Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On July 6, 2020, Matthew Cicchinelli and PAR Government Systems Corporation
(the "Company") entered into an employment agreement (the "Employment
Agreement") by which Mr. Cicchinelli will continue to serve as the President of
the Company. The Employment Agreement became effective on July 6, 2020.
Mr. Cicchinelli's annual base salary will be $259,350. Mr. Cicchinelli will
continue to participate in PAR Technology Corporation's annual short-term
incentive plan ("STI") and long-term incentive plan ("LTI") each as in effect
from time to time for executive officers. For the fiscal year ending December
31, 2020 (the "FY 2020"), Mr. Cicchinelli's STI bonus target is 55% of his base
salary earned in FY 2020 ("2020 STI bonus target") and his STI bonus payout will
be 50%, 100% and 160% of his 2020 STI bonus target. Mr. Cicchinelli's 2020 LTI
award target is $75,000.00. Actual payout of Mr. Cicchinelli's 2020 STI bonus
and his 2020 LTI award will be subject to the achievement of Company and
individual performance targets as certified by PAR Technology Corporation's
Board of Directors (or a Committee thereof). Mr. Cicchinelli's LTI award will be
made pursuant to the Amended and Restated PAR Technology Corporation 2015 Equity
Incentive Plan (as the same may be amended or restated from time to time, or its
successor). Additionally, in the event Mr. Cicchinelli's employment is
terminated by the Company without cause or Mr. Cicchinelli resigns for a good
reason then, in consideration of a release of claims in favor of the Company
("Release") and his continued compliance with the restrictive covenants to which
he is subject, including non-disclosure, non-solicitation, non-competition and
non-disparagement ("Restrictive Covenants"), Mr. Cicchinelli will be entitled to
payment of 6-months salary, payable semi-monthly for 6 months, in accordance
with the Company's normal payroll practices, plus the payment of any STI bonus
and any Company employee benefit incentive ("EBI") earned, but unpaid with
respect to a fiscal year ended; in the event Mr. Cicchinelli's employment is
terminated without cause or for good reason during a change of control
protection period (three months pre-/13 months post- change of control) then, in
consideration of a Release and his continued compliance with the Restrictive
Covenants, Mr. Cicchinelli will be entitled to payment of 9-months salary,
payable semi-monthly for 9 months, in accordance with the Company's normal
payroll practices, plus the payment of any STI bonus and EBI earned, but unpaid
with respect to a fiscal year ended, the pro-rated portion of the annual STI
bonus that Mr. Cicchinelli would have earned for the fiscal year in which his
employment was terminated, and the remaining unvested shares of restricted stock
granted to Mr. Cicchinelli in May 2019 shall vest; as of July 6, 2020, of the
10,000 shares of restricted stock granted to Mr. Cicchinelli in May 2019, 5,000
shares remain unvested and are scheduled to (time) vest on January 1, 2021 in
accordance with the terms of the May 2019 restricted stock award, amended
effective as of July 6, 2020 to reflect the forgoing accelerated vesting events.
Mr. Cicchinelli will continue to work out of the Company's headquarters in Rome,
New York and he will continue to be eligible to participate in the Company's and
PAR Technology Corporation's other benefit plans in which executive officers and
employees participate.
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