell Scanning and Mobility from January 2008 to May 2011.  Mr. Jerabeck separated from the Company on April 15, 2015 when the Company eliminated the position of Chief Operating Officer.
(2)Mr. Malone, a Certified Public Accountant, was named Vice President and Chief Accounting Officer of the Company in May 2012.  Mr. Malone held these positions concurrently with the position of Controller, ParTech, Inc. a position he held since August 2014 and Corporate Controller, a position he held from June 2010 through December 31, 2014. Mr. Malone joined the Company in May 2009 as the Director of Financial Analysis and Planning. Mr. Malone separated from the Company on March 31, 2015 to pursue another opportunity.
CORPORATE GOVERNANCE

As providedDirector Independence.   Each of our Directors, other than Dr. Sammon and Dr. Foley, has been determined by the By-Laws of the Company, as amended, and the laws of the State of Delaware, the Company’s state of incorporation, the business of the Company is under the general direction of the Board.  The Board is comprised of four non-management directors and one management director.
Director Independence.  The Board of Directors has affirmatively determined that three of the non-management directors (Directors Barsanti, Eurek and Tyler) areto be “independent” under the listing standards of the New York Stock Exchange (“NYSE”), and meet the Company’s Standards of Independence, and pursuant to the Company’s Corporate Governance Guidelines.  Prior to their departure from the Board in May 2014, former Directors Sangwoo Ahn, Kevin R. Jost and James A. Simms were affirmatively determined by the Board to also meet theseadditional independence standards.  In order to assist the Board in making this determination, the Board has adopted standards of independence as part of the Company’s Corporate Governance Guidelines, which are available on the Company’s website at http://www.partech.com/wp-content/uploads/2012/01/PAR_Corp_Gov_Guidelines-as-Amended-12-10-14.pdf.  These standards were amended by the Board in 2014 to align the period of time before a director who was formerly employed by the Company may be considered independent with the period contained in the standards of the exchange uponNYSE with respect to the Board committees on which the Company’s securitieshe or she serves. Our independent Directors are traded.  The standardsidentified as “Independent” in the Corporate Governance Guidelines also identify, among other things, material business, charitable and other relationships that could interfere with a director’s ability to exercise independent judgment.  During 2014, there were no transactions, relationships or arrangements between the Company and Directors Barsanti, Eurek or Tyler or anytable on page 5 of their respective immediate family members or entities with which they are affiliated.  During 2014, there were no transactions, relationships or arrangements between the Company and former Directors Ahn, Jost or Simms or any 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.

this Proxy Statement.
Board Meetings and Attendance.Attendance  In 2014,.   During the 12-month period ended December 31, 2017, the Board held 12 meetings and the standing Committees of the Board held a total of 12 meetings. Each directorDirector 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 encourage directorsportion of 2017 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, one member ofTwo Board members attended the Board attended the2017 Annual Meeting of Shareholders.

Stockholders.
Board Leadership Structure.  StructureIn 2013,.   Cynthia Russo, who serves as independent Lead Director, 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.  In 2014 the Board elected John Barsanti to serve as non-executive Chairman of the Board. The Board has determined that the separation of the roles of Chairman of the BoardLead Director and Chief Executive Officer is appropriate, for the Company as it enables theour Chief Executive Officer to focus more closely on the day to dayday-to-day operations of the CompanyPAR while the ChairmanLead Director provides independent leadership to the Board. As a result, theThe Board believes a non-executive Chairman enablesan independent Lead Director is better situated to represent the leaderinterests of the Company’s BoardPAR stockholders and to better represent shareholder interests and provide independent evaluation of and oversight over management. The Board also believes that such athe separation between the offices and functions of Chief Executive Officer and Lead Director is consistent with best practices of corporate governance of a publicly traded company.  The independent directors have also designated Chairman Barsanti as the independent lead or Presiding Director with broad authority and responsibility.  During 2014 the Presiding Director scheduled and presided at two executive sessions of the non-management directors and one executive session of the independent Directors without any management directors or employees present, and communicated with the Chief Executive Officer to provide feedback and recommendations of the independent directors.

practices.
Board Oversight of Risk Management.Management.   The Board is responsible fordoes not have a separate risk management committee, but rather the full Board manages the risk oversight of risk management.  A portionfunction, with certain areas addressed by committees of the Board’s meetingsBoard, where such risks are inherent in 2014 is dedicatedthe committee’s purview. In particular, the Audit Committee oversees our risk guidelines, policies and processes established by management relating to reviewour financial statements and discuss with management specific risk topics in detail.  In addition, at least twice each year the Board holds a comprehensive review where the management teams of each of the Company’s business segments presents to and discusses with the Board existing and potential strategic and operational risks.  Follow up with Board is conducted as appropriate.financial reporting processes. The Audit Committee oversees the Company’s risk policiesinternal audit function and processes relating to themeets regularly with management and our independent auditors concerning our financial statements and financial reporting processes, including our internal controlscontrol over financial reporting.  The Audit Committee meets regularly with the Company’s management, its Internal Audit function, and its independent public accounting firm regarding these mattersreporting and the effectiveness of such controls and processes. TheOur Audit Committee regularly reports on such matters to the full Board.
Committees.  The Board has three standing committees:  Audit; Compensation;periodically meets with senior management and Nominating and Corporate Governance.  Pursuant to the Company’s By-Laws, the Board may designate members of the Board to constitute such other committees as the Board may determine to be appropriate.  The members of each of the three standing committees and the number of meetings held by each committee in 2014 are set forth in the following table.  Due to the decision of former Directors Kevin R. Jost and James A. Simms not to stand for re-election to the Company’s Board and the decision of former Director Sangwoo Ahn to retire from the Board, following the 2014 Annual Meeting of Shareholders on May 22, 2014, the full Board assumed responsibilitiesto monitor and assess our strategies and risk exposure, including the nature and level of all three standing committees until such time as the open seats on therisk appropriate for PAR. The full Board were duly filled.  During this period the Company was not compliantalso meets regularly with the independenceand receives periodic reports from our legal, compliance and operations groups regarding legal and regulatory requirements, of the NYSEcompliance, and worked closely with the exchange until such time as compliance was re-established.

NameAuditCompensation
Nominating &
Corporate
Governance
Meetings Held in 2014462
Current Members   
John S. Barsanti(1)
ChairXX
Paul D. Eurek(2)
XChairX
Todd E. Tyler(3)
XXChair
Members through May 22, 2014   
Sangwoo AhnChairXX
Kevin R. JostXChairX
James A. SimmsXXChair

(1)The effective dates of Director Barsanti’s committee assignments coincide with the date of his appointment to the Board on July 2, 2014.
(2)The effective dates of Director Eurek’s committee assignments coincide with the date of his appointment to the Board on July 22, 2014.
(3)The effective dates of Director Tyler’s committee assignments coincide with the date of his appointment to the Board on July 28 2014.

operational considerations.
Audit Committee.  In accordance with its Charter, the Audit Committee assists the Board in oversightCode of the Company’s accounting and financial reporting processes, systemsConduct.   Our Code of internal control, the audit processConduct (the “Code of the Company’s financial statements, and the Company’s processes for monitoring compliance withConduct”) is applicable laws and regulations as well as the Company’s code of ethics and conduct.  The New York Stock Exchange (“NYSE”) and the Committee’s Charter require the Audit Committee to consist of a minimum of three members, each of whom has been determined by the Board to meet the independence standards adopted by the Board.  The standards adopted by the Board incorporate the independence requirements of the NYSE Corporate Governance Standards and the independence requirements set forth by the SEC.  Prior to their departure from the Board on May 22, 2014, the Audit Committee consisted of three independent members of the Board: then Chairman Ahn, and then Directors Jost and Simms.  Commencing July 28, 2014, the Audit Committee was fully reconstituted by Chairman Barsantiall our employees, officers, and Directors, Eurek and Tyler.  The Board has determined each of the members of the Audit Committee to May 22 and the current members of the Audit Committee to be “independent” as this term is defined by the NYSE in its listing standards, meet SEC standards for independence of audit committee members and no member of the Audit Committee has a material relationship with the Company that would render that member not to be “independent”.  The NYSE and the Committee’s Charter require all members of the Committee to be financially literate at the time of their appointment to the Committee, or within a reasonable time thereafter.  The Board has determined that all members of the Audit Committee are financially literate and Chairman Barsanti and Director Tyler are each an “audit committee financial expert”, as defined by the SEC.  The number of meetings of the Audit Committee indicated in the table above includes meetings held separately with management, the Company’s Internal Audit function, and the independent public accounting firm, as well as separate executive sessions with only independent directors present.  The Report of the Audit Committee begins on page 11 of this Proxy Statement.
Compensation Committee.  In 2013, the Compensation Committee Charter was amended and restated to conform to the newly effective independence rules of the NYSE Governance Rules even though the new rules were not applicable to Company as a smaller reporting company.  The Committee’s Charter requires the Compensation Committee to be comprised of a minimum of three independent directors.  The Board has determined that each of the members of the reconstituted Committee has met the independence standards adopted by the Board which incorporate the new independence requirements of NYSE listing standards.  Meeting as needed, but no less than once per year, the Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Company’sincluding our Chief Executive Officer, evaluates performanceChief Financial Officer, and other senior financial officers. The Code of Conduct is posted in lightthe “SEC Filings” section of those goals and objectives and determines and approvesour website at www.partech.com/about-us/investors. Any substantive amendments to the compensation level (including any long-term compensation components) and benefits based on this evaluation.  In addition, the recommendationsCode of theConduct or waivers granted to our Directors, Chief Executive Officer, regardingChief Financial Officer, principal accounting officer, controller or other executive officers will be disclosed by posting on our website.
Corporate Governance Guidelines.   Our Corporate Governance Guidelines are posted in the compensation, benefits, stock grants, stock options“SEC Filings” section of our website at www.partech.com/about-us/investors. Our corporate governance guidelines contain independence standards, which are substantially similar to and incentive plans for all Executive Officersconsistent with the listing standards of the Company are subject to the review and approval of the Compensation Committee.  The Compensation Committee also reviews and makes recommendations to the Board regarding the level and form of compensation for non-employee directors in connection with service on the Board and its committees.

Prior to their departure from the Board in 2014, Directors Jost, Ahn and Simms in their capacity as the Compensation Committee, engaged the Burke Group as its compensation consultant to provide market trend information in connection with both director and executive compensation.  The Burke Group was tasked with assisting the Committee in understanding trends and best practices for director and executive compensation in public companies and assessing market practices in connection with executive salaries and long- and short-term incentives.  In addition, the Burke Group developed recommendations for executive compensation reflecting the Company’s strategic plans and compensation philosophy, while being consistent with market practices.  It was in this framework, that the Burke Group provided the Committee assistance in developing grant terms under the Company’s 2005 Equity Incentive Plan incorporating long-term performance goals aligning the interests of executives with those of the Company’s shareholders.  While the Burke Group provided benchmark data and a general framework for comparisons, the ultimate decisions regarding executive compensation remained with the Compensation Committee.  Upon taking office in July 2014, the newly appointed members of the Compensation Committee, Directors Eurek, Barsanti and Tyler, determined the Committee would not continue working with the Burke Group and did not engage any independent compensation consultant, choosing to utilize purchased survey data more fully described in the compensation discussion under the heading Executive Compensation commencing on page 17 of this document.  Except for providing services to the Compensation Committee, the Burke Group has not provided any other services to the Company, any member of the Company’s management, or any member of the Compensation Committee.

Nominating and Corporate Governance Committee.  Pursuant 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:
·identify and recommend qualified nominees for election to the Board
·develop and recommend to the Board a set of corporate governance principles, as set forth in the Company’s Corporate Governance Guidelines;
·adopt a corporate code of ethics and conduct, as set forth in the Company’s Code of Business Conduct and Ethics; and
·monitor the compliance with, and periodically review and make recommendations to the Board regarding the Company’s governance.
Committee Charters.  Each of the Audit, Compensation, and Nominating and Corporate Governance Committees operate under a written charter approved by the Board.  These charters are reviewed regularly by the respective committees, which may recommend appropriate changes for approval by the Board.  Copies of the charters for the Audit, Compensation, and Nominating and Corporate Governance Committees are posted on the Company’s website and a printed copy of these documents may be obtained without charge by written request.  Requests can be made via the Internet or by mail.  The respective website and address for making such requests for printed copies of these and other available documents may be found under the heading “Available Information” on page 32 of this Proxy Statement.

Presiding Director and Executive Sessions.  The independent directors have chosen Director Barsanti 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.

NYSE.
Communication with the Board.  Board.   Interested parties may send written communication to the Board as a group, the independent directorsDirectors as a group, the PresidingLead Director (Cynthia Russo), or to any individual directorDirector by sending the communication c/o Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383
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Seneca Turnpike, New Hartford, NYNew York 13413. Until the Meeting, uponUpon receipt, the communication will be relayeddelivered to Director Barsanti if it is addressed to the Board as a whole, to the Presiding Director,Russo (Lead Director) or to the independent directorsDirectors as a group, or, ifgroup. If the communication is addressed to an individual director, toDirector, the individual director.  Following the Meeting, such communicationscommunication will be relayeddelivered to the director duly elected as the Chairman if it is addressed to the Board as a whole, 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.that 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 in the “SEC Filings” section of our website at www.partech.com/about-us/investors.
The following table provides information about each of the Board committees. Mr. Singh was appointed to the Board effective April 20, 2018 and has not yet been given his committee assignments.
Name
Audit
Committee(1)
Compensation
Committee(2)
Nominating and
Corporate
Governance Committee(3)
Douglas G. Rauch(4)XXChair
Cynthia A. RussoChairXX
James C. Stoffel(4)XChairX
Prior to November 29, 2017(5)
Paul D. EurekXChairX
Todd E. Tyler X  X Chair
Total Meetings in 2017941
(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), (3)
Committee members are independent under the listing standards of the NYSE and as defined in the Compensation Committee’s charter and the Nominating and Corporate Governance Committee’s charter.
(4)
On November 29, 2017, Directors Rauch and Stoffel joined the Board and were appointed to serve as members and in their respective Chair capacities of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
(5)
Messrs. Eurek and Tyler resigned from the Board and the Board committees that they served on November 29, 2017.
Director Nomination Process.  Compensation Committee.   The Compensation Committee oversees and administers our executive compensation program. The Compensation Committee’s responsibilities include:

Reviewing and approving the goals and objectives relevant to our Chief Executive Officer’s compensation and, either as a Committee or with the other independent Directors, determine and approve our Chief Executive Officer’s compensation;

Reviewing, making recommendations to the Board, and overseeing the administration of our incentive compensation arrangements;

Reviewing and approving compensation of our executive officers; and

Reviewing and recommending to the Board the compensation for our non-employee Directors.
Nominating and Corporate Governance Committee.   The Nominating and Corporate Governance Committee assists the Board in meeting its responsibilities by:

identifying and recommending qualified nominees for election to the Board;
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developing and recommending to the Board a set of corporate governance principles — our Corporate Governance Guidelines; and

maintaining, monitoring compliance with, and recommending modifications to, our Code of Conduct.
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’s businesses, including:including but not limited to the following:

·the highest character and integrity with a record of substantial achievement;
·demonstrated ability to exercise sound judgment generally based on broad experience;
·active and former business leaders with accomplishments demonstrating special expertise;

·skills compatible with the Company’s business objectives; and
demonstrated ability to exercise sound judgment generally based on broad experience;
·diversity reflecting a variety of personal and professional experiences and background.

active and former business leaders with accomplishments demonstrating special expertise;
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diversity reflecting a variety of Contentspersonal and professional experiences and background.
In addition, to the non-exhaustive criteria set forth in the charter of the Nominating and Corporate Governance Committee the committee also considers the requirements set forth in the Company’s Corporate Governance Guidelines, as well as the needs of the Company and the range of talent and experience represented on the Board. The Nominating and Corporate Governance Committee selects director candidates without regard to race, color, sex, religion, national origin, age, disability, or any other category protected by state, federal, or local law. When considering a candidate, the Committee will determine whether requesting additional information or an interview is appropriate. The minimum qualifications and specific qualities and skills required for a candidate are set forth in the Company’s Corporate Governance GuidelinesGuidelines.
Audit Committee.   Our Audit Committee assists the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditors’ qualifications and independence, and the charterperformance the internal audit function.
The Audit Committee’s responsibilities include:

Direct oversight of our independent auditor, including appointment, compensation, evaluation, retention, work product, and pre-approval of the Nominatingscope and Corporate Governance Committee, which are posted onfees of the Company’s website.  Printed copies are available, without charge, upon written requestannual audit and any other services, including review, attest, and non-audit services;

Reviewing and discussing the internal audit process, scope of activities and audit results with internal audit;

Reviewing and discussing our quarterly and annual financial statements and earnings releases with management and the independent auditor;

Recommending to the Company.  The websiteBoard that our audited financial statements be included in our Annual Reports on Form 10-K;

Overseeing and address to send such requests may be found under the heading “Available Information” on page 32 of this Proxy Statement.

monitoring our internal control over financial reporting, disclosure controls and procedures, and Code of Business ConductConduct;

Reviewing and Ethics.  To ensurediscussing with management our risk exposure and processes; and

Preparing the Company’s businessAudit Committee report required by SEC rules (which is conductedincluded below).
The Board determined that Ms. Russo is an “audit committee financial expert” as defined in a consistently legal and ethical manner, allItem 407(d)(5)(ii) of Regulation S-K of the Company’s directors, officers and employees, includingExchange Act.
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Report of the Company’s principal executive 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:

·honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the SEC and other public communications;
·compliance with applicable governmental laws, rules and regulations;
·the prompt internal reporting of violations of the Code to the appropriate person(s) identified in the Code; and
·accountability in connection with adherence to the Code.

Audit Committee
The full textmaterial in this report is being furnished and shall not be deemed “filed” with SEC for purposes of Section 18 of the Code is available on the Company’s website at: http://www.partech.com/wp-content/uploads/2012/01/PAR-Code-of-Conduct-Final_082213.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.  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 32 of this Proxy Statement under the heading “Available Information”.

REPORT OF THE AUDIT COMMITTEE

The information contained in the following report isotherwise subject to the disclaimer regarding “filed” information and incorporationliability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference contained on page 32in any registration statement or other document filed with the SEC under the Securities Act of this Proxy Statement.1933 or the Exchange Act, except as otherwise expressly stated in such filing.

To the Board of Directors of PAR Technology Corporation:
The Audit Committee operates under its written charter which was approved and adopted by the Board.  The Audit Committee’s charter is reviewed annuallyresponsible for changes as appropriate and is available onappointing the Company’s website:  http://www.partech.com/wp-content/uploads/2012/01/AuditCommitteeCharter_Oct2005.pdf and, upon request, in hardcopy (see “Available Information” on page 32 of this Proxy Statement).  Acting on behalf of and reportingindependent auditor. For 2017, BDO USA, LLP (“BDO”) 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.  Three independent members of the Board comprised the Audit Committee prior to May 22, 2014.  Effective May 22, 2014, the full Board assumed responsibilities of the Audit Committee until such time as the independent seats on the Committee were duly filled on July 28, 2014.  During that period, no meetings or actions were taken by the Committee.  The independence of the members of the Committee both prior to May 22 and as of July 28, 2014 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 the following members of the Committee, during their respective tenures in 2014, were “audit committee financial experts” as defined by rules set forth by the SEC:  John Barsanti, Todd Tyler, Sangwoo Ahn, Kevin Jost and James Simms.  During 2014, the Audit Committee met four times.
The Company’s management is responsible for establishing and maintaining adequate internal financial controls and preparing the Company’s consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and the financial reporting process.. The responsibility for auditing the Company’s consolidated financial statements and providing an opinion as to whether the Company’s consolidated financial statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company in conformity with U.S. GAAP rests with the Company’s independent registered public accounting firm.
The Audit Committee is responsible for selecting the independent registered public accounting firm for the Company.  During 2014, BDO, USA, LLP (“BDO”) served as the Company’s independent registered public accounting firm and has been approved to continue in that capacity byauditor. It is the responsibility of the Audit Committee in 2015.  Duringto oversee these activities. It is not the courseresponsibility of the year, BDO providedAudit Committee to prepare or certify the Company’s financial statements or guarantee the audits or reports of BDO. These are the fundamental responsibilities of management and BDO.
In the performance of its oversight function, the Audit Committee reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2017 with the Company’s management and BDO. In addition, the Audit Committee discussed with BDO, with and without management present, BDO’s evaluation of the overall quality of the Company’s financial reporting. The Audit Committee also discussed with BDO the matters required to be discussed by Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board. The Audit Committee also received the written disclosures and the letter from BDO required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independentBDO’s communications with the Audit Committee concerning independence.  The Audit Committee discussed with BDO the matters in those written disclosures, as well as BDO’s independence from the Company and its management.  In addition, the Audit Committee has reviewed, met and discussed with BDO such other matters as are required to be discussed with the Committee by Auditing Standards No. 16, Communications with Audit Committees.its independence.

The Company’s internal audit function (“Internal Audit”) and BDO have unrestricted access toBased on the Audit Committee.  Throughout the year, BDO and Internal Audit met and discussed the overall scope and plans for their respective audits, the results of their examinations, and their assessment of the overall quality of the Company’s financial reporting with the Committee.  In addition, the Audit Committee met and discussed with Internal Audit their evaluation of the Company’s internal controls.  These meetings were held both with and without Company management present.

In the context of the above, the Audit Committee has reviewed, met and discussed with management, BDO and Internal Audit: (a) the audited consolidated financial statements in the Annual Report for the year ended December 31, 2014 (including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements); and (b) management’s assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act of 2002.  Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2014 were prepared in accordance with U.S. GAAP.  In addition, the Audit Committee has held private sessions regarding these matters with the Company’s Chief Accounting Officer, Internal Audit and BDO.  On March 10, 2015, in reliance on the reviewsCommittee’s review and discussions with both management and BDO referred tonoted above, the Audit Committee recommended to the Board and the Board approved, the inclusion of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the SEC.2017.
Cynthia Russo (Chair)
Douglas G. Rauch
James C. Stoffel
The Audit Committee considered and pre-approved any non-audit services provided by BDO during 2014 and the fees and costs billed and expected to be billed for those services. The prior members of the Audit Committee considered and pre-approved any non-audit services provided by BDO during 2013 and the fees and costs billed and expected to be billed for those services.  The Audit Committee also considered whether the non-audit services provided by BDO were compatible with maintaining auditor independence.  In reliance on the reviews and discussions with the Company’s management and BDO, the Committee is satisfied that non-audit services provided to the Company by BDO are compatible with and did not impair the independence of BDO.  A breakdown of the fees and costs billed to the Company by BDO during 2014 and 2013 is provided below in this Proxy Statement under the heading, “Principal Accounting Fees and Services”.

This report is provided by the following independent directors, who comprise the Audit Committee.

John S. Barsanti
(Chairman)
Paul D. EurekTodd E. Tyler
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Principal Accounting Fees and Services

The following table presents fees billed to the Company for professional services rendered by BDO USA, LLP during the years ended December 31, 2014 and December 31, 2013.

  BDO USA, LLP 
Type of Fees 2014  2013 
Audit Fees $419,000  $389,000 
Audit-Related Fees  0   0 
Tax Fees  0   4,000 
All Other Fees  29,000   0 
Total: $448,000  $393,000 

In accordance with the SEC’s rules and definitions, the categories of fees in the above table are defined as follows:
Audit Fees are fees for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.
Audit-Related Fees are fees related to the performance of the audit or review of the financial statements and not reported within the audit fees above.
Tax Fees are fees for professional services for federal, state and international tax compliance, tax advice and tax planning.
All Other Fees are for any services not included in the first three categories and principally include services for risk management and corporate governance.
Consistent with SEC policies regarding auditor independence, the Audit Committee has established a policy to pre-approve all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the independent registered public accounting firm.  As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the independent registered public accounting firm were pre-approved.  The Audit Committee has concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of the Company’s independent registered public accounting firm.
The Audit Committee has selected BDO USA, LLP to serve as the Company’s independent principal accountant for the current year.  One or more representatives of BDO are expected to be in attendance at the Meeting, where they will have the opportunity to make a statement if they so desire, and be available to answer appropriate questions.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership of Directors and Officers
The tables below set forth, as of April 16, 2018, 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 16,028,146 shares of our common stock outstanding as of April 16, 2018. Common stock subject to stock options currently exercisable or exercisable within 60 days of April 16, 2018 is deemed to be outstanding for computing the percentage ownership of the person holding these options and the percentage ownership of any 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 certainthe beneficial ownership of our common stock by our (1) Directors, (2) Named Executive Officers (“NEOs”), and (3) Directors and current executive officers as a group as of April 16, 2018.
Name of Beneficial OwnerAmount and Nature of
Beneficial Ownership
Percent of Class
Directors
Dr. John W. Sammon4,652,481(1)29%
Dr. Donald H. Foley49,986*
Douglas G. Rauch2,325*
Cynthia A. Russo22,585*
Savneet Singh
Dr. James C. Stoffel2,325*
Named Executive Officers
Dr. Donald H. FoleySee holdings above*
Bryan A. Menar4,500*
Matthew R. Cicchinelli18,905(2)*
Karen E. Sammon740,483(3)4.6%
All Directors and current executive
officers as a group (8 persons)
4,753,10730%
*
Less than 1%
(1)
See footnote (1) to the “Stock Ownership of Certain Beneficial Owners” table below.
(2)
Includes 2,000 shares subject to a currently exercisable stock option.
(3)
Includes 139,332 shares subject to currently exercisable stock options.
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Stock Ownership of Certain Beneficial Owners
The following table provides information regarding the beneficial ownership of the Company's Common Stock aseach person known by us to beneficially own more than 5% of February 28, 2015, by each Director, each of the Named Executive Officers, all Directors and Executive Officers as a group and certain other principal beneficial holders.  Under SEC regulation, “beneficial ownership” is defined as sole or shared voting or dispositive power over the Company’s Common Stock.our common stock.

Name of Beneficial Owner or Group (1)
 
Amount and Nature of
Beneficial Ownership(2)
 
Percent of Class(3)
Dr. John W. Sammon  4,385,042
(4) 
  28.17%
Ronald J. Casciano  237,200
(5) 
  1.52%
Robert P. Jerabeck  147,116
(6) 
  * 
Stephen P. Lynch  114,000
(7) 
  * 
John S. Barsanti  8,175
(8) 
  * 
Paul D. Eurek  7,175
(8) 
  * 
Todd E. Tyler  7,175
(8) 
  * 
All Directors and Executive Officers as a Group (12 persons)  5,573,968   35.81%
Other Principal Beneficial Owners        
Deanna D. Sammon  2,092,596
(9)** 
  13.44%
J.W. Sammon Corp.
408 Lomond Place, Utica, NY 13502
and
Sammon Family Limited Partnership
408 Lomond Place, Utica, NY  13502
  2,062,096
(10)** 
  13.44%
Eliot Rose Asset Management, LLC and
Gary S. Siperstein
1000 Chapel View Blvd., Suite 240
Cranston, RI  02920
  1,570,150
(11) 
  10.09%
Edward W. Wedbush
P.O. Box 30014
Los Angeles, CA  90030-0014
  868,114
(12) 
  5.58%

Name and Address of Beneficial Owner*Represents less than 1%Amount and Nature of
Beneficial Ownership
Percent of Class
**These shares are reported in the manner required by Item 403 of Regulation S-K.  For clarity, it is noted that 2,062,096 of these shares are included in the total beneficial ownership holdings of Dr. John W. Sammon as set forth in the table.

(1)Except as otherwise noted, the address for each beneficial owner listed above is c/o PAR Technology Corporation PAR Technology Park,
8383 Seneca Turnpike
New Hartford, NY 13413-4991.13413-4991
4,652,481(1)29%
(2)ADW Capital Partners, L.P.
5175 Watson Street NW
Washington, DC 20016
Except as otherwise noted, each individual has sole voting and investment power with respect to all shares.1,100,000(2)6.9%
(3)Wellington Trust Company, National Association
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
“Percent of Class” is calculated utilizing 15,566,599 shares of Common Stock, which is the number of the Company’s shares of Common Stock outstanding as of February 28, 2015, and the number of options held by the named beneficial owners, if any, that become exercisable within 60 days thereafter.1,017,503(3)6.3%
(4)Wellington Management Group LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
Includes 100 shares held jointly with Dr. Sammon’s wife, Deanna D. Sammon, and 2,062,096 shares held by the Sammon Family Limited Partnership, for which Dr. Sammon possesses shared voting and dispositive power.  The figure does not include 30,400 shares beneficially owned by Mrs. Sammon in which beneficial ownership is disclaimed by Dr. Sammon.1,017,503(4)6.3%
(5)Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
Includes 50,000 shares Mr. Casciano has or will have the right to purchase as of April 29, 2015 pursuant to the Company’s stock option plans, 60,334 unvested performance based restricted stock awards, 8,650 unvested time based restricted stock awards, 48,600 shares held jointly with his spouse, Anna Casciano and 43,000 shares pledged as security.921,978(5)5.7%
(6)Includes 65,833 shares which Mr. Jerabeck has or will have the right to acquire as of April 29, 2015 pursuant to the Company's stock option plans 16,667 unvested performance based restricted stock awards, 6,550 unvested time based restricted stock awards.
(7)Includes 52,500 shares Mr. Lynch has or will have the right to purchase as of April 29, 2015 pursuant to the Company’s stock option plans and 4,250 unvested time based restricted stock awards,.
(8)Includes 7,175 unvested time based restricted stock award.
(9)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on February 13, 2015 by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership (“the Partnership”).  Amount includes 30,400 shares for which Mrs. Sammon holds sole voting and dispositive power, 2,062,096 shares held by the Partnership for which Mrs. Sammon possesses shared voting and dispositive power and 100 shares held jointly with her husband, Dr. John W. Sammon.  Excludes 2,742,309 owned by Mrs. Sammon’s spouse, Dr. John W. Sammon, as to which she disclaims beneficial ownership.  It is noted that 2,062,196 of these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon.
(10)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on February 13, 2015, by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp (“JWSC”), and Sammon Family Limited Partnership (the “Partnership”).  A total of 2,062,096 shares are held by the Partnership.  JWSC is general partner of the Partnership.  Dr. Sammon and his spouse, Deanna D. Sammon are the sole owners of JWSC.  The Partnership and JWSC, as general partner of the Partnership, each possess sole voting and dispositive power over the shares.  Dr. and Mrs. Sammon are the sole owners of JWSC and, as such, hold shared voting and dispositive power over the shares.  As a result, the Partnership, JWSC, John W. Sammon and Deanna D. Sammon are each deemed to be beneficial owners of the 2,062,096 shares held by the Partnership.  It is noted that these shares are included in the beneficial ownership holdings indicated in the table for Dr. John W. Sammon.
(11)Information related to this shareholder was obtained from Schedule 13G filed with the SEC on January 27, 2015 by Eliot Rose Asset Management, LLC and Gary S. Siperstein.  Eliot Rose Asset Management, LLC (“ERAM”) and Gary S. Siperstein each report sole voting and dispositive power of 1,570,150 shares and no shared voting or shared dispositive power.  The reporting parties indicate that ERAM is deemed to be the beneficial owner of 1,570,150 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons.  Each person for whom ERAM acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock purchased or held pursuant to such arrangements.  Gary S. Siperstein is deemed to be the beneficial owner of 1,570,150 shares pursuant to his ownership interest in ERAM.
(12)Information related to this shareholder was obtained from Schedule 13G/A filed with the SEC on February 17, 2015 by Edward W. Wedbush Wedbush, Inc., and Wedbush Securities, Inc.  Edward W. Wedbush reports he possesses sole voting and dispositive power of 286,416 shares, shared voting power of 756,372 shares and shared dispositive power of
P.O. Box 30014,
Los Angeles, CA 90030-0014
868,114 shares.  Mr. Wedbush reports he is Chairman of the Board and possesses approximately 50% ownership of the issued and outstanding shares of Wedbush, Inc. Wedbush, Inc. reports sole voting and dispositive power of 365,471 shares and shared voting and dispositive power of 469,956 shares.  Wedbush Inc. is the sole shareholder of Wedbush Securities, Inc.  Mr. Wedbush is President of Wedbush Securities, Inc. which reports sole voting and dispositive power of 47,703 shares, shared voting power of 469,956 shares and shared dispositive power of 581,698.  The reporting parties indicate in their filing that the inter-relationship of the parties should not be construed as an admission of beneficial ownership by Mr. Wedbush of the securities held or controlled by Wedbush, Inc. or Wedbush Securities Inc.(6)5.4%
Wellington Trust Company, National Association
Multiple Common Trust Funds Trust,
Micro Cap Equity Portfolio
c/o Wellington Trust Company
280 Congress Street
Boston, MA 02210
875,516(7)5.5%
(1)
Based on a Schedule 13G filed with the SEC on February 14, 2017 by John W. Sammon, Deanna D. Sammon, J.W. Sammon Corp. and Sammon Family Limited Partnership. Dr. Sammon reports sole voting and dispositive power with respect to 2,559,885 shares and shared voting and dispositive power with his wife, Mrs. Sammon with respect to 2,062,196 shares; Mrs. Sammon reports sole voting and dispositive power with respect to 30,400 shares and shared voting and shared dispositive voting power with her husband, Dr. Sammon with respect to 2,062,196 shares. J.W. Sammon Corp. and Sammon Family Limited Partnership each report sole voting and dispositive power with respect to 2,062,096 shares held directly by the Sammon Family Limited Partnership. J.W. Sammon Corp. is the sole general partner of the Sammon Family Limited Partnership. Dr. and Mrs. Sammon are officers and 50% shareholders of J.W. Sammon Corp. Dr. Sammon disclaims beneficial ownership of 30,400 shares held directly by Mrs. Sammon. Mrs. Sammon disclaims beneficial ownership of 2,559,885 shares beneficially owned by Dr. Sammon.
(2)
Based on a Schedule 13G filed with the SEC on March 29, 2018 by ADW Capital Partners, L.P, ADW Capital Management, LLC and Adam D. Wyden. Each of the foregoing reporting persons reports shared voting and shared dispositive power with respect to 1,100,000 shares.
1513

(3)
Based on a Schedule 13G filed with the SEC on February 8, 2018 by Wellington Trust Company, National Association, reporting shared voting and dispositive power with respect to 1,017,503 shares.
(4)
Based on a Schedule 13G filed with the SEC on February 8, 2018 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Each of Contentsthe foregoing reporting persons reports shared voting and dispositive power with respect to 1,017,503 shares.
(5)
Based on a Schedule 13G filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP, reporting sole voting power with respect to 888,973 shares and sole dispositive power with respect to 921,978 shares.
(6)
Based on a Schedule 13G/A filed with the SEC on February 18, 2015 by Edward W. Wedbush, Wedbush, Inc., and Wedbush Securities, Inc. Edward W. Wedbush reports he possesses sole voting and dispositive power of 286,416 shares, shared voting power of 756,372 shares and shared dispositive power of 868,114 shares. Mr. Wedbush reports he is Chairman of the Board and possesses approximately 50% ownership of the issued and outstanding shares of Wedbush, Inc. Wedbush, Inc. reports sole voting and dispositive power of 365,471 shares and shared voting and dispositive power of 469,956 shares. Wedbush Inc. is the sole stockholder of Wedbush Securities, Inc. Mr. Wedbush is President of Wedbush Securities, Inc. which reports sole voting and dispositive power of 47,703 shares, shared voting power of 469,956 shares and shared dispositive power of 581,698. The reporting parties indicate in their filing that the inter-relationship of the parties should not be construed as an admission of beneficial ownership by Mr. Wedbush of the securities held or controlled by Wedbush, Inc. or Wedbush Securities Inc.
(7)
Based on a Schedule 13G/A filed with the SEC on February 8, 2018 by Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio, reporting shared voting and dispositive power with respect to 875,516 shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sour executive officers, and Directors, and personsstockholders who beneficially own more than 10% of a registered class ofour common stock to file with the Company's equity securities, to fileSEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Based solely on a review of reports filed with the SEC and the NYSE.  Such persons are required by SEC regulations to furnish the Company with copies of all such filings.  Based solely on its review of the copies of such reports received by the Company and written representations from reporting persons, the Company believes that during 2014 allno other reports for the Company’swere required, we believe that our executive officers, Directors and Directors that were required to be filed under Section 16(a) were filedgreater than 10% stockholders complied with all applicable filing requirements on a timely basis during 2017, except for the following:  a(1) Matthew R. Cicchinelli, Karen R. Sammon and Matthew J. Trinkaus who each filed one late Form 4 in connection with 18 sale transactions resulting in a total sale of 4,750 shares was filedreflecting one late by Mr. Jerabeck, the forfeiture of restricted stock awards by Mr. Casciano and Mr. Malone and the rescission of a restricted stock award to Mr. Lynch were filed under Form 5, and a Form 3/A was filed by Ms. Sammon correcting the number of shares reported under her original Form 3.transaction.

14

DIRECTOR COMPENSATION

Directors who are employees of the Company are not separately compensated for serving on the Board. All directors are reimbursedFor 2017, compensation for reasonable expenses incurred in attending meetings.  For 2014, director compensationnon-employee Directors consisted of (i) a fixed annual cash retainer, paid to Directors (withwith no additional fees for Board or committee meeting attendance feeor committee membership, except Ms. Russo was paid an additional $5,000 (cash) retainer for attendance at Board and committee meetings), and (ii)serving as Audit Committee Chair. Independent Directors were also granted an award of restricted stock, with 100% vesting on the earlier of May 1, 2018 and the Annual Meeting.
The following table sets forth information regarding compensation earned by or paid to our non-employee and independent directors with full vesting occurringDirectors for 2017.
Name of Director(1)
Fees Earned
or Paid in
Cash
($)
Stock Awards
($)(2)(3)
All Other
Compensation
($)
Total
($)
Ronald J. Casciano20,00020,000
Dr. Donald H. Foley11,31911,319
Paul D. Eurek36,52236,522
Douglas G. Rauch3,4783,478
Cynthia A. Russo45,00040,00085,000
Dr. John W. Sammon65,00065,000
Dr. James C. Stoffel3,4783,478
Todd E. Tyler36,52236,522
(1)
Mr. Casciano resigned as a Director on May 22, 2015, provided,April 12, 2017. The Board approved the payment of Director fees to Mr. Casciano for the quarter ended June 30, 2017. As of April 12, 2017, Dr. Foley was no longer a non-employee Director. Messrs. Eurek and Tyler resigned as of November 29, 2017. Messrs. Rauch and Stoffel were appointed to the vestingBoard as of November 29, 2017.
(2)
For Director Russo, represents the grant date fair value of  $7.71 per share of restricted stock on November 16, 2017. Each of Directors Eurek, Russo, and Tyler were granted 5,188 shares of restricted stock (equal to the independent director’s position had not been vacatedquotient of  $40,000 divided by reason of resignation or removal for cause.  Under termsthe closing price of the grants, transferCompany’s common stock on November 16, 2017, the grant date). Directors Eurek and Tyler forfeited their shares of suchrestricted stock is prohibited whileupon their resignations from the recipient serves as a director exceptBoard.
Directors Rauch and Stoffel were each granted 2,325 shares of restricted stock (equal to the extent necessary to provide reimbursement for taxes incurred as a resultquotient of  the vesting of such grants.  The grants also stipulate that the Board may, in its discretion, waive any forfeiture triggered by the vacating$20,000, their pro-rata portion of the independent Director and allowequity compensation, divided by the grants to vest as scheduled.

The following table shows compensation information forclosing price of the Company’s non-management Directors for fiscal 2014.common stock on January 31, 2018, the grant date).
Director Compensation for Fiscal 2014
(3)
 
Name of Director
 
Fees
Earned
or Paid in
Cash
($)
  
Stock
Awards
($)(1)
  
All
Other
Compen
-sation ($)
  
Total
($)
 
John S. Barsanti (2,4)
  22,500   36,521   0   59,021 
Paul D. Eurek (2,3)
  17,717   36,521   0   54,238 
Dr. John W. Sammon  65,000   0   0   65,000 
Todd E. Tyler (2,3)
  17,065   36,521   0   53,586 
Former Directors                
Sangwoo Ahn (5,8)
  57,500   0   0   57,500 
Kevin R. Jost (6,7,8)
  56,250   0   0   56,250 
James A. Simms (6,8)
  37,500   0   0   37,500 
Assumptions made in the valuation are discussed in Note 7 to the Company’s 2017 Consolidated Financial Statements included in the Company’s Annual Report on 10-K filed with the SEC on March 16, 2018.
15
(1)The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.  Assumptions made in these valuations are discussed in footnote 7 of the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015.  There can be no assurance that the grant date fair value amounts will be realized.  Directors Barsanti, Eurek and Todd each received a grant for 7,175 restricted shares of the Company’s Common Stock on November 3, 2014, in exchange for payment of $.02 per share.  The grant date fair value of the aforementioned grants to each of the independent Directors was $5.09 per share.

(2)Effective July, 2014, the Board decreased the annual cash retainer to independent directors from $75,000 to $40,000.  The dollar amount reflects the prorated portion of each rate received by the Director during their respective effective periods.
(3)Joined the Board in July 2014.  Cash feesDuring 2017 we were prorated for time of service.
(4)Joined the Board in July 2014.  The dollar amount includes the following prorated amounts: retainer of $40,000 and $5,000 for serving as Presiding Director and Chairman of the Audit Committee.
(5)Retired/Term expired in May, 2014.  The dollar amount includes the following prorated amounts: annual retainer of $75,000, $15,000 for serving as Presiding Director and Chairman of the Audit Committee, and $6,250 for service as the non-executive Chairman.
(6)Retired/Term expired in May, 2014.  Cash fees were prorated for time of service.
(7)The dollar amount for Mr. Jost includes the sum of $18,750 which was paid in 2014 but represents the final 25% installment of his 2013 retainer fee.
(8)At December 31, 2014 there were no outstanding options or restricted stock awards.
EXECUTIVE COMPENSATION

The Company qualifies as a “smaller reporting company”company,” as that term is defined by Item 10(f)in Rule 12b-2 of Regulation S-K.  Asthe Exchange Act, as such the “Namedwe are required to disclose certain compensation information about all individuals that served as our Chief Executive Officers” for the Company are limited to the Company’s principal executive officerOfficer (CEO) during 2017 and the two most highly compensated other executive officers who wereindividuals serving as executiveexecutives officers at the end of 2017 who were the Company’s last completed fiscal year.  The following narrative describes the Company’s compensation objectives, policies and elements of compensation for itsmost highly compensated executive officers including itsof the Company in 2017. Our Named Executive Officers, or NEOs, during 2017 were:
Named Executive OfficersPositions and Offices
Dr. Donald H. FoleyEffective April 12, 2017, Chief Executive Officer and President of the Company and President of ParTech, Inc.
Bryan A. MenarChief Financial Officer and Vice President of the Company
Matthew R. CicchinelliPresident of PAR Government Systems Corporation and Rome Research Corporation
Karen E. SammonResigned April 12, 2017, Chief Executive Officer and President of the Company and President of ParTech, Inc. Ms. Sammon currently serves as the Company’s Chief of Staff
Overview of Executive Compensation for 2014:  Ronald J. Casciano, Chief Executive Officer and President; Stephen P. Lynch, President of PAR Government Systems Corporation and Rome Research Corporation, wholly owned subsidiaries of the Company, and Robert Jerabeck, Executive Vice President & Chief Operating Officer.  Specific discussion regarding the method used to determine compensation for these Named Executive Officers for the 2014 fiscal year is also provided which includes the material factors necessary for an understanding of the information provided in the Summary Compensation Table which follows.2017

Philosophy
Philosophy
The Company’sOur compensation philosophy regarding executive compensation is to structure programs that motivate executive officers to grow the Company’sour revenues and profits creatingto create long-term value for shareholders.our stockholders. To achieve this, we designed our executive compensation programs have been designed and implemented to (i) reward executive officers for operatingoperational performance that promotes the creation of stockholder value and leadership, (ii) align their interests with shareholders, and
(iii) encourage our executive officers to remain with the Company.Company, while attracting other high-caliber executives.
Objectives
Our compensation program has four primary objectives:

ObjectivesValues Based: reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality;
The Company’s compensation objectives are to:

·reward performance and behaviors that reinforce the values of leadership, integrity, accountability, teamwork, innovation, and quality;
Attract and Retain: in a highly competitive market for talent, we need to attract and retain high-caliber executives;
·achieve the Company’s overall performance goals;

Performance-Based: motivate participants to achieve our overall performance goals as approved by the Board, as well as the performance objectives of each of our employees, including executive officers; and
·ensure the alignment of compensation with the performance objectives of each of our employees, including executive officers; and

·ensure alignment with management and shareholder interests.
Alignment with Stockholders: ensure management and our stockholders interests are aligned.
Compensation Policy
Consistent with our philosophy, theour Compensation Committee designsdesigned a compensation programsprogram for the Company’sour executive officers in accordance with the following overriding policies:

·Compensation must be tied to the Company'sCompensation must advocate our values, while being linked to our general performance and the achievement of our financial and strategic goals;
·Compensation opportunities should be competitive with those provided by other companies of comparable size engaged in similar businesses; and

Compensation opportunities should be competitive with those provided by other companies of comparable size engaged in similar businesses; and
·
16


Compensation should provide incentives that align the long-term financial interests of the Company's executive officers with those of its shareholders.

In the view of the Company’s executive officers with those of its stockholders.
Our Compensation Committee believes that compensation paid to theor earned by our executive officers, including the Named Executive Officers,our NEOs, in 2014 as2017 was consistent with the aboveand in furtherance of our philosophy, objectives, and policies. 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.

Employment Arrangements for 2017
Dr. Donald H. Foley.   In connection with his appointment as Chief Executive Officer and President of the Company, we entered into an employment offer letter with Dr. Foley. Pursuant to that agreement, Dr. Foley is paid an annual base salary of  $460,000, 25% of which is paid in time vesting restricted stock, that vests ratably on a monthly basis; he participates in our short-term incentive, or “STI”, program at an individual bonus target of 75% of his annual base salary for performance against targets established by the Board (“STI bonus”), 25% of Dr. Foley’s STI bonus is payable in shares of time vesting restricted stock; and he participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives. Pursuant to the offer letter had Dr. Foley’s employment been terminated without cause in 2017, he would have been paid the balance of his 2017 base salary. Additionally, had Dr. Foley’s employment been terminated without cause on or after August 1, 2017, he would have been entitled to payment of a pro-rata portion of his STI bonus for 2017, equal to the number of days Dr. Foley was actually employed in 2017, 50% of such pro-rata portion being guaranteed. Dr. Foley was paid a $5,000 signing bonus.
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. Pursuant to that employment agreement Mr. Menar is paid an annual base salary of $250,000; he participates in our STI program, at an individual bonus target of up to 30% 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. Mr. Menar’s employment agreement provided a one-time grant under the PAR Technology Corporation 2015 Equity Incentive Plan of non-qualified stock options for 40,000 shares of common stock, that vest ratably over four years on the anniversary of the date of grant. In the event Mr. Menar’s employment is terminated without cause prior to November 14, 2019, Mr. Menar’s employment agreement provides that he will be paid severance equal to six months of his then annual base salary in exchange for a duly executed standard release. Mr. Menar was paid a $50,000 signing bonus.
Matthew R. Cicchinelli.   Effective December 12, 2015, Mr. Cicchinelli was appointed to the position of President of PAR Government Systems Corporation and Rome Research Corporation. In connection with this appointment, we entered into an employment agreement with Mr. Cicchinelli. Pursuant to that employment agreement, Mr. Cicchinelli is paid an annual base salary of  $240,000; he participates in our STI program, at an individual bonus target of up to 50% of his annual base salary for performance against targets established by the Board; and participates in our retirement plan and receives insurance and other customary benefits offered by us to our executives. Mr. Cicchinelli’s employment is not governed by any severance agreement.
Karen E. Sammon.   On April 12, 2017, in connection with her appointment to Chief of Staff, Ms. Sammon entered into an amendment to her employment agreement dated November 16, 2015 to reflect her change in office. Pursuant to Ms. Sammon’s employment agreement, she is paid an annual base salary of  $300,000; she participates in our STI program, at an individual bonus target of up to 75% of her annual base salary for performance against targets established by the Board; and she participates in our retirement plan and receives insurance and other customary benefits offered by us to our employees. Termination of Ms. Sammon’s employment without cause prior to January 1, 2018, would have resulted in a severance payment equal to one year of her then annual base salary in exchange for a duly executed standard release.
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TABLE OF CONTENTS
Role of the Compensation Consultant
Committee and CEO in 2017 Compensation Decisions
The Compensation Committee approves, upon the recommendation of our CEO, the annual compensation of our NEOs (except his own) and certain other executive officers of the Company. The Compensation Committee is also responsible for reviewing, with the CEO, and making recommendations to the Board annual short-term (cash) and long-term (equity) incentive compensation to executive officers, including our NEOs (except the CEO). While the Compensation Committee has the authority to engage independent advisors to assistretain third party compensation consultants, it in carrying out its duties.  From January through June, 2014, the Compensation Committee engaged the Burke Group as its independent advisor with respect to executive compensation and incentive plan design.  During that period, the Burke Group’s services to the Compensation Committee included providing an overview of current trends and best practices for executive compensation in public companies, benchmark data for salaries, incentives and equity grants, long-term incentive design alternatives, and pay recommendations based on objectives, compensation philosophy, and market practices.  Except for providing services to the Compensation Committee, the Burke Group has not provided any services to the Company, any member of the Company’s management, or any member of the Compensation Committee.  Upon taking office in July 2014, the newly appointed members of the Compensation Committee, Directors Eurek, Barsanti and Tyler, determined the Committee would not continue working with the Burke Group and did not engageretain any independent compensationsuch consultant choosing to utilize external survey data obtained previously (described below).

Elements of Executive Compensation
To meet its compensation policy objectives, the Company compensated executive officers through a combination of Base Salary, Incentive Compensation (short-term), Equity Compensation, Deferred Compensation, and various benefits, including medical and 401(k) plans generally made available to all employees of the Company.

The determination of the Company’s executive officers’ compensation is solely within the purview of the Compensation Committee.in 2017. In determining and assessing the appropriateness of the 2017 compensation for all executive officers,of our NEOs, the Compensation Committee solicitsreviewed the compensation levels, mix, and considers the self-assessmentstructure of each executive as to his similarly-sized companies with comparable hardware and/or her performance against pre-established goalssoftware products and/or services offerings (“similarly situated companies”) and objectives, as well as the executive’s involvement in the day to day operations of the relevant business unit. The independent compensation consultant from the Burke Group  supplied benchmark data from two third party surveys for Compensation Committee review: the Towers Watson Top Management Compensation Report and the Economic Research Institute Executive Compensation Assessor.  These third party compensation surveys were utilized byother market indicators, which the Compensation Committee used to evaluate the base salaries and the mix and structure of short-term incentive and long-term equity incentive compensation levelscomponents.
Elements of chief executive officers at companies of similar size and geographic location within the high technology sector.  In addition, the2017 Executive Compensation Committee also used survey data from Western Management Group Government Contractors Survey to benchmark compensation for Mr. Lynch and other PAR Government executives.
In deciding2017, we compensated our NEOs primarily through a combination of base salary, bonuses, and incentive compensation, programs for the Chief Executive Officer, the Compensation Committee considered the third party information, market trendswhich has a short-term cash component (“STI”) and best practices along with an assessment of individual contribution.  The Chief Executive Officer does not have any role in establishing his compensation.

a long-term equity compensation component (“LTI”).
Base Salary.Salary.   In setting the annual base salary of the Chief Executive Officerour CEOs and in reviewing and approving the annual base salaries of the other executive officers,NEOs, the Compensation Committee considered the salaries of executives in similar positions at similarly situated companies, 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.

The Compensation Committee utilizes the benchmark data mentioned previously when reviewing annual base salaries.  An objective of the Compensation Committee is to approve the salary for each executive officer near the average midpoint for similar positions identified in the surveys, taking into account variables such as industry, company size, geographic location, Additionally, Dr. Foley’s extensive business, operational and comparison of duties.  Consideration is also given to the individual performance of that executive officer, the performance of the organization over which the executive officer has responsibility, the performancestrategic background and his existing, substantial knowledge of the Company, its business, operations and general economic conditions (with each factor being weighted asmanagement, influenced the Compensation Committee deems appropriate).

Committee’s determination as to Dr. Foley’s 2017 base salary.
Incentive Compensation.Bonuses.   Mr. Cicchinelli participates in an employee retention program used by PAR Government Systems Corporation as a tool to recruit and retain certain of its employees and those of its subsidiaries, generally available to all such employees not covered by the Service Contract Act. The purposepayment (the “PGSC retention bonus”) is a percentage, which is established annually by PAR Government Systems Corporation’s senior management, of an employee’s total cash compensation paid in a fiscal year and is payable if the employee remains employed through and including the payment date in the immediately following year, generally on or about March 31. 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 2017, Mr. Cicchinelli earned a PGSC retention bonus of  $16,090. Certain of our executive officers, including our NEOs (other than Dr. Foley), were eligible to receive a retention and recognition bonus in consideration of his or her unique contributions to the Company’s business, operations, and strategies during 2017. Mr. Menar was awarded such a bonus in the amount of  $17,500.
Annual Incentive Compensation — Short-Term Incentive Compensation (“STI”) and Long-Term Equity Incentive Compensation (“LTI”).   The purposes of incentive compensation program for itsour NEOs and executive officers is to provide financial incentiveincentives for meeting and exceeding pre-established financial performance goals for the respective businesses under their control. In general,The Board approved the financial2017 performance goals of the NEOs.
Our annual incentive compensation program for 2017 was designed to provide our NEOs and executive officers, are approved byincluding certain officers of our subsidiaries, the Board.

For 2014,opportunity to receive an annual cash bonus equal to a percentage of their respective base salaries (“STI bonus”) and/or equity awards (“LTI”), based on the financialattainment of service requirements and/or performance measures taken into consideration to determine an appropriate incentive compensation bonus for executive officers were Consolidated Net Incometargets. In 2017, our NEOs’ (other than Dr. Foley’s) performance was assessed against Board established profits before taxes targets (“PBT”) and Business Unit Profit Before Tax.  In 2014,net income before taxes targets (“NIBT”) — below target, at target and above target. Under the annual incentive compensation program for 2017 our NEOs (other than Dr. Foley) were eligible to receive:
•   Short-Term Incentive (“STI”) Compensation — In 2017, the Board established annual STI targets for the Named Executive OfficersCompany, on a consolidated basis, and annual NIBT targets for PAR Government Systems Corporation, on an entity level performance basis. The Company’s 2017 STI targets ranged from 50%90% to 65% of base salary.  Named Executive Officers may earn from 0% to 150%120% of the Company’s actual PBT (as represented in line item “Income from continuing operations before
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provision for income taxes” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Report on 10-K filed with the SEC on March 16, 2018) and PAR Government Systems Corporation’s 2017 STI targets range from 90% to 120% of PAR Government Systems Corporation’s actual NIBT.
The percentages used to calculate individual target established2017 annual STI bonus compensation for their business depending on actual financial performance compared to the actual goals of the operating plan.  The incentive compensation bonus (assuming that each of the two aforementioned performance objectivesMessrs. Menar and Cicchinelli and Ms. Sammon were achieved at 100%) that could have been paid to Mr. Casciano, as a percentage of base salary, was 65%, while the percentage of base salary that could have been paid to Mr. Lynch and Mr. Jerabeck was 50%.  The calculation of the award is based on performance level achievement of greater than 80% of the established goal.  follows:
Individual Bonus Target – As a Percentage of
Individual Base Salary(1)
NameBelow Target
(90% of Target)
At TargetAbove Target
(120% of Target)
Bryan A. Menar15%30%45%
Matthew R. Cicchinelli25%50%75%
Karen A. Sammon30%75%112%
(1)
To the extent earned under this formula, cash paymentsa target amount is exceeded, the payout increases by 2.5% for each 1% of over-achievement to a maximum individual bonus payout of 150%, to the extent a target is missed, the payout is decreased by 5% for each 1% of under-achievement to a minimum individual bonus payout of 50%.
The Company’s STI targets were made followingnot met in 2017, accordingly, no executive whose performance was measured against the completion2017 Company STI targets, including Mr. Menar and Ms. Sammon, was paid an annual STI bonus for 2017 performance. PAR Government Systems Corporation achieved 97.53% of  “at target” NIBT for 2017, and Mr. Cicchinelli was paid $105,204, or 87.67% of his individual bonus target for 2017 performance.
The Board evaluated Dr. Foley’s 2017 performance against individual goals intended to drive Company objectives and Dr. Foley’s achievement of demonstrable criteria, including the Company’s performance, the quality and development of the Company’s yearly audit.

For 2014, total awards paid to executive officers based on performanceand its subsidiaries’ senior management team, improvements in Company culture and tone at the top, and the creation and implementation of their respective business units could not exceed a pre-determined percentagenew Company policies, including the Company’s adoption and implementation of consolidated net profit.  Mr. Cascianoits new Code of Conduct and Mr. Jerabeck were measuredsupplementary Compliance Handbook. Based on the performanceforegoing, the Board determined that Dr. Foley should be paid $174,926 of the Company as a whole, and due to the failure to achieve operating plan goals for the Company, neither received incentive compensation for 2014.  Mr. Lynchhis STI bonus; 25% of which was measuredpaid in time vesting restricted stock, which vested 100% on the performance of the Government segment and received incentive compensation of $212,078, representing 150% of target, for 2014 performance of the two business units that make up the Government segment.April 11, 2018.

The new members of•   Long-Term Incentive (“LTI”) Compensation — In 2017, the Compensation Committee eliminated the above program for 2015 for the Company’s corporate executives and retained the 2014 program for executives within the Government segment.  In 2015, incentive compensation payments to Corporate executives will be based 70% on the achievement of Earnings Before Tax Depreciation and Amortization (EBITDA) goals by the Restaurant/Retail businesses within the Hospitality business segment and 30% on the achievement of Pre-Tax Profit goals by the Government business segment.  As such, the Named Executive Officers within Corporate may earn from 0% to 25% of base salary depending on the executive’s level and on actual financial performance compared to the goals established.  On target performance in 2015 would result in an incentive payment to Mr. Casciano of 25% of base.
Equity Compensation.  Stock options granted under the 2005 Equity Incentive Plan may be either Incentive Stock Options as defined by the Internal Revenue Code (“Incentive Stock Options”) or options which are not Incentive Stock Options (“Non-Qualified Stock Options”).  Options generally become exercisable no less than one year after their grant and expire 10 years after the date of the grant.  Option grants are discretionary and the amount of the grant reflects of the value of the recipient’s position, as well as the current performance and continuing contribution of that individual to the Company.  In keeping withstructured its philosophy of providing long-term financial incentives that relate to improvement in long-term shareholder value, the Company provided for a Long Term Incentive (“LTI”) program under the Company’s 2005 Equity Incentive Plan consisting of options, time vesting restricted shares and performance vesting restricted shares.

On January 9, 2014 upon the recommendation of the Compensation Committee, the Board approved LTI program equity awards to Mr. Lynch withdrive long-term gains in stockholder value and to attract and retain high-caliber executives in a value at the time of grant of $48,685.  On February 14, 2014, upon the recommendation of the Compensation Committee, the Board approvedcompetitive market for talent. The 2017 LTI program equity awardscompensation to Mr. Casciano and Mr. Jerabeck with a value at the time of grant of $78,500, and $58,900 respectively.  Each awardNEOs (other than Dr. Foley) consisted of restricted stock, with 50% being time vesting restricted stock and 50% being performance vesting restricted stock. The restricted stock vests ratably, in one-third increments, on December 31, 2017, December 31, 2018, and December 31, 2019, if, in the case of time vesting restricted stock, service requirements are met, and, in the case of performance vesting restricted stock, annual performance targets are achieved. The performance vesting restricted stock has a recapture right. If the performance target for an applicable performance year is not met, the shares representing 30%of restricted stock for such missed performance year are eligible for recapture at the end of the valueimmediately subsequent performance year, if the cumulative actual performance exceeds the cumulative performance targets for such performance years. The recapture right is only available in the immediately subsequent performance year; provided, in the case of the award, time vested 33% perlast performance year, over three years andif the performance target for the last performance year is not met, the shares (i.e.,of restricted stock for that last performance year may be recaptured if the cumulative actual performance for the three (3) performance years exceeds the cumulative performance targets for the three (3) performance years. In the event of a change of control all unvested time-vesting shares of restricted stock vest and all unvested performance-vesting shares of restricted stock convert into time-vesting shares. The converted shares continue to vest on the remaining vesting over three years based on achievementdates, unless the holder’s employment is terminated without cause within 12-months of certain financial performance objectives), representing 70%a change of control, in which case, all unvested shares vest as of the valueeffective date of termination. In addition, all time vesting shares vest at death. The Compensation Committee determined to
19

TABLE OF CONTENTS
use the award. For these performance shares,recapture feature to control for variability in our Company’s results year-over-year, while remaining consistent with the financial performance objectives are a series of annual Profit Before Tax targets, with 33% of performance shares vesting annually upon achievement of these targets for 2014, 2015 and 2016.

Mr. Lynch declined to accept the terms of the award and, consequently, the award was rescinded.  The shares granted to Mr. Lynch shares were returned to the plan and are available for future grants.

2017 LTI compensation objectives. The terms and conditions of the grants under the LTI Program contain customary restrictions on transfer of shares, as well as non-solicitation and non-recruitment restrictions for one year following termination of employment.  The terms of the grants also provide for the “claw back” (i.e. reversal of an award) of vested awards and any profits from exercise of options issued under the awardsinclude forfeiture in the event of a for cause termination or a breach of any written confidentiality, non-solicitation, or non-competition covenant with the Company.
In 2017, we granted the following LTI awards to our NEOs (other than Dr. Foley):
NameTime Vesting
Restricted Stock
Performance Vesting
Restricted Stock
Bryan A. Menar2,2502,250
Matthew R. Cicchinelli2,5002,500
Karen E. Sammon3,7503,750
One-third of the time vesting or profits are later determined byrestricted stock vested on December 31, 2017 and one-third performance vesting restricted stock did not vest, as the Board to have resulted from materially inaccurate financial information.  The terms and conditionsapplicable performance target (100% of both the options and the LTI Program awards made to Messrs. Casciano, Lynch and JerabeckPBT target) was not met. These unvested shares can be found as exhibits torecaptured at the Company’s Annual Report on Form 10-Kend of 2018, if the cumulative actual performance exceeds the cumulative performance targets for each of 2017 and 2018 performance years. Dr. Foley did not participate in the 2017 LTI program.
Benefits.   Our NEOs are eligible for the year ending December 31, 2014 filed with the SEC on March 31, 2015.

The new members of the Compensation Committee eliminated the above program for 2015.  Recommendations for Awards of equity in 2015 will be at the discretion of and under the terms specified by the Compensation Committee.

Benefits and Perquisites.  The Company provides partial payment for medical, dental and vision insurance,same benefits available to our other full-time employees. Our benefits include our 401(k)/retirement plan with profit sharing and disability(“retirement plan”), employee stock purchase plan, health and life insurance benefits to its Named Executive Officers consistent with that offered generally to its 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 Planplans, and other welfare benefit programs. Our retirement plan has a deferred profit-sharing component that covers substantially all the employees of the Company including the Named Executive Officers.component. Contributions to the profit-sharing component of the Retirement Planretirement plan are made at the discretion of the Board. ThereNo contributions were no contributionsmade to the Company’s profit-sharing program made during 2014.  The Retirement Plan also containsin 2017.
Deferred Compensation.   We sponsor a 401(k) provision that allows employees to contribute a percentage of their salary, pre-tax, up to certain tax code limitations.  The Company matches the deferrals of all participants in the Retirement Plan, including the Named Executive Officers, at the rate of 10%.

Deferred Compensation.  The Company sponsors a Non-Qualified Deferred Compensation Plannon-qualified deferred compensation plan for a select group of highly compensated employees that includes the Named Executive Officers.certain of our NEOs. 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 2014.2017.
20

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’s 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 Equity Incentive Plan 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’s compensation programs.

Role of Executive Officers

The Company’s Chief Executive Officer reports on his evaluations of executive officers, including the other Named Executive Officers.  He makes compensation recommendations to the Compensation Committee for the other Named Executive Officers with respect to base salary and annual and long-term incentives.

In 2014, the Company’s Chief Operating Officer took direction from and brought suggestions to the Compensation Committee on compensation matters for the Named Executive Officers.  Messrs. Casciano and Jerabeck oversaw the actual formulation of plans incorporating the suggestions of the Compensation Committee and provided information to the Compensation Committee on how employees were evaluated and the overall results of the evaluations.

Employment and Severance Agreements
On March 25, 2013, the Board appointed Ronald J. Casciano to the position of Chief Executive Officer and President.  In connection with his promotion, Mr. Casciano entered into an employment agreement with the Company under which his employment is “at will” and provided for the following elements that impacted his 2014 compensation: (a) an annual base salary of $350,000; (b) participation in the Company’s Incentive Compensation Plan at the rate of 65% of his annual base salary for on plan performance against financial targets associated with the Company’s Annual Operating Plan and specific business objectives as established by the Board and (c) continued participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives.  Any termination of Mr. Casciano’s employment without cause prior to March 25, 2014, would have resulted in a severance payment of an amount equal to that amount of his annual base salary that he would have received if he were to have continued to be employed through March 25, 2014, and a pro-rated portion of any current year cash payment due to him under the Company’s incentive compensation plan.  Such payments would be subject to and conditioned upon execution of a general release of claims.  Following March 25, 2014, Mr. Casciano’s employment has not been governed by any employment or severance agreement.

On March 25, 2013 the Board appointed Robert Jerabeck to the position of Executive Vice President and Chief Operating Officer.  Mr. Jerabeck commenced employment with the company on April 15, 2013.  In connection with his employment, Mr. Jerabeck entered into an employment agreement with the Company under which his employment is “at will” and provided for the following elements that impacted his 2014 compensation: (a) an annual base salary of $300,000; (b) participation in the Company’s Incentive Compensation Plan at a rate of 50% of his annual base salary for on plan performance against financial targets associated with the Company’s Annual Operating Plan and specific business objectives as established by the Board  and (c) participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives.  Any termination of Mr. Jerabeck’s employment without cause prior to April 15, 2015, would result in a severance payment of an amount equal to that amount of his annual base salary that he would have received if he were to have continued to be employed through April 15, 2015, and a pro-rated portion of any current year cash payment due to him under the Company’s incentive compensation plan.  Such payments would be subject to and conditioned upon execution of a general release of claims.  On January 20, 2015, the Company announced the elimination of the position of Chief Operating Officer as of April 14, 2015.Mr. Jerabeck separated from the Company effective April 15.  As this date coincides with the time limit described above, Mr. Jerabeck received no separation pay at the time of his separation from the Company.
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Summary Compensation Table

The following table providessets forth information concerningregarding compensation earned by our Named Executive Officers during 2017 and 2016.
Name and Principal Position
(a)
Year
(b)
Salary
($)
(c)(1)
Bonus
($)
(d)(2)
Stock
Awards
($)
(e)(3)
Option
Awards
($)
(f)(4)
Non-Equity
Incentive Plan
Compensation
($)
(g)(5)
Non-Qualified
Deferred
Compensation
Earnings
($)
(h)
All Other
Compensation
($)
(i)(6)
Total
($)
(j)
Dr. Donald H. Foley
CEO and President
(effective April 12, 2017)
2017249,962129,926126,9046,2692,066515,127
Bryan A. Menar
Chief Financial Officer and Vice President
2017250,00067,50040,050152,6671,718511,935
Matthew R. Cicchinelli
PAR Government Systems Corporation and Rome Research Corporation President
2017240,00016,09044,500105,2042,480408,274
2016240,00014,582138,125120,0002,480515,187
Karen E. Sammon
Former President & CEO (resigned, effective April 12, 2017), currently Chief of Staff
2017300,00066,750708367,458
2016300,000187,85087,383708575,941
(1)
Pursuant to Dr. Foley’s employment offer letter dated April 12, 2017, 25% of Dr. Foley’s salary is paid in restricted stock that vests ratably monthly. Therefore, the compensationpro rata portion of Dr. Foley’s $460,000 annual base salary reported in column (c) has been reduced by $83,173, the grant date fair value of the Company’s Chief Executive Officersportion of his salary that was paid in restricted stock and reported in column (e).
(2)
Column (d) includes Dr. Foley’s $5,000 signing bonus and $124,926, which reflects 50% of his pro-rated STI bonus for 2017, which was payable regardless of achievement of individual performance goals pursuant to the two other most highly compensated executive officers (the “Named Executive Officers”)terms of his employment offer letter due to his continued employment at December 31, 2017. Dr. Foley received 25% of his guaranteed STI bonus in shares of restricted stock that vest in full on April 11, 2018.
Column (d) reflects Mr. Menar’s $50,000 signing bonus pursuant to his employment agreement dated November 14, 2016, and his $17,500 retention/recognition bonus for fiscal 2014 and 2013.  For a complete understanding2017.
Column (d) reflects Mr. Cicchinelli’s PGSC retention bonus for 2017.
(3)
Column (e) for Dr. Foley includes $83,173, which represents the grant date fair value of the table, please read10,243 shares of restricted stock that Dr. Foley received in lieu of salary pursuant to the narrative disclosures above,terms of his April 12, 2017 employment offer letter and $43,731, which represents the grant date fair value of the 3,671 shares of restricted stock Dr. Foley received as well as25% of his STI bonus for 2017.
Column (e) for Mr. Menar includes $40,050, which represents the footnotes that followgrant date fair value of the table.4,500 shares of restricted stock granted to Mr. Menar in 2017, which vest ratably over three (3) years beginning on December 31, 2017, 50% (2,250) are time vesting and 50% (2,250) are performance vesting.

Column (e) for Mr. Cicchinelli includes $44,500, which represents 5,000 shares of restricted stock granted to Mr. Cicchinelli in 2017, which vest ratably over three (3) years beginning on December 31, 2017, 50% (2,500) are time vesting and 50% (2,500) are performance vesting.
 
 
 
Name and Principal Position
 
 
 
 
Year
 
 
 
 
Salary
($)(1)
 
 
 
 
Bonus
($)
  
 
 
Stock
Awards
($)(2)
  
 
 
Option
Awards
($)(3)
  
Non-Equity Incentive
Plan
Compensation
($)(4)
  
Non-Qualified
Deferred
Compensation
Earnings
($)(5)
  
 
 
All Other Compensation
($)(6)
 
 
 
 
Total
($)
 
(a)(b) (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
Ronald J. Casciano*
Chief Executive Officer,
2014  350,000   --   58,334   --   --   7,084   11,043   426,461 
President and Treasurer,
PAR Technology Corporation
2013  332,500   30,000   253,862   272,597   --   5,211   11,493   905,663 
                                  
Stephen P. Lynch
President, PAR Government Systems
2014  285,000       --   --   212,078   --   14,418
(7)
 
  560,277 
Corporation and
Rome Research Corporation
2013  275,000   --   34,340   --   247,061   --   20,349   576,750 
                                  
Robert P. Jerabeck
Executive Vice President and Chief
2014  300,000   --   43,751   --   --   --   3,222   346,973 
Operating Officer,
PAR Technology Corporation
2013  207,692
(9)
 
  --   79,054   337,235   --   --   52,260
(8)
 
  676,241 
Column (e) for Ms. Sammon includes 7,500 shares of restricted stock, which vest ratably over three (3) years beginning on December 31, 2017, 50% (3,750) are time vesting and 50% (3,750) are performance vesting.

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*On March 25, 2013, Mr. Casciano was promoted to CEO and President of the Company.  Until his promotion, Mr. Casciano served as the Company’s Senior Vice President, Chief Financial Officer, and Treasurer.
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(1)Amounts reported in column (c) reflect base salaries earned by the Named Executive Officers for the listed fiscal year.  Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Company’s Deferred Compensation Plan.
(2)During fiscal year 2014, the Company granted 15,600 and 11,700 stock awards to Messrs Casciano and Jerabeck, respectively.  Included in the total are 12,000 and 9,000 performance based awards and 3,600 and 2,700 time vested awards to Messrs. Casciano and Jerabeck, respectively.  The dollar amounts reflect the aggregate grant fair value based upon the probable outcome of such conditions identified in the performance based awards, calculated in accordance with FASB ASC Topic 718.  Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015.  The aggregate grant date fair value assuming the highest level of performance conditions will be achieved, are $78,500 and $58,900 for Messrs. Casciano and Jerabeck, respectively.
During fiscal year 2013, the Company granted 38,334 and 7,667 performance based awards to Messrs. Casciano and Jerabeck, respectively.  The dollar amounts reflect the aggregate grant date fair value based upon the probable outcome of such conditions identified in the performance-based awards, calculated in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2013our 2017 Consolidated Financial StatementStatements included in our Annual Reports on Form 10-K filed with the Company’sSEC on March 16, 2018; the maximum value of the performance-based awards, assuming the highest level of performance conditions will be achieved is shown in column (e).
(4)
Pursuant to Mr. Menar’s November 14, 2016 employment agreement, he was granted a non-qualified stock option to purchase 40,000 shares of common stock, the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 is disclosed in column (f).
The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions made in these valuations are discussed in Note 7 to our 2017 Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on March 14, 2014.  The aggregate16, 2018.
(5)
Column (g) for Dr. Foley includes Dr. Foley’s pro-rated STI bonus for 2017 reduced by the $124,926 guaranteed portion reported as a bonus in column (d) and the value of the portion received as restricted stock with a grant date fair value assumingof  $43,731 reported in column (e).
Column (g) for Mr. Cicchinelli reflects his STI bonus for 2017.
(6)
“All Other Compensation” includes a 401(k) employer matching contribution and the highest levelCompany’s payment of performance conditions will be achieved, are $204,000 and $41,000 for Messrs. Casciano and Jerabeck, respectively.premiums on term life insurance.
22

(3)During fiscal year 2014, the Company did not grant any stock options to Messrs. Casciano, Jerabeck or Lynch.  During fiscal year 2013 the Company granted 165,000 and 210,000 stock options to Messrs. Casciano and Jerabeck, respectively.  The dollar amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.  Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 and 2013 Consolidated Financial Statement included in the Company’s Annual Reports on Form 10-K filed with the SEC on March 31, 2015 and March 14, 2014.  There can be no assurance that the grant date fair value amounts will be realized.
(4)Amounts reported in column (g) represent the amounts paid under the Incentive Compensation element of the Company’s Executive Compensation Plan during the years indicated in respect of service performed during those years.  A description of the Incentive Compensation element is contained in the discussion of Executive Compensation under the section entitled “Incentive Compensation” on page 19.  Amounts shown are not reduced to reflect the Named Executive Officer’s elections, if any, to defer receipt of salary into the Deferred Compensation Plan.
(5)Amounts reported in column (h) consist of above-market or preferential earnings during years indicated on compensation that was deferred in or prior to such years under the PAR Technology Corporation Deferred Compensation Plan.
(6)In addition to any perquisites identified for the individual Named Executive Officers, the amounts reported in column (i) consists of Company contributions to the Company’s qualified plan and matching contribution to the 401(k); personal vehicle use; and imputed income on Company payment of term life insurance premiums as determined under the Internal Revenue Code.
(7)Includes $9,000 housing benefit.
(8)Includes relocation benefits of $50,000.
(9)Compensation information for Mr. Jerabeck reflects a partial year commencing in April 2013 when he joined the Company.
Outstanding Equity Awards at Fiscal Year-End

The following tables show alltable shows information regarding outstanding equity awards held by theour Named Executive Officers at December 31, 2014.2017.
Option AwardsStock Awards
Name
(a)
Number of
securities
underlying
unexercised
options
(#)
exercisable
(b)
Number of
securities
underlying
unexercised
options
(#)
unexercisable
(c)
Option
exercise
price
($)
(e)
Option
expiration
date
(f)
Number of
shares or
units of
stock that
have not
vested
(#)
(g)
Market
value of
shares or
units of
stock that
have not
vested
($)
(h)
Equity
incentive
plan awards:
number of
unearned
shares,
units or
other rights
that have
not vested
(#)
(i)
Equity
incentive
plan awards:
market or
payout
value of
unearned
shares,
units or
other rights
that have
not vested
($)(9)
(j)
Donald H. Foley
Bryan A. Menar40,000(1)$8.9012/08/27
—​1,500(6)14,025
—​2,250(7)21,038
Matthew R. Cicchinelli2,000(2)$4.801/9/24
—​1,667(6)15,586
—​2,500(7)23,375
—​13,333(8)124,667
Karen E. Sammon6,000(3)$5.3212/11/23
100,000(4)$5.3212/11/23
16,66633,334(5)$5.535/5/26
—​2,500(6)23,375
—​3,750(7)35,063
—​20,000(8)187,000
  Option Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable  Number of Securities Underlying Unexercised Options (#) Unexercisable  
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
  
Option Exercise Price
($)
 Option Expiration Date
(a) (b)  (c)  (d)  (e) (f)
Ronald J.  5,000
(1) 
  5,000
(1) 
  0  $4.78 04/23/22
Casciano  5,000
(2) 
  10,000
(2) 
  0  $5.32 12/11/23
   37,500
(3) 
  112,500
(3) 
  0  $5.32 12/11/23
Robert P.  12,500
(4) 
  37,500
(4) 
  0  $4.41 4/15/23
Jerabeck *  3,333
(5) 
  6,667
(5) 
  0  $5.32 12/11/23
   37,500
(3) 
  112,500
(3) 
  0  $5.32 12/11/23
Stephen P.  20,000
(6) 
  0
(6) 
  0  $6.25 01/08/18
Lynch  10,000
(7) 
  0
(7) 
  0  $4.73 02/24/19
   22,500
(8) 
  7,500
(8) 
  0  $4.25 05/11/21
*Amounts reported for Mr. Jerabeck reflect the specified vesting and expiration dates set forth in the respective grants.  Under the terms of such grants, all unvested options expired upon his separation from the Company on April 15, 2015 and all vested options will expire 90 days from such date.
(1)
(1)These options were granted on April 23, 2012.  Of these options, 2,500 vested on April 23, 2013 and April 23, 2014.  The 5,000 unvested options vest as follows:  2,500 shares on April 23, 2015 and the remaining 2,500 shares on April 23, 2016.
This option was granted on December 8, 2017 and vests ratably over four years on the anniversary of the date of grant.
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(2)
This option was granted on January 9, 2014 and vested ratably over three years on the anniversary of Contents
the date of grant.
(2)These options were granted on December 11, 2013.  Of these options, 5,000 vested on December 31, 2014.  The 10,000 unvested options vest as follows:  5,000 shares on December 31, 2015, and the remaining 5,000 shares on December 31, 2016.
(3)These options were granted on December 11, 2013.  Of these options, 37,500 vested on December 31, 2014.  The 112,500 unvested options vest as follows:  37,500 shares on December 31, 2015, 37,500 shares on December 31, 2016 and the remaining 37,500 shares on December 31, 2017.
(4)
These options were granted on April 15, 2013.  The options will vest 25% annually over a four year period on the anniversary of the date of the grant.
(5)These options were granted on December 11, 2013.  Of these options, 3,333 vested on December 31, 2014.  The 6,667 unvested options vest as follows:  3,333 shares on December 31, 2015, and the remaining 3,334 shares on December 31, 2016.
(6)These options were granted on January 8, 2008.  The options vested 20% on the six month anniversary of the grant date, with the remainder vesting in equal quarterly installments over the next 48 months.
(7)These options were granted on February 24, 2009.  The options vested 20% annually over a five-year period on the anniversary of the date of the grant.
(8)These options were granted on May 11, 2011.  The options vest 25% annually over a four year period on the anniversary of the date of the grant.
       Stock Awards 
NameGrant Date 
Number of
Share or
Units of
Stock that
Have Not
Vested (#)
  
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested ($)
  
Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units, or
Other Rights that
Have Not Vested (#)
  
EquityIncentive
Awards: Market or
Payout Value of
Unearned Shares
Units or Other
Rights that
Have Not
Vested ($)
 
(a)   (g)  (h)  (i)  (j) 
Ronald J.6/19/2013  0   0   6,250
(1) 
  38,438
(1) 
Casciano12/11/2013  0   0   19,168
(2) 
  117,883
(2) 
 2/14/2014  0   0   3,600
(3) 
  22,140
(3) 
     2/14/2014  0   0   8,000
(4) 
  49,200
(4) 
Robert P.6/19/2013  0   0   4,750
(1) 
  29,213
(1) 
Jerabeck *12/11/2013  0   0   3,834
(2) 
  23,579
(2) 
  2/14/2014  0   0   2,700
(3) 
  71,955
(3) 
       2/14/2014  0   0   6,000
(4) 
  36,900
(4) 
Stephen P.
Lynch
6/19/2013  0   0   4,250
(1) 
  26,138
(1) 
*Amounts reported for Mr. Jerabeck reflect the specified vesting and expiration dates set forth in the respective grants.  Under the terms of such grants, no further vesting shall occur following his separation from the Company on April 15, 2015.

(1)The Company granted 12,500, 9,500 and 8,500 time vesting based restricted stock awards to Messrs. Casciano, Jerabeck and Lynch, of which 6,250, 4,750 and 4,250 vested on June 19, 2014, respectively.  The remaining awards have a vest date of June 19, 2015.  The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014.  The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718 on the remaining shares is $25,250, $19,190, and $17,170 for Messrs. Casciano, Jerabeck and Lynch, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015.
This option was granted on December 11, 2013 and vested ratably over three years on the anniversary of the date of grant.
(2)The Company granted 57,500 and 11,500 shared based awards to Messrs. Casciano and Jerabeck, respectively.  The share based awards vest in three separate tranches in equal share amounts.  The first tranche are time vested awards and vested on March 31, 2014.  The second and third tranches are performance based awards.  The second tranche, which had a vest date of March 31, 2015, were cancelled based on non-achievement of performance conditions.  The third tranche has a vest date of March 31, 2016.  The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014.  The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares is $101,878 and $20,378 for Messrs. Casciano and Jerabeck, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015.
24

(3)The Company granted 3,600 and 2,700 time vesting based restricted stock awards to Messrs. Casciano and Jerabeck, respectively.  The time vesting based restricted stock awards vest in three separate tranches in equal share amounts on January 1, 2015, January 1, 2016 and January 1, 2017.  The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014.  The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved is $18,054 and $13,541 for Messrs. Casciano and Jerabeck, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015.
(4)The Company granted 12,000 and 9,000 performance based awards to Messrs. Casciano and Jerabeck, respectively.  The performance based awards vest in three separate tranches in equal share amounts on March 15, 2015, March 15, 2016 and March 15, 2017.  The first tranche was cancelled based on non-achievement of performance conditions.  The dollar amounts reflected above represent the market value based on the Company’s closing stock price at December 31, 2014.  The aggregate grant date fair value as computed in accordance with FASB ASC Topic 718, assuming the highest level of performance conditions will be achieved on the remaining shares, is $40,280 and $30,210 for Messrs. Casciano and Jerabeck, respectively. Assumptions made in these valuations are discussed in Note 7 to the Company’s 2014 Consolidated Financial Statement included in the Company’s Annual Report on 10-K filed with the SEC on March 31, 2015.

This option was granted on December 11, 2013 and vested ratably over four years on the anniversary of the date of grant.
(5)
This option was granted on May 5, 2016 and vests ratably over three years on the anniversary date of grant.
(6)
These shares of time vesting restricted stock were granted on December 8, 2017 and vest ratably on December 31, 2017, 2018 and 2019.
(7)
These shares of performance vesting restricted stock were granted on December 8, 2018 and vest ratably on December 31, 2017, 2018 and 2019 if annual performance targets are achieved. However, if a performance target for a performance year is not met, the shares of restricted stock for such missed performance year are eligible for recapture. See “2017 Long-Term Incentive (“LTI”) Compensation” above. The number of shares assumes that the highest level of performance will be achieved.
(8)
30,000 and 20,000 shares of performance vesting restricted stock were granted to Ms. Sammon and Mr. Cicchinelli, respectively, and vest in equal tranches on May 5, 2017, May 5, 2018, and May 5, 2019.
(9)
The dollar amounts reflect the market value of the shares based on the closing price of our common stock on December 29, 2017 ($9.35).
Equity Compensation Plan Information

The following table shows the number, as of December 31, 2014,2017, of equity securitiesshares of common stock authorized for issuance under the Company’sour equity incentive plans, differentiated by those compensation plans that have been previously approved by shareholdersstockholders and those compensation plans that have not been previously approved by shareholders.stockholders.
Plan CategoryNumber of Securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-Average
exercise price of
outstanding options,
warrants and rights
Number of Securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(a)(b)(c)
Equity compensation plans approved by security holders760,5965.80687,322*
Equity compensation plans not approved by
security holders
Total760,5965.80687,322
*
 
 
 
 
Plan Category
 
Number of Securities
to be issued upon exercise
of outstanding options,
warrants and rights
  
Weighted-Average
exercise price of
outstanding options,
warrants and rights
  
Number of Securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column (a)
 
  (a)  (b)  (c) 
Equity compensation plans approved by security holders  1,239,600  $5.28   398,825
* 
Equity compensation plans not approved by security holders  0   0   0 
Total  1,239,600  $5.28   398,825 
This total reflects those shares available for issuance under the Company’s 2015 Equity Incentive Plan. The ability to issue grants under our 2005 Equity Incentive Plan expired by its terms on December 28, 2015, however, awards previously granted under that plan remain valid and may extend beyond that date.

*This total does not reflect (i) shares which were subsequently returned to the Company’s 2005 Equity Incentive Plan as a result of expirations and or cancellations of grants during the first quarter of 2015 or (ii) 500,000 shares authorized by the shareholders to be added to the Plan in 2014 but not yet registered.
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Table of Contents
TABLE OF CONTENTS
Transactions with Related Persons

The Board of Directors has adopted a new written “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 PAR and its stockholders. Pursuant to the Policy, the Nominating and Corporate Governance Committee shall review and either approve or disapprove all transactions or relationships in which PAR or any of its subsidiaries is a party and the amount of the transaction exceeds or is expected to exceed $120,000, and in which a director (director nominee), executive officer, a person who beneficially owns more than 5% of PAR’s common stock or any immediate family member or affiliated entity of any of the foregoing persons (a “related party”), has a direct or indirect interest.
For the Company’s last fiscal year beginning January 1, 2014 and ending December 31, 2014, and for the Company’s 2013 fiscal year, beginning January 1, 2013 and ending December 31, 2013,Except as set forth below, there were no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds the lesser of  $120,000 or 1% of the Company’s total assets at December 31, 2017 or December 31, 2016, and in which any related person had or will have a direct or indirect material interest as defined in Item 404 of Regulation S-K of the Exchange Act, except for the following:

·•   Karen E. Sammon, the Company’s Chief of Staff and a member of the immediate family of Dr. John W. Sammon, a Director and Chairman Emeritus of the Company’s Board of Directors and a beneficial owner of more than five percent of the Company’s outstanding Common Stock, was named President of ParTech, Inc., a wholly owned subsidiary of the Company, effective April 1, 2013.  ParTech, Inc. is the principal business unit in the Company’s Hospitality business segment.  Ms. Sammon’s total compensation for 2014 was $312,438 and was principally comprised of her salary of $275,000, approximately $24,992 in equity or equity based awards with performance based vesting, and approximately $11,204 in time based equity or equity based awards, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives.  Ms. Sammon’s total compensation for 2013 was $487,543 and was principally comprised of her salary of $195,811, approximately $40,382 in equity or equity based awards with performance based vesting, and approximately $250,000 in time based equity or equity based awards, participation in the Company’s retirement plan, as well as provision of insurance benefits and other customary benefits offered to the Company’s senior executives.

·John W. Sammon, III, a member of the immediate family of Dr. Sammon and Karen E. Sammon, became an employee of ParTech, Inc., a subsidiary of the Company, on October 13, 2014 serving as General Manager & Senior Vice President, Intelligent Checklist Software Division. Mr. Sammon’s total compensation for 2014 was $32,232 which was comprised of his salary, participation in the Company’s retirement plan, as well as provision of insurance benefits offered to the Company’s senior executives.  Mr. Sammon’s annual base salary for 2015 is currently set at $185,000.
·Karen E. Sammon, President of the Company’s subsidiary, ParTech, Inc., and her brother, John W. Sammon, III, an employee of ParTech, Inc. are principals in Sammon and Sammon, LLC, doing business as Paragon Racquet Club.  Paragon Racquet Club leases a portion of the Company’s facilities at New Hartford, New York on a month to month basis at the base rate of $9,775 (or an aggregate annual amount of $117,300 for 2014 and 2013).  In addition, Paragon Racquet Club provided memberships to the Company's local employees valued at $23,800 and $23,600 for 2014 and 2013, respectively.  Both Ms. Sammon and Mr. Sammon are members of the immediate family of Dr. Sammon.
Policies and Procedures With Respect to Related Party Transactions

The Company’s written Policy on Related Party Transactions requires Controllers of all subsidiaries to review on a quarterly basis all transactions and potential transactions for related party involvement.  All identified transactions, if any, are reported to the Company’s principal accounting officer and the Company’s legal counsel.  Approval or ratification by the Nominating and Corporate Governance Committee is required for any transaction or series of transactions exceeding $120,000 in which the Company is a participant and any related person has a material interest.  Related persons would include the Company’s Directors and executive officers and their immediate family members as well as any person known to be the beneficial owner of more than 5%10% of our common stock, was paid compensation in 2017 and 2016 as reported above under the heading “Executive Compensation”.
•   John W. Sammon, III, a member of the Company’s Common Stock.immediate family of Dr. John W. Sammon and Karen E. Sammon, became an employee of ParTech, Inc. on October 13, 2014, serving as General Manager & Senior Vice President, SureCheck. Mr. Sammon’s total compensation for 2017, was $245,050, comprised of a base salary of  $205,000 and 4,500 shares of restricted stock, which vest ratably over three (3) years, 50% (2,250) are time vesting and 50% (2,250) are performance vesting, and have an aggregate grant date fair value of $40,050. Mr. Sammon’s total compensation for 2016 was $185,000, which was comprised of his base salary. In 2017 and 2016, Mr. Sammon participated in our retirement plan, insurance and other customary benefits offered to our executives.
Under•   Karen E. Sammon, the Company’s Corporate Governance GuidelinesChief of Staff, and Codeher brother, John W. Sammon, III, General Manager & Senior Vice President of Business Conduct & Ethics, all DirectorsParTech, Inc., are principals in Sammon and executive officersSammon, LLC, doing business as Paragon Racquet Club. Paragon Racquet Club leases a building from us, located in New Hartford, New York, on a month-to-month basis at the base rate of  $9,775 per month (or an aggregate annual amount of  $117,300 for 2017 and 2016) and provides complimentary memberships to PAR’s local employees, which were valued at $27,170 in 2017 and $28,170 in 2016. Both Ms. Sammon and Mr. Sammon are members of the Company have a duty to report, which includes reports to the Company’s Compliance Officer and to the Nominating and Corporate Governance Committee or Audit Committee, potential conflictsimmediate family of interests, including transactions with related persons.  All related party transactions, other than compensation arrangements, expense allowances and other similar items in the ordinary course of business are disclosed in the Company’s financial statements.  Compensation paid by the Company for service to an employee, even if the aggregate amount involved exceeds $120,000, are not reviewed by the Nominating and Corporate Governance or Audit Committees unless the Compliance Officer, principal accounting officer or legal counsel believe such compensation to be inconsistent with peers of the related party within the Company or the Company’s compensation practices in general.

Proposal 2:  Approval of the PAR Technology Corporation 2015 Equity Incentive Plan

At the Annual Meeting, the stockholders will be requested to consider and act upon a proposal to approve the Company's 2015 Equity Incentive Plan (the “2015 Stock Plan”).  On March 10, 2015, the Board of Directors approved, subject to stockholder approval at the Annual Meeting, the adoption of the 2015 Stock Plan.

Dr. Sammon. The Board reviewed this arrangement and, after consulting with the principals of Directors believes thatSammon and Sammon, determined the Company's ability toarrangement will not continue to attract and retain qualified employees is in large part dependent upon the Company's ability to provide such employees long-term, equity-based incentives in the formwill terminate on or about April 30, 2018.
•   The Company’s former Director, Paul D. Eurek (who resigned November 29, 2017) served as President of stock options as partXpanxion LLC until his retirement on June 30, 2017. In October 2016, ParTech, Inc. entered into a statement of their compensation.work (“SOW”) with Xpanxion for software development services. The Company's 2005 Stock Option Plan will expire according to its terms in December 2015.  The Board of Directors believes that the approval of the 2015 Stock Plan would allow for the continuation of the Company's current equity compensation program or employees, directors and other service providers to the Company.  An affirmative majority of the votes cast by the stockholders present or represented by proxy and entitled to vote at the Annual Meeting is required to approve the 2015 Stock Plan.

The maximum aggregate number of shares of Common Stock available for issuance under the 2015 Stock Plan is 1,000,000 shares.  The shares of Common Stock available for issuance under the 2015 Stock Plan are subject to adjustment for any stock dividend, recapitalization, stock split, stock combination or certain other corporate reorganizations.  Shares issued may consist in whole or in part of authorized but unissued shares or treasury shares.  Shares subject to an award that expires or is terminated unexercised or is forfeited for any reason or settled in a manner that results in fewer shares outstanding than were initially awarded will again be available for award under the 2015 Stock Plan.  The maximum number of shares which may be granted to an individual in a fiscal year is the number of shares of Common Stock that are authorized for issuance pursuant to the 2015 Stock Plan.

On the record date for the Annual Meeting, the market price, as reported by the New York Stock Exchange, of Common Stock, the class of stock underlying all options, awards and purchases subject to the 2015 Stock Plan was $4.175 per share.  As of the record date for the Annual Meeting, no options to purchase shares of Common Stock were issued under the 2015 Stock Plan.

If, at the time an option is granted under the 2015 Plan, the Company's Common Stock is publicly traded under the Exchange Act, “Fair Market Value” shall mean (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value shall be the last reported sales price for such stock (on that date) or the closing bid, if no sales were reported as quoted on such exchange or system as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national market system.  In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate.

A summary of the 2015 Stock Plan is set forth below. The full text of the 2015 Stock Plan is attached to this Proxy Statement as Appendix A.
The 2015 Stock Plan
The 2015 Stock Plan was adopted by the Board of Directors on March 10, 2015.  The 2015 Stock Plan currently providesSOW provided for the issuance of monthly invoices reflecting Xpanxion team members’ roles (e.g., program manager, architect, developer) and their respective hourly rates multiplied by hours spent by team members providing services in a maximummonth, plus reimbursement of 1,000,000 sharesexpenses. Accordingly, monthly fees varied, depending on services provided and by what team member. In 2017 and 2016 we incurred approximately $1.0 million and $0.2 million of Common Stockfees, respectively, to Xpanxion under the SOW. In 2017 and 2016, we made payments of $1.2 million and zero, respectively, to Xpanxion under the SOW. Mr. Eurek received no additional payment or other incremental remuneration from Xpanxion as a result of the software development services provided to ParTech, Inc.
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TABLE OF CONTENTS
PROPOSAL 2 — NON-BINDING, ADVISORY VOTE TO APPROVE
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
As a smaller reporting company in 2017, our disclosure regarding the compensation of our Named Executive Officers is pursuant to the grant to employeesItem 402(m) through (q) of Incentive Stock Options ("ISOs") within the meaning of Section 422Regulation S-K of the CodeExchange Act. While our smaller reporting company status exempts us from Item 402(b) of Regulation S-K, which imposes compensation discussion and the grant of Non-Qualified Stock Options (the "NQSOs"), stock awards ("Awards") or opportunities to make direct purchases of stock in the Company ("Purchases") to employees, consultants, directors and executive officers of the Company.  As of the record date, March 30, 2015 1,177 employees (including one director who is also an employee of the Company and executive officers) and four non-employee directors are eligible to participate in the 2015 Stock Plan.

The 2015 Stock Plan is administered by the Board of Directors.  The Board may, to the extent permitted by applicable law, delegate any or all of its powers under the 2015 Stock Plan to the Company's Compensation Committee.  Each grant of an ISO, NQSO, Award or right to Purchase shall be evidenced by a written document delivered to the  participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the 2015 Stock Plan as the Board of Directors considers necessary or advisable. Each type of grant may be made alone, in addition to, or in relation to any other type of grant.  The terms of each type of award need not be identical and the Board need not treat participants uniformly.  The Board may amend, modify or terminate any outstanding grant, including substituting therefor another award, changing the date of exercise or realization and converting an incentive stock option to a nonqualified stock option, provided that the participant's consent to such action shall be required unless the Board determines that the action would not materially and adversely affect the participant.

The Board of Directors will determine whether grants pursuant to the 2015 Stock Plan are settled in whole or in part in cash, Common Stock, other securities of the Company, other property or such other methods as the Board of Directors may deem appropriate.  In the Board's discretion, tax obligations required to be withheld in respect of an award may be paid in whole or in part in shares of Common Stock, including shares retained from such award. The Board will determine the effect on an award of the death, disability, retirement or other termination of employmentanalysis of a participantcompany’s executive compensation practices, we have elected to provide information regarding our executive compensation objectives and the extent to which and period during which the participant's legal representative, guardian or designated beneficiary may receive payment of an award or exercise rights  thereunder.  Except as otherwise provided by the Board,  grants under the 2015 Stock Plan are not  transferable  other than as designated by the participant  by will or by the laws of descent  and distribution or, in the case of NQSOs and Purchase rights only, pursuant to a valid domestic relations order or to certain trusts or other estate planning vehicles.

The Board of Directors in its discretion may take certain actionspractices in order to preserve a participant's rightsgive our stockholders transparency into our compensation philosophies and practices. The compensation paid to our Named Executive Officers in 2017 is disclosed in the event of a change in control of the Company, including (i) providing for the acceleration of any time period relating to the exercise or  realization  of the grant, (ii) providing for the purchase  of the grant for an amount of cash or other property that could have been received upon the exercise or realization of the grant had the award been currently exercisable or payable, (iii) adjusting the terms of the award in order to reflect the change in control, (iv) causing the award to be assumed, or new rights substituted therefor, by another entity, or (v) making such other provision as the Board may consider  equitablenarrative discussion and in the best interest of the Company, provided  that, in the case of an action taken with respect to an outstanding  award, the  participant's consent to such action shall be required unless the Board determines  that the action, taking into account any related action, would not materially and adversely affect the participant.

The Board of Directors of the Company may amend, suspend or terminate the 2015 Stock Plan or any portion thereof at any time; provided that no amendment shall be made without stockholder approval if such approval is necessary to comply with any applicable law, rules or regulations.
Options. Subject to the provisions of the 2015 Stock Plan, the Board of Directors has the authority to select the optionees and determine the terms of the options granted, including: (i) the number of shares subject to each option, (ii) when the option becomes exercisable, (iii) the exercise price of the option, (iv) the duration of the option and (v) the time, manner and form of payment upon exercise of an option.  The Board of Directors determines the exercise price per share for NQSOs, Awards and Purchases under the 2015 Stock Plan, so long as such exercise price is no less than the minimum legal consideration required therefor under the laws of any jurisdiction in which the Company may be organized.  As provided under the Plan, the number of shares of Common Stock underlying a stock option and the exercise price thereof will continue to adjust when the Company effects a stock split, stock dividend, merger or similar event.  The exercise price per share for each ISO and NQSO to be granted under the 2015 Stock Plan may not be less than the Fair Market Value per share of Common Stockcompensation tables on the date of such grant.  In the case of an ISO to be granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the price per share for such ISO shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the date of grant.  Each option granted will expire on the date specified by the Board of Directors, but not more than (i) ten years from the date of grant in the case of options generally and (ii) five years from the date of grant in the case of ISOs granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company.  Generally, no ISO may be exercised more than 90 days following termination of employment.  However, in the event that termination is due to death or disability, the option is exercisable for a maximum of 180 days after such termination.

As of March 30, 2015, there are no immediate plans to award options under the 2015 Stock Plan.

Purchases.  Subject to provisions of the 2015 Stock Plan, the Board of Directors may grant shares of restricted stock to participants, with such restricted periods and other conditions as the Board may determine and for no cash consideration or such minimum consideration as may be required by applicable law.  During the restricted period, unless otherwise determined by the Board, stock certificates evidencing the restricted shares will be held by the Company and may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Board.  At the expiration of the restricted period, the Company will deliver such certificates to the participant or, if the participant has died, to the beneficiary designed by the participant.

Awards.  Subject to the provisions of the 2015 Stock Plan, the Board of Directors may award stock awards, which may be designated as award shares by the Board, subject to such terms, restrictions, conditions, performance criteria, vesting requirements and payment needs, if any, as the Board shall determine.  Shares of Common Stock or other rights awarded in connection with a stock award shall be issued for no cash consideration or such minimum consideration as may be required by law. As of March 30, 2015, there are no immediate plans to make any awards under the 2015 Stock Plan.

United States Federal Income Tax Consequences
The following discussion of United States federal income tax consequences of the issuance and exercise of options, Awards and Purchases granted under the 2015 Stock Plan is based upon the provisions of the Code as in effect on the datepages 16 through 23 of this Proxy Statement, current regulationsStatement. As discussed in the disclosures, we believe our compensation policies and existing administrative rulingsdecisions are focused on pay-for-performance principles and are strongly aligned with the long-term interests of the Internal Revenue Service, all of which are subject to change (perhaps with retroactive effect).  It is not intended to be a complete discussion of all of the United States federal income tax consequences of these plans or of the requirements that must be met in order to qualify for the described tax treatment.  In addition there may be foreign, state, and local tax consequences that are not discussed herein.building stockholder value.

Incentive Stock Options:  The following general rules will be applicable under current United States federal income tax law to ISOs granted under the 2015 Stock Plan:

1.In general, no taxable income results to the optionee upon the grant of an ISO or upon the issuance of shares to him or her upon the exercise of the ISO, and the Company is not entitled to a federal income tax deduction upon either the grant or exercise of an ISO.  However, under certain circumstances there may be alternative minimum tax, as described above.
2.If shares acquired upon exercise of an ISO are not disposed of within (i) two years following the date the ISO was granted or (ii) one year following the date the shares are issued to the optionee pursuant to the ISO exercise (the "Holding Periods"), the difference between the amount realized on any subsequent disposition of the shares and the exercise price will generally be treated as capital gain or loss to the optionee.
3.If shares acquired upon exercise of an ISO are disposed of and the optionee does not satisfy the requisite Holding Periods (a "Disqualifying Disposition"), then in most cases the lesser of (i) any excess of the fair market value of the sharesOur stockholders, through their non-binding, advisory vote at the time of exercise of the ISO over the exercise price or (ii) the actual gain on disposition, will be treated as compensation to the optionee and will be taxed as ordinary income in the year of such disposition.
4.In any year that an optionee recognizes ordinary income on a Disqualifying Disposition of stock acquired by exercising an ISO, the Company generally will be entitled to a corresponding deduction for federal income tax purposes, provided the Company reports the income on a timely provided and filed Form W-2 or 1099, whichever is applicable.
5.The difference between the amount realized by the optionee as the Result of a Disqualifying Disposition and the sum of (i) the exercise price and (ii) the amount of ordinary income recognized under the above rules will be treated as capital gain or loss.
6.Capital gain or loss recognized by an optionee on a disposition of shares will be long-term capital gain or loss if the optionee's holding period for the shares exceeds 12 months.
7.An optionee may be entitled to exercise an ISO by delivering shares of the Company's  Common Stock to the Company in payment of the exercise price,  if the optionee's  ISO agreement so provides.  If an optionee exercises an ISO in such fashion, special rules will apply.
8.In addition to the tax consequences described above, the exercise of ISOs may result in a further "alternative minimum tax" under the Code.  The Code provides that an "alternative minimum tax" (at a maximum rate of 28%) will be applied against a taxable base which is equal to "alternative minimum taxable income," reduced by a statutory exemption.  In general, the amount by which the value of the Common Stock received upon exercise of the ISO exceeds the exercise price is included in the optionee's alternative minimum taxable income.  A taxpayer is required to pay the higher of his regular tax liability or the alternative minimum tax.  A taxpayer who pays alternative minimum tax attributable to the exercise of an ISO may be entitled to a tax credit against his or her regular tax liability in later years.
9.Special rules apply if the Common Stock acquired through the exercise of an ISO is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% stockholders.

Non-Qualified Options:  The following general rules are applicable under current federal income tax law to NQSOs to be granted under the 2015 Stock Plan.

1.The optionee generally does not recognize any taxable income upon the grant of a NQSO, and the Company is not entitled to a federal income tax deduction by reason of such grant.
2.The optionee generally will recognize ordinary compensation income at the time of exercise of the NQSO in an amount equal to the excess, if any, of the fair market value of the shares on the date of exercise over the exercise price.  The Company may be required to withhold income tax on this amount.
3.When the optionee sells the shares acquired through the exercise of a NQSO, he or she generally will recognize a capital gain or loss in an amount equal to the difference between the amount realized upon the sale of the shares and his or her basis in the stock (generally, the exercise price  plus the amount  taxed to the optionee as ordinary income).  If the optionee's holding period for the shares exceeds 12 months, such gain or loss will be a long-term capital gain or loss.
4.The Company generally should be entitled to a federal income tax deduction when ordinary income is recognized by the optionee pursuant to the exercise of a NQSO, provided the Company reports the income on a timely provided and filed Form W-2 or 1099, whichever is applicable.
5.An optionee may be entitled to exercise a NQSO by delivering shares of the Company's Common Stock to the Company in payment of the exercise price.  If an optionee exercises a NQSO in such fashion, special rules will apply.
6.Special rules apply if the Common Stock acquired through the exercise of a NQSO is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% stockholders.

Awards and Purchases:  The following general rules are applicable under current federal income tax law to the grant of Awards and Purchases under the 2015 Stock Plan:

1.Persons receiving Common Stock pursuant to an award of Common Stock ("Award") or a grant of an opportunity to purchase Common Stock ("Purchase") generally recognize ordinary income equal to the fair market value of the shares received, reduced by any purchase price paid.
2.The Company generally will be entitled to a corresponding federal income tax deduction.  When such stock is sold, the seller generally will recognize capital gain or loss.

Special rules apply if the stock acquired pursuant to an Award or Purchase is subject to vesting, or is subject to certain restrictions on resale under federal securities laws applicable to directors, officers or 10% stockholders.

The Board of Directors unanimously recommends a vote FOR the proposal to approve the 2015 Equity Incentive Plan.  Proxies solicited by the Board will be so voted unless shareholders specify otherwise in their proxies.

Proposal 3:Non-binding advisory vote regarding the compensation of the Company’s Named Executive Officers

At the 2013 Annual Meeting of Shareholders, the results of a non-binding advisory vote by the shareholdersStockholders, indicated a desire for an annual non-binding, advisory vote regarding the compensation of the Company’sour Named Executive Officers. TheOur Board believes holding a non-binding shareholder advisoryan annual vote on the compensation of the Company’s Named Executive Officers on annual basis will enhance shareholderstockholder communication by providing a clear, simple means for the Companyus to obtain information on investor sentiment about itsour executive compensation philosophy.  Inphilosophies and practices. Accordingly, in accordance with Section 14A of the Security Exchange Act of 1934, as amended, and the associated regulations, promulgated there under, shareholdersstockholders are therefore, being asked to provide a non-binding, advisory vote on the following resolution:
RESOLVED, that the stockholders of PAR Technology Corporation approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement, including the compensation tables and narrative discussion is hereby APPROVED.

contained herein.
The next non-binding, advisory vote regarding the compensation paid to the Company’sof our Named Executive Officers is disclosed inand the narrative discussion and compensation tables and on pages 17 through 25next non-binding, advisory vote regarding the frequency of this Proxy Statement.  As a smaller reporting company,such vote will be held at the Company provides disclosures pursuant to Item 402 (m) through (q)2019 Annual Meeting of Regulation S-K promulgated under the Securities Exchange Act of 1934 (“Regulation S-K”).  While the Company’s smaller reporting company status exempts it from Item 402(b) of Regulation S-K which imposes compensation discussion and analysis of its executive compensation practices, the Company has elected to continue to provide information regarding its objectives and practices regarding executive compensation in order to give its shareholders transparency into its compensation philosophy and practices.  As discussed in the disclosures contained in the Executive Compensation section of this Proxy Statement, the Company believes its compensation policies and decisions are focused on pay-for-performance principles and are strongly aligned with the long term interests of building shareholder value.Stockholders.

A shareholderThe vote onsolicited by Proposal 32 is advisory in nature, and therefore is not binding on PAR, the Company,Board, or the Compensation Committee. While the opinions of our stockholders are valued, the result of the vote will not require PAR, the Board, or the Compensation Committee or the Board.  The voteto take any actions, and will not be construed to create or implyas overruling any change to the fiduciary duties for the Company, the Compensation Committeedecision of PAR or the Board. However, the opinions of the Company’s shareholders are valued and toTo the extent there is any significant vote against the compensation of the Company’sour Named Executive Officers as disclosed in this Proxy Statement, the Company, the Compensation Committee, and the Boardwe will consider shareholderstockholder concerns and an evaluation will evaluatebe made as to whether any actions are necessary to address those concerns.
The Board of Directors unanimously recommends a vote FORFor the proposal to approve the compensation of the Company’sour Named Executive Officers as disclosed in this Proxy Statement, including the compensation tables and narrative discussion.
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TABLE OF CONTENTS
Proposal 3 — Ratification of UnlessTHE APPOINTMENT
OF BDO USA, LLP AS our Independent Auditors
The Audit Committee has appointed BDO USA, LLP as the Company’s independent auditors for 2018. BDO USA, LLP has served as our independent auditor since 2012.
Although your vote to ratify the appointment of BDO USA, LLP is not binding on the Company, the Audit Committee will consider your vote in determining the appointment of our independent auditors for next year. The Audit Committee reserves the right, in its sole discretion, to change an appointment at any time during the year if it determines that such a contrary direction is indicated, shares representedchange would be in our best interests.
Ratification of the appointment of BDO USA, LLP as our independent auditors for 2018 requires the affirmative vote of a majority of votes cast and entitled to vote on this Proposal.
The Board of Directors recommends a vote “For” ratification of the appointment of BDO USA, LLP as the Company’s independent auditors for 2018.
Principal Accounting Fees and Services
The following table presents fees billed to the Company for the years ended December 31, 2017 and December 31, 2016 by valid proxiesBDO USA, LLP.
Fiscal Year Ended
Type of Fees20172016
Audit Fees(1)
$699,151$741,328
Audit-Related Fees
Tax Fees
All Other Fees
Total:$699,151$741,328
(1)
Audit Fees are fees for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are not marked with a votenormally provided by the auditor in connection with Proposal 3,statutory and regulatory filings or engagements.
The Audit Committee has established a policy to pre-approve all auditing services and permitted non-audit services, including the fees and terms thereof, performed by the Company’s independent auditors. As such, all auditing services and permitted non-audit services, including the fees and terms thereof, performed by BDO USA, LLP were pre-approved by the Audit Committee.
One or more representatives of BDO USA, LLP are expected to attend the Annual Meeting, where they will have the opportunity to make a statement, if they so desire, and be voted FORavailable to answer appropriate questions.
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TABLE OF CONTENTS
2019 Annual Meeting
Stockholder Proposals
We will include in our proxy materials for our 2019 Annual Meeting of Stockholders any stockholder proposals that comply with Rule 14a-8 under the proposal.

OTHER MATTERS

OtherExchange Act. Rule 14a-8 requires that we receive such proposals not less than as described in120 days prior to the materialsone-year anniversary of this Proxy Statement, or by December 24, 2018. If the Board knows of no matters that will be presented at the Meeting for action by shareholders.  However, if any other matters properly come before the Meeting, or any postponement or adjournment thereof, the persons acting by authorizationproposal is in compliance with all of the proxiesrequirements set forth in Rule 14a-8 under the Exchange Act, we will vote thereoninclude the stockholder proposal in accordance with their judgment.

NO INCORPORATION BY REFERENCE

Inour proxy statement and place it on the Company’s filings with the SEC, information is sometimes “incorporated by reference.”  This means that we are referring shareholders to information that has previously been filed with the SEC and the information should be considered as partform of the particular filing.  As provided under SEC regulations, the “Report of the Audit Committee” and the executive compensation discussion contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC.  In addition, this Proxy Statement includes several website addresses.  These website addresses are intended to provide inactive, textual references only.  The information on these websites is not part of this Proxy Statement.  If you have received this document in paper form, the Company’s Annual Report to its shareholdersproxy issued for the year ended December 31, 2014, including audited consolidated financial statements, accompanies this Proxy Statement.  Except to the extent expressly provided herein, the Company’s2019 Annual Report is not incorporated in this Proxy Statement by reference.

AVAILABLE INFORMATION
The Company’s Annual Report on Form 10-K can be located with the Proxy Materials on the Company’s website http://www.partech.com/investors/proxy/.  In addition, the Annual Report on Form 10-K can be accessed under the SEC Filings link on our website http://www.partech.com/investors/xbrl-documents/ together with the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.  These reports are available for access as soon as is reasonably practicable after the Company electronically files such reports with, or furnishes those reports to, the SEC.  The Company's Corporate Governance Guidelines, Board of Directors committee charters (including the charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) and code of ethics entitled “Code of Business Conduct and Ethics” also are available at this same location on our website.  Shareholders can receive free printed copies of any or all of these documents by directing a written or oral request to: PAR Technology Corporation, Attention: Investor Relations, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, NY 13413-4991,
315-738-0600; http://www.partech.com/investors/investor-relations/.
SHAREHOLDER PROPOSALS FOR 2016 ANNUAL MEETING

Shareholders may submitMeeting. Stockholder proposals on matters appropriate for shareholder action at the Company’s Annual Meetings consistent with the regulations adopted by the SEC and the By-Laws of the Company.  To be consideredsubmitted for inclusion in next year’s Proxy Statement and form ofour proxy relatingmaterials should be mailed to the 2016 Annual Meeting, any shareholder proposals must be received at the Company’s general offices no later than the close of business on December 11, 2015.  If a matter of business is received by February 25, 2016, the Company may include it in the Proxy Statement and form of proxy and, if it does, it may use its discretionary authority to vote on the matter.  For matters that are not received by February 25, 2016, the Company may use its discretionary voting authority when the matter is raised at the Annual Meeting of Shareholders, without inclusion of the matter in its Proxy Statement.  Proposals should be addressed to the attention of:following address: Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991.  The
Stockholder Nominations of Directors
As described in our bylaws, stockholders may bring nominations for directors before the 2019 Annual Meeting only with timely and proper notice to the Company. To be considered timely, our Corporate Secretary must receive notice of stockholder nominations not more than 90 days nor less than 60 days before the 2019 Annual Meeting of Stockholders. However, in the event that the Company recommendsprovides less than 70 days’ notice or prior public disclosure of the date of the 2019 Annual Meeting, stockholders’ notice must be received not later than the close of business on the tenth (10th) day following the date on which the Company gives such notice or makes prior public disclosure. Based on an assumed annual meeting date of June 7, 2019, the deadline for stockholders to provide timely notice of director nominations and/or other items of business will be no earlier than March 9, 2019, and no later than April 8, 2019. Stockholders must mail written notice that complies with all suchrequirements set forth in our bylaws to the following address: Corporate Secretary, PAR Technology Corporation, PAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991. We recommend all submissions be sent by Certified Mail - Return Receipt Requested.

BY ORDER OF THE BOARD OF DIRECTORS
/s/ Viola A. Murdock
Secretary

Other Annual Meeting Business
Pursuant to our bylaws, stockholders may bring items of business before the Annual Meeting outside of the process pursuant to Rule 14a-8 only with timely and proper notice to the Company. To be timely, our Corporate Secretary must receive notice not more than 90 days nor less than 60 days before the 2019 Annual Meeting of Stockholders. However, in the event that the Company provides less than 70 days’ notice or prior public disclosure of the date of the Annual Meeting, stockholders’ notice must be received not later than the close of business on the tenth (10th) day following the date on which the Company gives such notice or makes prior public disclosure. Based on an assumed annual meeting date of June 7, 2019, the deadline for stockholders to provide timely notice of other items of business will be no earlier than March 9, 2019, and no later than April 17, 2015
APPENDIX A

PAR TECHNOLOGY CORPORATION
2015 EQUITY INCENTIVE PLAN

(Effective Date:  May 28, 2015)

1.Purpose and Eligibility.  The purpose of this 2015 Equity Incentive Plan (the “Plan”) of8, 2019. Stockholders must mail written notice that complies with all requirements set forth in our bylaws to the following address: Corporate Secretary, PAR Technology Corporation, a Delaware corporation (the “Company”) is to provide stock options, stock issuances and other equity interests in the Company (each, an “Award”) to (a) key employees, officers, directors, consultants and advisors of the Company and its Subsidiaries, and (b) any other Person who is determinedPAR Technology Park, 8383 Seneca Turnpike, New Hartford, New York 13413-4991. We recommend all submissions be sent by the Board to have made (or is expected to make) contributions to the Company.  Any person to whom an Award has been granted under the Plan is called a “Participant”.  Additional definitions are contained in Section 10.Certified Mail — Return Receipt Requested.

2.Administration.

a.Administration by Board of Directors. The Plan will be administered by the Board of Directors of the Company (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. The Board shall have authority, subject to the express limitations of the Plan, (i) to construe and determine the respective Stock Option Agreement, Awards and the Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the Plan and any Awards, (iii) to determine the terms and provisions of the respective Stock Option Agreements and Awards, which need not be identical, (iv) to initiate an Option Exchange Program, and (v) to make all other determinations in the judgmentBy Order of the Board of Directors, necessary or desirable
[MISSING IMAGE: sg_cathy-king.jpg]
Cathy A. King
Corporate Secretary
April 23, 2018
A copy of our Annual Report on Form 10-K for the administration and interpretation of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Stock Option Agreement or Award in the manner and to the extent it shall deem expedient to carry the Plan, any Stock Option Agreement or Award into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be final and binding on all interested persons.  Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.
b.Appointment of Committee.  To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to the Compensation Committee (the “Committee”).  All references in the Plan to the “Board” shall mean such Committee or the Board.  The Committee may consultyear ended December 31, 2017, including financial statements thereto but not including exhibits, as filed with the Company’s Stock Option Committee, which shall make recommendations, with respect to Participants eligible to receive Awards and the number of shares subject to the Award, to the Committee for its review and final approval.
c.Delegation to Executive Officers.  To the extent permitted by applicable law, the Board may delegate to one or more executive officers of the Company the power to grant Awards and exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the maximum number of Awards to be granted and the maximum number of shares issuable to any one Participant pursuant to Awards granted by such executive officers.
d.Applicability of Section Rule 16b-3.  Anything to the contrary in the foregoing notwithstanding if, or at such time as, the Common StockSEC on March 16, 2018, is or becomes registered under Section 12 of the Exchange Act of 1934, as amended (the “Exchange Act”), or any successor statute, the Plan shall be administered in a manner consistent with Rule 16b-3 promulgated thereunder, as it may be amended from time to time, or any successor rules (“Rule 16b-3”), such that all subsequent grants of Awards hereunder to Reporting Persons, as hereinafter defined, shall be exempt under such rule.  Those provisions of the Plan which make express reference to Rule 16b-3 or which are required in order for certain option transactions to qualify for exemption under Rule 16b-3 shall apply only to such persons as are required to file reports under Section 16 (a) of the Exchange Act (a “Reporting Person”).
e.Applicability of Section 162 (m).  Any provisions in this Plan to the contrary notwithstanding, whenever the Board is authorized to exercise its discretion in the administration or amendment of this Plan or any Award hereunder or otherwise, the Board may not exercise such discretion in a manner that would cause any outstanding Award that would otherwise qualify as performance-based compensation under Section 162 (m) of the Code to fail to so qualify under Section 162 (m).
3.Stock Available for Awards.

a.Number of Shares.  Subject to adjustment under Section 3(c), the aggregate number of shares of Common Stock of the Company (the “Common Stock”) that may be issued pursuant to the Plan is 1,000,000.  If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. If an Award granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Award shall again be available for subsequent Awards under the Plan, and if shares of Common Stock issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to, the Company at no more than the price paid for such shares, such shares of Common Stock shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.
b.Per-Participant Limit. Subject to adjustment under Section 3(c), no Participant may be granted Awards during any one fiscal year to purchase more than the number of shares of Common Stock that are authorized for issuance pursuant to the Plan.
c.Adjustment to Common Stock.  Subject to Section 7, in the event of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or similar event, (i) the number and class of securities available for Awards under the Plan and the per-Participant share limit, (ii) the number and class of securities, vesting schedule and exercise price per share subject to each outstanding Option, (iii) the repurchase price per security subject to repurchase, and (iv) the terms of each other outstanding Award shall be adjusted by the Company (or substituted Awards may be made if applicable) to the extent the Board shall determine, in good faith, that such an adjustment (or substitution) is appropriate.
4.Stock Options.

a.General.  The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option and the shares of Common Stock issuedcharge upon the exercise of each Option, including, but not limited to, vesting provisions, repurchase provisions and restrictions relating to applicable federal or state securities laws.  Each Option will be evidenced by a Stock Option Agreement, consisting of a Notice of Stock Option Award and a Stock Option Award Agreement (collectively, a “Stock Option Agreement”).
b.Incentive Stock Options. An Option that the Board intends to be an incentive stock option (an “Incentive Stock Option”) as defined in Section 422 of the Code, as amended, or any successor statute (“Section 422”), shall be granted only to an employee of the Company and shall be subject to and shall be construed consistently with the requirements of Section 422 and regulations thereunder.  The Board and the Company shall have no liability if an Option or any part thereof that is intended to be an Incentive Stock Option does not qualify as such. An Option or any part thereof that does not qualify as an Incentive Stock Option is referred to herein as a “Nonstatutory Stock Option” or “Non-Qualified Stock Option”.
c.Dollar Limitation. For so long as the Code shall so provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to qualify as Incentive Stock Options shall not qualify as Incentive Stock Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate Fair Market Value (determined as of the respective date or dates of grant) of more than $100,000. The amount of Incentive Stock Options which exceed such $100,000 limitation shall be deemed to be Non-Qualified Stock Options.  For the purpose of this limitation, unless otherwise required by the Code or regulations of the Internal Revenue Service or determined by the Board, Options shall be taken into account in the order granted, and the Board may designate that portion of any Incentive Stock Option that shall be treated as Non-Qualified Stock Option in the event that the provisions of this paragraph apply to a portion of any Option.  The designation described in the preceding sentence may be made at such time as the Committee considers appropriate, including after the issuance of the Option or at the time of its exercise.
d.Exercise Price.  The Board shall establish the exercise price (or determine the method by which the exercise price shall be determined) at the time each Option is granted and specify the exercise price in the applicable Stock Option Agreement, provided, however, in no event may the per share exercise price be less than the Fair Market Value (as defined below) of the Common Stock. In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any parent or subsidiary, then the exercise price shall be no less than 110% of the Fair Market Value of the Common Stock on the date of grant.
e.Duration of Options.  Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Stock Option Agreement; provided, that the term of any Incentive Stock Option may not be more than ten (10) years from the date of grant.  In the case of an Incentive Stock Option granted to a Participant who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any parent or subsidiary, the term of the Option shall be no longer than five (5) years from the date of grant.
f.Exercise of Option. Options may be exercised only by delivery to the Company of a written notice of exercise signed by the proper person together with payment in full as specified in Section 4(g) and the Stock Option Agreement for the number of shares for which the Option is exercised.
g.Payment Upon Exercise.  Common Stock purchased upon the exercise of an Option shall be paid for by one or any combination of the following forms of payment as permitted by the Board in its sole and absolute discretion:
i.by check payable to the order of the Company;

ii.only if the Common Stock is then publicly traded, by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price, or delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price;

iii.to the extent explicitly provided in the applicable Stock Option Agreement, by delivery of shares of Common Stock owned by the Participant valued at Fair Market Value (as determined by the Board or as determined pursuant to the applicable Stock Option Agreement); or
iv.payment of such other lawful consideration as the Board may determine.

The Board shall determine in its sole and absolute discretion and subject to securities laws and its Insider Trading Policy whether to accept consideration other than cash. The Fair Market Value of any shares of the Company's Common Stock or other non-cash consideration which may be delivered upon exercise of an Option shall be determined in such manner as may be prescribed by the Board.

h.Acceleration, Extension, Etc. The Board may, in its sole discretion, and in all instances subject to any relevant tax (including Section 409A of the Code) and accounting considerations which may adversely impact or impair the Company, (i) accelerate the date or dates on which all or any particular Options or Awards granted under the Plan may be exercised, or (ii) extend the dates during which all or any particular Options or Awards granted under the Plan may be exercised; provided, however, in no event may any extension exceed the lesser of the option term permitted under Section 4(e) herein or the term set forth in the governing Stock Option Agreement.
i.Determination of Fair Market Value. If, at the time an Option is granted under the Plan, the Company's Common Stock is publicly traded under the Exchange Act, “Fair Market Value” shall mean (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value shall be the last reported sales price for such stock (on that date) or the closing bid, if no sales were reported as quoted on such exchange or system as reported in The Wall Street Journal or such other source as the Board deems reliable; or (ii) the average of the closing bid and asked prices last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on a national market system. In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board after taking into consideration all factors which it deems appropriate.
5.Restricted Stock.

a.Grants.  The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to (i) delivery to the Company by the Participant of a check in an amount at least equal to the par value of the shares purchased, and (ii) the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock Award”).
b.Terms and Conditions.  The Board shall determine the terms and conditions of any such Restricted Stock Award. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).  After the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or, if the Participant has died, to the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant's death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate.
6.Other Stock-Based Awards.  The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units; provided, however, that any such grant that would be subject to Section 409A of the Code shall in all respects be compliant with Section 409A.
7.General Provisions Applicable to Awards.

a.Transferability of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, except as the Board may otherwise determine or provide in an Award, that Nonstatutory Options and Restricted Stock Awards may be transferred pursuant to a qualified domestic relations order (as defined in Employee Retirement Income Security Act of 1974, as amended) or to a grantor-retained annuity trust or a similar estate-planning vehicle in which the trust is bound by all provisions of the Stock Option Agreement and Restricted Stock Award, which are applicable to the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.
b.Documentation.  Each Award under the Plan shall be evidenced by a written instrument in such form as the Board shall determine or as executed by an officer of the Company pursuant to authority delegated by the Board.  Each Award may contain terms and conditions in addition to those set forth in the Plan, provided that such terms and conditions do not contravene the provisions of the Plan or applicable law.
c.Board Discretion.  The terms of each type of Award need not be identical, and the Board need not treat Participants uniformly.
d.Additional Award Provisions.  The Board may, in its sole discretion, include additional provisions in any Stock Option Agreement, Restricted Stock Award or other Award granted under the Plan, including without limitation restrictions on transfer, repurchase rights, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to Participants upon exercise of Awards, or transfer other property to Participants upon exercise of Awards, or such other provisions as shall be determined by the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan or applicable law (including Section 409A of the Code).
e.Termination of Status. The Board shall determine the effect on an Award of the disability (as defined in Code Section 22(e)(3)), death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant's legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award, subject to applicable law and the provisions of the Code related to Incentive Stock Options.
f.Change of Control of the Company.
i.Unless otherwise expressly provided in the applicable Stock Option Agreement or Restricted Stock Award or other Award, in connection with the occurrence of a Change in Control (as defined below), the Board shall, in its sole discretion as to any outstanding Award (including any portion thereof; on the same basis or on different bases, as the Board shall specify), take one or any combination of the following actions:

A.make appropriate provision for the continuation of such Award by the Company or the assumption of such Award by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Award either (x) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Change of Control, (y) shares of stock of the surviving or acquiring corporation or (z) such other securities as the Board deems appropriate, the Fair Market Value of which (as determined by the Board in its sole discretion) shall not materially differ from the Fair Market Value of the shares of Common Stock subject to such Award immediately preceding the Change of Control;

B.accelerate the date of exercise or vesting of such Award; or
C.permit the exchange of such Award for the right to participate in any stock option or other employee benefit plan of any successor corporation.
D.For the purpose of this Agreement, a “Change of Control” shall mean:

(a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended [the “Exchange Act”]) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the then outstanding shares of voting stock of the Company (the “Outstanding Voting Stock”); provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of 50% or more of Outstanding Voting Stock shall not constitute a Change in Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Voting Stock, shall not constitute a Change in Control; or

(b)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute a majority of the members of this Board; provided that any individual who becomes a director after the Effective Date whose election or nomination for election by the Company’s Shareholders was approved by a majority of the members of the Incumbent Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 under the Exchange Act), “tender offer” (as such term is used in Section 14(d) of the Exchange Act) or a proposed Merger (as defined below) shall be deemed to be members of the Incumbent Directors; or

(c)The consummation of (i) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from Merger, (ii) a complete liquidation or dissolution of the Company or (iii) the sale or other disposition of all or substantially all of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company.
g.Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Board shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction.  The Board in its sole discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days prior to such transaction as to all of the shares of Common Stock covered by the Option or Award, including shares as to which the Option or Award would not otherwise be exercisable, which exercise may in the sole discretion of the Board, be made subject to and conditioned upon the consummation of such proposed transaction.  In addition, the Board may provide that any Company repurchase option applicable to any shares of Common Stock purchased upon exercise of an Option or Award shall lapse as to all such shares of Common Stock, provided the proposed dissolution and liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Award will terminate upon the consummation of such proposed action.
h.Assumption of Options Upon Certain Events. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards under the Plan in substitution for stock and stock-based awards issued by such entity or an affiliate thereof.
i.The substitute Awards shall be granted on such terms and conditions as the Board considers appropriate in the circumstances.
j.Parachute Payments and Parachute Awards.  Notwithstanding the provisions of Section 7(f), if, in connection with a Change of Control described therein, a tax under Section 4999 of the Code would be imposed on the Participant (after taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code, if applicable), then the number of Awards which shall become exercisable, realizable or vested as provided in such Section shall be reduced (or delayed), to the minimum extent necessary, so that no such tax would be imposed on the Participant (the Awards not becoming so accelerated, realizable or vested, the “Parachute Awards”); provided, however, that if the “aggregate present value” of the Parachute Awards would exceed the tax that, but for this sentence, would be imposed on the Participant under Section 4999 of the Code in connection with the Change of Control, then the Awards shall become immediately exercisable, realizable and vested without regard to the provisions of this sentence. For purposes of the preceding sentence, the “aggregate present value” of an Award shall be calculated on an after-tax basis (other than taxes imposed by Section 4999 of the Code) and shall be based on economic principles rather than the principles set forth under Section 280G of the Code and the regulations promulgated thereunder. All determinations required to be made under this Section 7(j) shall be made by the Company.
k.Amendment of Awards.  The Board may amend, modify or terminate any outstanding Award including, but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.
l.Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.
m.Acceleration. The Board may at any time provide that any Options shall become immediately exercisable in full or in part, that any Restricted Stock Awards shall be free of some or all restrictions, or that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be, despite the fact that the foregoing actions may (i) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (ii) disqualify all or part of the Option as an Incentive Stock Option.
8.Withholding.  The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of an Award any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or the purchase of shares subject to the Award. Subject to the prior approval of the Company, including without limitation, its determination that such withholding complies with applicable tax and securities laws, which may be withheld by the Company in its sole discretion, the optionee or recipient of an Award may elect to satisfy such obligation, in whole or in part, (a) by causing the Company to withhold shares of Common Stock otherwise issuable pursuant to the exercise of an Option or the purchase of shares subject to an Award or (b) by delivering to the Company shares of Common Stock already owned by the optionee or Award recipient of an Award. The shares so delivered or withheld shall have a Fair Market Value of the shares used to satisfy such withholding obligation as shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined. An optionee or recipient of an Award who has made an election pursuant to this Section may only satisfy his or her withholding obligation with shares of Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

9.No Exercise of Option if Engagement or Employment Terminated for Cause.  If the employment or engagement of any Participant is terminated “for Cause”, the Award may terminate, upon a determination of the Board, on the date of such termination and the Option shall thereupon not be exercisable to any extent whatsoever and the Company shall have the right to repurchase any shares of Common Stock subject to a Restricted Stock Award whether or not such shares have vested.  For purposes of this Section 9, “for Cause” shall be defined as follows:  (i) if the Participant has executed an employment agreement, the definition of “Cause” contained therein, if any, shall govern, or (ii) conduct, as determined by the Board of Directors, involving one or more of the following: (a) gross misconduct; or (b) the commission of an act of embezzlement, fraud or theft, which results in economic loss, damage or injury to the Company; or (c) the unauthorized disclosure of any trade secret or confidential information of the Company (or any client, customer, supplier or other third party who has a business relationship with the Company) or the violation of any noncompetition or nonsolicitation covenant or assignment of inventions obligation with the Company; or (d) the commission of an act which constitutes unfair competition with the Company or which induces any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; or (e) the indictment of the Participant for a felony or serious misdemeanor offense, either in connection with the performance of his or her obligations to the Company or which shall adversely affect the Participant’s ability to perform such obligations; or (f) the commission of an act of fraud or breach of fiduciary duty which results in loss, damage or injury to the Company; or (g) the failure of the Participant to perform in a material respect his or her employment, consulting or advisory obligations without proper cause; or (h) intentional violation of securities laws or the Company’s Insider Trading Policy.  In making such determination, the Board shall act fairly and in utmost good faith. The Board may in its discretion waive or modify the provisions of this Section at a meeting of the Board with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under this Section.

10.Miscellaneous.

a.Definitions.
i.“Company”, for purposes of eligibility under the Plan, shall include any present or future subsidiary corporations ofrequest to: PAR Technology Corporation, as defined in Section 424(f) of the Code (a “Subsidiary”), and any present or future parent corporation of the Company, as defined in Section 424(e) of the Code. For purposes of Awards other than Incentive Stock Options, the term “Company” shall include any other business venture in which the Company has a direct or indirect significant interest, as determined by the Board in its sole discretion.Attn: Investor Relations, 8383 Seneca Turnpike, New Hartford, New York 13413.
A-827

ii.“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

iii.“Employee” for purposes of eligibility under the Plan shall include a person to whom an offer of employment has been extended by the Company.

iv.“Option Exchange Program” means a program whereby outstanding options are exchanged for options with a lower exercise price.

b.No Right To Employment or Other Status.  No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan.
c.No Rights As Stockholder.  Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder thereof.
d.Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board (the “Effective Date”).  No Awards shall be granted under the Plan after the completion of ten years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond that date.
e.Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time.
f.Settlement of Awards.  Any other provision of the Plan to the contrary notwithstanding, if any provision of the Plan permits a Participant, at his or her election, to receive a cash settlement of Options or other Awards under the Plan, or requires the Company to pay a cash settlement of Options or Awards under the Plan, the Participant shall be entitled to receive the cash settlement, and the Company shall be obligated to pay the cash settlement, only if the Company determines, in its sole and absolute discretion, to make such payment.

g.Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the state of incorporation of the Company, Delaware, without regard to any applicable conflicts of law.
Approvals:

Original Plan:
Adopted by the Board of Directors on:  March 10, 2015

Approved by the stockholders on: ________________
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Turning Stone Resort
Casino
Tower Meeting Rooms
(Birch Room)
5218 Patrick Road

Verona, New York 13478

800-771-7711
http://www.turningstone.com/about-us/

http://www.turningstone.com/resort-map/
From Syracuse Hancock International Airport:

Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. Take a

Turn left onto Route 365 and take the next left into the Resort.

From Albany, NY and points East:

Take I-90 (NYS Thruway) West to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight.

Turn left onto Route 365 and take the next left into the Resort.

From Binghamton, NY and points South:

Take I-81 North to Exit 16A; Take I-481 North to Exit 6; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. Take

Turn left onto Route 365 and take the next left into the Resort.

From Watertown, NY and points North:

Take Route I-81 South; Take I-481 South; Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. Take a

Turn left onto Route 365 and take the next left into the Resort.

From New York City:
·Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway)

·In the Albany Area I-87 becomes I-90. Make sure you stay on the Thruway(Toll Road) and do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West.
Take I-87 North (NYS Thruway) to I-90 West (NYS Thruway)
·Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight. Take a left onto Route 365 and the next left into the Resort.

In the Albany area I-87 becomes I-90. Take care to stay on the Thruway (Toll Road) - do not exit in the Albany area. If you are on I-87 Northway, get back to I-90 going West.

Take I-90 West to Exit 33 (Verona); through the tollbooth travel straight to the stoplight.

Turn left onto Route 365 and take the next left into the Resort.
From Buffalo, NY and points West:

Take I-90 (NYS Thruway) East to Exit 33 (Verona); through the tollbooth, travel straight to the stoplight. Take a

Turn left onto Route 365 and take the next left into the Resort.

IMPORTANT ANNUAL MEETING INFORMATION 1234567890ENDORSEMENT_LINE SACKPACK IMR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Vote by Internet •Go to www.investorvote.com/PAR •Or scan the QR code with your smartphone•  Follow the steps outlined on the secure website ( 1234 5678 9012 345) Shareholder Meeting Notice Important Notice Regarding the Availability of Proxy Materials for the PAR Technology Corporation Shareholder Meeting to be Held on May 28 2015 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders' meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at: www.investorvote.com/PAR ii Easy Online Access — A Convenient Way to View Proxy Materials and Vote H When you go online to view materials, you can also vote your shares. Step 1: Go to www.investorvote.com/PAR. Step 2: Click on the icon on the right to view current meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.Obtaining a Copy of the Proxy Materials - If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 14, 2015 to facilitate timely delivery.

TABLE OF CONTENTS
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Shareholder Meeting Notice The 2015 Annual Meeting of Shareholders for PAR Technology Corporation will be held at 10:00 AM, Local Time, on May 28, 2015 at Turning Stone Resort, Tower Meeting Rooms (Briar Room), 5218 Patrick Road, Verona, New York 13478 for the following purposes: Proposals to be voted on at the meeting are listed below along with the Board of Directors' recommendations. Your Board of Directors recommends a vote "FOR" Proposals 1, 2, and 3:1.To elect four (4) Directors of the Company for a term of office to expire at the 2016 Annual Meeting of Shareholders; 2.To approve the PAR Technology Corporation 2015 Equity Incentive Plan; 3.To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers; and 4.To transact such other business as may properly come before the Meeting or any adjournments or postponements of the Meeting. PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here's how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. g Internet - Go to www.investorvote.com/PAR. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. g Telephone - Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. g Email - Send email to investorvote@computershare.com with "Proxy Materials PAR Technology Corporation" in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 14, 2015.

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ENDORSEMENT_LINE SACKPACK "III MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. ADD 6 iiiiiiiiiiii iiiiiiiiiiiiiii 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 3:00 a.m., Eastern Time, on May 28, 2015. Vote by Internet •Go to www.investorvote.com/PAR •Or scan the QR code with your smartphone •Follow the steps outlined on the secure website Vote by telephone •Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone C123456789   •Follow the instructions provided by the recorded message ( 1234 5678 9012 345) Annual Meeting Proxy Card ▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ □ Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3. For Withhold □ □ □ For Withhold □ □ 02 - Paul D. Eurek 03 - Dr. John W. Sammon 1. Nominees for a term of office to expire at the 2016 Annual Meeting of Shareholders: For Withhold □ □ 01 - Ronald J. Casciano 04 - Todd E. Tyler 2. To approve the PAR Technology Corporation 2015 Equity Incentive Plan.For Against Abstain □ □ □ 3. To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers.For Against Abstain □ □ □  0 Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below.Meeting Attendance □ Mark the box to the rightT~I if you plan to attend theI—' Annual Meeting. Annual Report Mark here if you no longer wish to receive paper annual meeting materials and instead view them online. M Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, administrator, trustee or guardian, please give full title as such and if signing for a corporation, please give your title. When shares are in the name of more than one person, all should sign the proxy.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. / / llllllllllllllllllllllll C 1234567890J NT 1UPX 2356171 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND  02219E

IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2015.THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy ▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ REVOCABLE PROXY - PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS - MAY 28, 2015 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder of PAR TECHNOLOGY CORPORATION hereby appoints RONALD J. CASCIANO and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the Company which the undersigned is entitled to vote at the 2015 Annual Meeting of Shareholders to be held on Thursday, May 28, 2015 at 10:00 AM, Local Time, at Turning Stone Resort, Tower Meeting Rooms (Briar Room), 5218 Patrick Road, Verona, New York 13478 and at any adjournment thereof, for the matters set forth and more particularly described in the accompanying Notice of Annual Meeting and Proxy Statement and upon such other matters which may properly come before the meeting. If no direction is made, this proxy will be voted FOR Proposals 1, 2 and 3. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

Iiiiiiiiiiii IMPORTANT ANNUAL MEETING INFORMATION 0 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card ▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼  □ Proposals - MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.+ For Withhold □ □ □ □ For Withhold □ □ For Withhold □ □ 03 - Dr. John W. Sammon 1. Nominees for a term of office to expire at the 2016 Annual Meeting of Shareholders: 02 - Paul D. Eurek 01 - Ronald J. Casciano 04 - Todd E. Tyler  2. To approve the PAR Technology Corporation 2015 Equity Incentive Plan. For Against Abstain □ □ □ 3. To obtain a non-binding advisory vote regarding the compensation of the Company's Named Executive Officers. For Against Abstain □ □ □ IB Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below If signing as attorney, executor, administrator, trustee or guardian, please give full title as such and if signing for a corporation, please give your title. When shares are in the name of more than one person, all should sign the proxy. +Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. / / 1UPX 2356172 0221AE

IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2015. THE PROXY MATERIALS ARE AVAILABLE ON-LINE AT: www.partech.com/investors/proxy ▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ REVOCABLE PROXY - PAR TECHNOLOGY CORPORATION ANNUAL MEETING OF SHAREHOLDERS - MAY 28, 2015 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned shareholder of PAR TECHNOLOGY CORPORATION hereby appoints RONALD J. CASCIANO and JOHN W. SAMMON or any one of them, jointly or severally, as proxies with full power of substitution, to vote all shares of Common Stock of the Company which the undersigned is entitled to vote at the 2015 Annual Meeting of Shareholders to be held on Thursday, May 28, 2015 at 10:00 AM, Local Time, at Turning Stone Resort, Tower Meeting Rooms (Briar Room), 5218 Patrick Road, Verona, New York 13478 and at any adjournment thereof, for the matters set forth and more particularly described in the accompanying Notice of Annual Meeting and Proxy Statement and upon such other matters which may properly come before the meeting. If no direction is made, this proxy will be voted FOR Proposals 1, 2 and 3. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.