UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 26, 2021
(Exact Name of Registrant as Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification
No.)
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(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (315 ) 738-0600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 5.02 – |
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) Matthew Cicchinelli resigned as President of PAR Government Systems Corporation (“PAR Government”) effective end of business Monday, November 29, 2021. PAR Government is a wholly owned subsidiary of PAR
Technology Corporation (the “Company”). Mr. Cicchinelli will remain employed through January 15, 2022 to provide transition services to his successor, serving as senior advisor to the President of PAR Government. During the transition period, Mr.
Cicchinelli’s compensation will continued unchanged; further, provided that Mr. Cicchinelli remains employed with PAR Government through and including December 31, 2021, Mr. Cicchinelli will be entitled to receive payment of his annual short-term
incentive bonus earned, but unpaid with respect to the fiscal year ending December 31, 2021, and the portion (one-third) of Mr. Cicchinelli’s 2019 performance restricted stock grant, for which the performance period ends on December 31, 2021, will
become vested based on the actual achievement of established performance targets. In order to receive these benefits, Mr. Cicchinelli must continue to comply with the requirements of his non-disclosure, non-competition, and non-solicitation
agreement and deliver a fully executed and effective release of claims in favor of PAR Government.
(c) Effective November 30, 2021, Michael Nelson (age 50) became the new President of PAR Government. Prior to his appointment as
President of PAR Government, Mr. Nelson served in various capacities within Riverside Research Institute since 2001, including most recently, as Vice President, beginning February 2021, and as Executive Director from October 2016 - February 2021.
Mr. Nelson will report directly to the Chief Executive Officer and President of the Company.
Mr. Nelson will receive an annual base salary of $325,000 and, beginning with the fiscal year ending December 31, 2022 (“FY 2022”), Mr.
Nelson will be eligible to participate in the Company’s incentive compensation plans as in effect from time to time for executive officers, as follows: under the Company’s annual short-term incentive plan (“STI”), Mr. Nelson will have the
opportunity to earn, on an annual basis, a cash bonus subject to the achievement of performance targets established by the Company’s Board of Directors (or Committee thereof, the “Board”) for the applicable performance period. Mr. Nelson’s STI
bonus target for FY 2022 is 40% of his base salary earned in such fiscal year; and, under the Company’s long-term incentive plan (“LTI”), Mr. Nelson will be eligible to receive equity awards under the Amended and Restated PAR Technology
Corporation 2015 Equity Incentive Plan (as amended or restated from time to time, or its successor), and subject to the terms and conditions of the Company’s standard forms of LTI award agreements. Mr. Nelson’s LTI equity award target for FY 2022 is equal to 20% of his 2022 base salary, and vesting will be subject to the achievement of performance targets established by the Board. Mr. Nelson will receive a signing bonus in the
amount of $135,000, which must be returned to PAR Government in the event that Mr. Nelson’s employment is terminated for cause or he leaves without good reason, in either case on or before November 30, 2022.
In the event that Mr. Nelson’s employment is terminated by PAR Government without cause, he will receive four months of his then base salary, paid on a semi-monthly basis. If the termination without cause occurs in
connection with a change of control of PAR Government, Mr. Nelson will receive six months of his then base salary, paid on a semi-monthly basis, payment of any STI bonus earned but unpaid with respect to a fiscal year ended, and payment of any
pro-rated portion of the annual STI bonus that would have been earned by Mr. Nelson for the fiscal year in which his employment was terminated. The foregoing payments are subject to Mr. Nelson’s continued compliance with his non-disclosure,
non-solicitation agreement and delivery of a fully executed and effective release of claims in favor of PAR Government.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PAR TECHNOLOGY CORPORATION
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Date:
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November 30, 2021
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/s/ Bryan A. Menar
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Bryan A. Menar
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Chief Financial and Accounting Officer
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(Principal Financial Officer)
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