EX-10.22 3 ex10_22.htm EXHIBIT 10.22

Exhibit 10.22
November 14, 2016
Mr. Bryan Menar
4531 Pauli Drive
Manlius, NY 13104
Dear Bryan;
On behalf of myself and the Board of Directors of PAR Technology Corporation (“PAR” or “Company”), I am pleased to offer you to the position of Vice President and Chief Financial Officer of PAR Technology Corporation. Upon execution by you, this letter will constitute your employment offer from PAR regarding your service beginning January 3, 2017, the date at which your employment will be effective (the “Start Date”). This offer and your employment relationship are subject to the terms and conditions of this letter set forth below.
Position
You will join the Company as the Vice President and Chief Financial Officer of PAR Technology Corporation, reporting to the President and Chief Executive Officer. Your position will be located at PAR’s corporate headquarters in New Hartford, New York. You will be expected to devote your full working time and attention exclusively to the business and interests of PAR and to comply with and be bound by PAR’s operating policies, procedures and practices. You may not render services to any other business without prior approval of the Board of Directors, nor engage or participate, directly or indirectly, in any business that is competitive in any manner with the businesses of PAR.
Annual Base Salary
As of the Start Date, you will be compensated at an annualized salary of $25 0,000 (“Annual Base Salary”), subject to applicable payroll deductions and such federal, state and local taxes and other withholdings as are required by law. PAR will also offer you a signing bonus in the amount of $50,00 0.00 to be paid within thirty days of you joining the organization. The Annual Base Salary and Signing Bonus shall be paid in accordance with PAR’s standard payroll practices.
Annual Cash Bonus
While employed hereunder, you will be eligible to receive an “Annual Cash Bonus” in accordance with the terms of PAR’s Incentive Compensation Plan (“ICP”) and shall be based upon performance against financial targets associated with the Annual Operating Plan (“AOP”) and specific business objectives determined by the Board of Directors on an annual basis. You will be eligible for the Annual Cash Bonus starting in the 2017 calendar year. Your participation level for on target performance for 2017 ICP will be up to 30% of your Annual Base Salary.
New Hire Option Award
Subject to any trading black out periods that may be imposed from time to time by the Company, you will be granted 40,000 non-qualified stock options (“New Hire Options”) at the Board’s next scheduled date for option grants.Such options will be granted at the fair market value of the stock as of the market close on the date of grant and will vest in equal installments over four years (i.e., 10,000 shares of the grant will vest each year), with the first 1 0,000 shares vesting on the first anniversary of the date of grant. The grant will be subject to the terms of the applicable Equity Incentive Plan and the standard terms of equity grants as have been approved by the Board.
8383 Seneca Turnpike- New Hartford, NY 13413- PAR Technology Corporation

Severance
Should your employment be terminated before the three year anniversary of the Start Date by PAR for any reason other than for Cause,as defined herein, or if you terminate your employment for Good Reason, as defined herein, PAR will pay you a severance amount equal to six months of your then current Annual Base Salary in exchange for a duly executed standard release of claims.
For purposes of this Agreement “Cause” shall be defined as your:

| 1. | refusal or willful failure to substantially perform your material job duties and responsibilities;

| 2. | failure or refusal to comply in any material respect with (a) Company policies and (b) lawful directives of the Chief Executive Officer and Board of Directors;

| 3. | material breach of any contract or agreement between you and the Company (including but not limited to this Agreement and any equity incentive or restrictive covenant agreements);

| 4. | material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company;

| 5. | commission of an act of fraud, theft, embezzlement and other unlawful act against the Company or involving its property or assets (including, without limitation, its products and services);

| 6. | engaging in unprofessional,unethical or other acts that materially d i scredit the Company or are materially detrimental to the reputation, character or standing of the Company, its property or assets (including, without limitation, its products and services); and

| 7. | you indictment or conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude.

For purposes of this Agreement, Good Reason shall be defined as any of the following, which is not cured by the Company within 30 days following wr i tten notification from you to the Company as required below: (i) directing or otherwise requiring you to take any action that would constitute a felony or other crime, moral turpitude, misappropriation, dishonesty, unethical business conduct, including bribery or similar conduct, fraud or breach of fiduciary duty; (ii) without your consent, a significant reduction by the Company in your Annual Base Salary; or (iii) the Company’s material breach of the Company’s material obligations under this Agreement. You shall provide the Company with written notice detailing the specific circumstances alleged to constitute Good Reason within 30 days after you first know of such circumstances, or with the exercise of reasonable diligence would know, of the occurrence of such circumstances, and must actually terminate employment within 30 days following the expiration of the Company’s cure period if the Company has failed to cure such circumstances within such period. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by you.
8383 Seneca Turnpike- New Hartford, NY 13413- PAR Te c hnology Corp o rat i on

Benefits
You will be eligible to participate in all standard employee benefit plans as may be in effect and as amended from time to time for PAR employees generally. Your participation shall be subject to the terms of the applicable plan documents, as well as generally applicable policies associated with such benefits, as such plan documents and policies may be amended from time to time.
PAR’s current benefit package includes an Employee Choice Plan with options as follows:

| • | Health, Dental and Vision Insurance

| • | Supplemental Short-Term Disability Insurance

| • | Long-Term Disability Insurance

| • | Supplemental Life Insurance

| • | Spouse and child/children life insurance

| • | Flexible Spending Accounts for Unreimbursable Medical Expenses and Dependent Care

Please be aware that employee-elected benefits are not available to you until the first calendar day of the month following your Start Date.
All full-time employees are eligible for the benefits below effective on the first day of their employment. They are as follows:

| • | New York State Disability Insurance

| • | Life Insurance (2x Annual Base Salary to a maximum of $500K)

| • | PAR Technology Corporation Retirement Plan including: a 401(k) - matched by Company at 10% of employee contribution, with automatic enrollment at 3% level, and profit sharing with 100% contribution by Company at the sole discretion of the Board based on financial results.

| • | Paid Holidays (7)

Annual Leave and Personal Time Off- Annual Leave (i.e., vacation) will be accrued at the rate of 10 hours per month, yielding three weeks Annual Leave per fiscal year . In addition, you will receive four (4) Personal Time Off days per fiscal year. Unused Personal Time Off and Annual Leave may not be carried over to succeeding years.
Your employment with PAR will be “at-will.” This means your employment is not for any specific period of time and can be terminated by you at any time for any reason. Likewise, PAR may terminate the employment relationship at any time, with or without cause or advance notice. In addition, PAR reserves the right to modify your position or duties to meet business needs and to use discretion in imposing appropriate discipline should such action be deemed necessary.
Contingencies. This offer is contingent upon the following:

| • | Signing Company’s Employment Agreement (See enclosed).

| • | Compliance with federal Form 1-9 requirements (please bring suitable documentation with you within your first three days of work verifying your identity and legal authorization to work in the United States).

| • | Verification of the information contained in your employment application, including satisfactory references.

| • | Successfully passing a pre-employment drug-screening and favorable results from a criminal background check, work history, education verification and credit check.

8383 Seneca Turnpike- New Hartford, NY 13413- PAR Te c hnology Corp o rat i on

This offer will remain open for seven (7) days from the date of this letter. To indicate your acceptance of PAR’s offer on the terms and conditions set forth in this letter, please sign and date this letter in the space provided below and return it to me no later than seven days from the date of this letter.
We look forward to having you join us as part of the executive management team at PAR Technology Corporation.
Sincerely,
/s/ Karen E. Sammon
Karen E. Sammon
President & CEO
PAR Technology Corporation
I have read this offer letter in its entirety and agree to the terms and conditions of employment. understand and agree that my employment with the Company is at-will.

/s/ Bryan Menar |  | 11/14/2016 |
Bryan Menar |  | Date |

8383 Seneca Turnpike- New Hartford, NY 13413- PAR Te c hnology Corp o rat i on

EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered i nto this 14th day of November 2 0 16 by and between PAR T echno logy Corporation (hereinafter referred to as the “Company”), and Bryan Menar hereinafter referred to as “Employee”).
WHEREAS, the Company is a N ew York corporat ion engaged in the design, development and i mplementation of advanced technology computer software system solutions; and
WHEREAS, the parties hereto acknowledge that confidential and proprietary information pertaining to the Company’s business may be made available by the Company to the Employee in the course of his or her duties, and
WHEREAS, the Emp lo yee may deve l op in the course of his or her duties, confident i al and proprietary inform ation pertaining to the Company’s overall business which i nvolved the expenditure of substantia l effort and monies by the Company, and
WHEREAS, said confidential and/or proprietary information is valuab l e to t h e Company and gi ves the Company an advantage ove r competition who do n ot know or use it.
NOW, THEREFORE, in cons ider ation of the premises aforesaid, and the mutua l covenants and agreements contained herein, and for other good and valuable co n sideration, in cl uding conti nu ed employment, the receipt of which is hereby acknowledged, the parties cove nant and agree as f o llow s:

| 1. | Th e Company does her e by employ Employ ee in th e pos iti on of VP, Chief F i nanc i a l Officer a nd Employee does hereby accept s uch employment and agrees to perform the duties of such pos i tion in an e fficient, trustworthy, and businesslike manner and upon the terms and conditions expressly set forth in this Agreement. Employee’s duties will include all of those generally associated with said position and such other duties as the Company’s Board of Directors, Officers and management personnel may assign from time to time, all subject to the directives of the Boa r d and the corpora t e policies of the Company as they are in effect from time to time throughout the p er iod of employment. Employee will at all times during Employee’s employment hereunder to give Employee’s full attention and best efforts for the benefit and advantage of the Company and w i ll execute and perform such duties assig n ed to Employee.

| 2. | This Agreement shall be effective as of November 14, 2016.The parties agree and understand that the emp l oyment relationship is “AT WILL” and may be terminated by th e Company at any time, with or without notice, for any lawful reason, including, but not limited to, for the reasons specified in Pa ragraphs 5, 6 and 7 herein. The Employee must provide the Company w i th at least two (2) weeks’ notice of termination.

| 3. | During the period of employment, the Company shall pay to Employee the agreed upon Annua l Base Salary as set forth in Employee’s Offer Letter, which shall be paid i n acco r dance with the Company’s regular payroll practices in effect from time to time and i n acc ordanc e with applicable law.

| 4. | During the period of employment, the Employee shall be entitled to participate in all retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made ava ila ble by the Company to the Company’s employees generally in accordance with the eligibility and parti ci pation provisions of such plans and as such plans or programs may be i n effect from time to time.

| 5. | Employee agrees that during the period of employmen t, Employee wi ll devote Employee’s time and best efforts to the Company. Without the prior written authorization of the Company, Employee shall not, dire c tly or indire c tly during the period of employment:

| a. | Enter into any business, professional or commercia l activity which interferes with or impai r s Employee’s productivity for the Company; or

| b. | Engage in any activity compet itiv e with or adverse to the Company’s business interests or we lf are, whether a l one, as a partner, or as an officer, director, employ ee. or more than t e n percent (10%) s h areholder of any other cor poration.

Standard Employment Agreement | 1 | 11/18/11

Volunteering for charitable organizations or working with non-p rofit o rganization s i s acceptab l e per th is Agreement, so l ong as it doesn’t unduly interfere with Emplo yee’s ability to effectively p e rfo rm the E mp l oyee’s du t ie s wit h th e Compa n y.

| 6. | Empl oyee covenants and agrees, that for a period of one (1) year, runnin g co n secu ti ve l y from the beginning of th e Emp lo yee’s last date of employment with the Company (w h ether the E mp l oyee is t er m i nat e d f or any r eason or no reaso n and w h ether em pl oyme n t is termina t ed at the option of the Empl oyee or th e Company), n o t to directly or indirectly, for th e Employee’s own business or fo r any other business. solic i t, hire, recrui t, attempt t o hi re o r re c ruit •or induce the t e rmin ation of e mp loy ment of any employee of the Company or solicit, hire, recruit, attempt to hire or recruit any person who has be e n an employee of the Company within the immed i ate l y preceding six (6) months prior t o the Employ ee’s la s t date of emp loyment.

| 7. | Emp loyee agrees that during th e period of Employee’s em pl oyment by the Company or ther eafter, Em p l oyee will n o t disclose or use at any t ime any Confidential In for m ation (as defi n e d be l ow) of wh i c h the Employee is or becomes aware, excep t to the exten t such disc l osure or u se is directly re l ated to and required by Employee’s job duties for the Company or as authorized i n writing by th e Co m pany. Employee will take all reasonably approp r iate steps t o safeguard Confident i al Information in hi s or her p ossess i on a nd to protect it against disclosure, m i s u se, espio nage, loss, and th eft. The Employee shall deliver t o the Company at the termination of the pe r i o d of employme nt, or a t any time the Company may r equest, all memoranda, notes, plans, records. r e p orts, computer tapes and softwa re and o th e r do cu m e nt s and data (and cop ie s thereof) relating to the Confidential Information o r th e Work Product (as hereinafter defin ed) of th e bus in ess o f the Company, which the Em pl oyee may then possess or have under his or her contro l. Notw i thstanding the foregoi ng, the Employee may t ruthfully respond to a lawful and valid subpoena or other lega l pro c ess. but shall g i ve the Company the ea rlies t poss i bl e not ic e th e r eof, shall ma k e available to the Company a nd it s counsel the documents a nd o ther inf or m a ti on sough t as much in advance of the return date as possible, and shall assist the Company and such counsel in r espond in g to s u c h process.

| a. | As used in this Agreement, th e t erm “Co nfidential Inf ormation” mea n s i nformation that is not generally known to the public and that is used, developed or obtained by the Co m pa n y i n co nne ctio n with it s business, i n clu din g, but not l i mited to, in for mation, observations, and data obtained by t he Employee w hile em pl oyed by the Company concern in g (i) th e business or affairs of the Company, (i i) products o r serv ic es, (iii) fees, costs, compensa tion, a nd pr icing structures, (iv) designs, (v) a n alyses, (vi) d r awings, photog rap h s a nd r eports,(vi ii) computer software, i n cludi n g ope r ating systems, applications a nd program li st in gs, (v iii) flow c hart s, manuals and documen ta tion, (i x) databases, (x) accounting and business methods, (xi) inven ti ons, devices,new developments, methods a nd processe s,whether p atentab l e or u n patentable and whe th e r or n o t r e duced to p ractice, (xii) c u s t ome r s and cl ie nts and c ustomer o r c l ie n t l ists, (xiii) other copyrightab l e works, (x i v) a ll production methods, pr ocesses, tec h n o l ogy an d tr ade secrets,and (xv) a ll similar and r elated information in whatever form. Confi d ential Informati o n will n ot in c lude any i n fo rm a ti on th at has been published (other than a disclosure by the Employee in breac h of this Agreement) in a f orm g e nerally ava i l ab l e to the public prior to the date the Emp l oyee proposes t o disclose or use such information. Co n fidentia l I n formation will not be deemed to have been publis h ed merely be ca use indi vidua l portions of the i nformat i o n h ave b ee n separa t e l y published, but only if a ll materi a l f ea tu res co mpr om i si ng suc h inform at ion have be en pub l ished in combi n atio n.

| b. | As used in this Agreement, th e term “Work Produc t” means a ll i nventions, inno va ti o ns, impr ove ment s,te c hn ica l information,sys tem s,software developmen t s,methods, de s igns, a n alyses. drawings, r epo rts, service marks, trademarks, trade names, l ogos, a nd all si mil ar or r elated i n formation (whether pate nt able or unpatentabl e, copyrigh table, r eg i stered as a trademark, reduced t o writing, or ot h erwise) th a t relates to th e Company’s actual or anticipa t ed business, r esearch and development, or existing or futur e pro du c t s or services a nd which are conce i ved, devel oped o r made by Employee (w h ether o r n ot during u s ual business hou r s, whethe r or not by th e u se of th e faci lit ies of th e Company, and whether or not alone or in conjunction wit h a ny other pe r son) while employed by th e Compa n y (in c ludin g those conceived, developed o r made pr ior to the effective date of this Ag r eeme n t) t oget h er with a ll patent applica tions, le tters pa t e nt. trad e m ark, tr a d e name and service mar k app l ications or registrat io n s, copyrigh t s and reis s ues th ereo f that may b e granted for or upon a ny of the foregoing. All Work P r od u ct that the Employee may h ave d isco vered, inven t ed, o r or i ginated during h i s or he r e mployment wit h t h e Compa n y prior to t he effect i ve date of th is Agreement or tha t he or s h e may discover. invent o r o rigin ate during th e period o f emp l oyment s h all b e t he exclusive property of the Co m pany, an d Emp lo yee h ereby assigns all of Employee’s right, title and interest in and to such Work Product to the Company, including all intellectual property rights therein. Employee shall promptly disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its rights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending, and enforcing the Company’s rights therein. Employee hereby appoints the Company as his or her attorney-in-fact to execute on hi s or her behalf any assignments or other documents deemed necessary by the Company to protect or perfect the Company’s rights to any Work Product.

Standard Employment Agreement | 2 | 11/18/11

| 8. | In the event of a breach or threat of breach by Employee of the provisions of this paragraph, the Company shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such actions. The Employee hereby acknowledges that other rem e dies are inadequate. In addition. Company shall be reimbursed by Employee for all l egal costs i ncurred by the Company in enforcing the provisions of this paragraph.

| 9. | It is further agreed that should Employee breach this Agreement, the Company may immediately terminate employee, anything herein to the contrary notwithstanding.

| 1 0. | In addition to the rights of termination set forth above, the Company may terminate this Agreement and immediately cancel it by giving written notice to Employee if the Company believes, in its own and sole judgment, that, the Employee has been involved at any level in industrial sabotage, theft or other acts detr i mental to the Company; or the security clearance for the U.S. Government or any agency thereof, at whatever clearance level desired by the Company for the Employee, will never be granted or will not be granted within a reasonable time to allow for Employee to participate in work assigned by the Company.

| 11. | This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied.In furtherance of the foregoing, the internal law of the State of New York will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

| 12. | Except for violations of paragraph 6, any dispute arising under, or alleged violation of, this Agreement. and any claim, charge, or cause of action by Employee relating to his employment, including but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Rehabilitation Act of 1973, Title 42 of the United States Code§§ 1981, 1982, 1983 and 1985, the Fair Labor Standards Act. the Family and Medical Leave Act, the Occupational Safety and Health Act, the Sarbanes- Oxley Act of 2002, the New York Human Rights Law, the New York Labor Law, and any o ther statute prohibiting employment discrimination or dealing with employment rights and any contract or tort claim including any claims pursuant to this Agreement, shall be subm i tted exclusively to arbitration under the Employment Dispute Arbitration rules of the American Arbitration Association. The arbitration shall be held in the County of Oneida, State of New York.The arbitrator shall be chosen by the Employment Dispute Arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding. In construing or applying this Agreement, the arbitrator’s jurisdiction shall be limited to interpretation or application of this Agreement, and the arb i trator shall not have the power to add to, to delete, or modify any provision of this Agreement. Each party shall bear his/her or its own expenses in arbitration, except that the parties shall share the costs of the arbitrator equally. The arbitrator is hereby authorized to award attorneys’ fees to the prevailing party to the same extent the prevailing party would be entitled to an award of attorneys’ fees pursuant to the above enumerated statutes and/or any enforcement provisions contained in those statutes.

| 13. | Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim regarding any dispute arising under, or alleged violation of, this Agreement and any claim, charge, or cause of action by Employee relating to his employment with the Company.

| 14. | Any notice requ i red to be given pursuant to the provisions of this Agreement shall be in writing and delivered to the partie s at the following addres s es, or at such other a ddresse s as the partie s may notify each other thereof at any time by certified mail, return receipt requested or overnight courier:

Standard Employment Agreement | 3 | 11/18/11

TO: | PAR T ec h Inc. |  | TO | Bryan Menar
| Att ent ion: Hum a n Resources D ept. |  |  | 4531 Pauli Drive
| 8383 Seneca Turnp ike |  |  | Manlius, NY 13 1 04
| New Ha rtford, N.Y. 13413-4991 |  |  |

| 15. | Th e p arties desire that the prov isio ns of this Agreement be enforced to the fullest extent permissible und e r the l aws and public pol ic i es a ppli ed in each j uris d i ction i n which enforcement is sought. Ac co rdingly, if any particular provi sio n of t h is Agreement i s found to b e in va lid, p r ohibited, or unenforceable under a ny pre sent or f utur e la w, and if the rights and obligations of any party und e r thi s Agreeme nt wi ll not be materially and adversely affected thereby, such prov isions shall b e ineffective, w ith out inva lidati ng t h e re m a ining p rovisio n s of this Agreement or affec tin g the validity o r enforceability of such provision in any other jurisdi c t io n. To this end, the prov i sio n s of this Ag r eeme nt are declared t o be seve r able. Notwithstanding the forego i ng, if such provision could be m o r e na r r ow l y drawn so as no t to be inva l i d, p rohibi ted or unenforceable i n such jur isd i c ti o n, i t shall, as to such ju r i sd i ctio n, be so narrowly drawn, without invalidating the remai nin g prov i sions of t hi s Agreement or affectin g the va lidity or e nforc eab ili ty of suc h prov isio n in any other jurisdict ion. The pa rt ies further ag ree t hat: (a) any arbitra tor construing or applying this Agreement is express ly a ut horize d to modify a ny such unenfo rceab le prov i sion of this Agreemen t i n l i eu of severing such unenforceable pr ov i s ion from this Agreement in its e n ti r ety, whe th er by r ewriting the offending provision, d ele ting any or all of the offe ndin g provision, adding additional lan guage to thi s Agreeme nt or by making suc h ot h er modifica tions as the a rb it r ator deems warranted to carry out the intent and ag r eemen t as embo died he rein to the maximum extent pe rm itted b y law; and (b) th at this Agreement as so modifi ed by th e arbitrator s hall be bi ndif1g upon and enforceab l e u pon the parties. 14. Empl oyee’s offer l etter dated November 14, 2016, and this Agreement embodies the en ti re agreement of t h e parties hereto respecti ng the matters w it hin its scope and s up ersede all prior and contemporaneous agreements of the partie s h ereto th at d i r ectly o r indir ect ly bear upon th e subject matter h ereof.

| 16. | N o wa i ver sha ll be effective unless i t is i n writ ing a nd i s si gn ed b y th e party asserte d to have granted s u ch waiver. F a ilure or de l ay on the p art of a party t o exer ci se fully any ri ght, remedy, power o r privilege under this Ag r eeme nt shall not operate as a waiver th e r eo f. Any single or part i a l exercise of any right, remedy, powe r, or privilege sha ll not prec l u d e any othe r or further exercise o f the sa m e o r of any r ight, r emedy, power o r privilege. Waiver of any righ t. remedy, power or privil ege with respect t o any occurrence s ha ll not b e co n s tru ed as a waive r of such rig h t, r emedy, power or privilege with respect to any o the r occurrence.

IN WITNESS WHEREOF, the parties her eto ha ve executed th is Ag re eme nt as of the date set f orth above.
EMPLOYEE ACK NOWLEDG ES THAT EMPLOYEE HAS CAR EFULLY READ A ND FULLY UNDER STA ND S TH E PROVI S I ONS OF THE EMPLO YME NT AGREEMENT AND H AS RECEIVED A CO PY OF SAME.
PAR T ech n ology Co rp.

BY: | /s/ Brian Lewis |  |  |  |
| Brian Lewis |  |  |  |
| VP, Human Resources |  |  |  |
|  |  | BY: | /s/ Bryan Menar |
|  |  |  | Bryan Menar |

Standard Employment Agreement | 4 | 11/18/11