PAR TECHNOLOGY CORP (Form: 10-Q, Received: 05/09/2013 16:07:42)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended March 31, 2013. Commission File Number 1-9720

[ ] TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________ to __________

Commission File Number __________

PAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		16-1434688
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
PAR Technology Park
8383 Seneca Turnpike
New Hartford, New York		13413-4991
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (315) 738-0600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) . Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o 

Accelerated Filer o 

Non Accelerated Filer o 

Smaller Reporting Company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No x

The number of shares outstanding of registrant's common stock, as of May 1, 2013 – 15,380,441 shares.

PAR TECHNOLOGY CORPORATION

TABLE OF CONTENTS

FORM 10-Q

PART I

FINANCIAL INFORMATION

Item Number		Page

Item 1.	Financial Statements (unaudited)

	Consolidated Statements of Operations	1
	for the three months ended March 31, 2013 and March 31, 2012

	Consolidated Statements of Comprehensive Income (Loss)	2
	for the three months ended March 31, 2013 and March 31, 2012

	Consolidated Balance Sheets at March 31, 2013 and	3
	December 31, 2012

	Consolidated Statements of Cash Flows for the three months ended	4
	March 31, 2013 and March 31, 2012

	Notes to Unaudited Interim Consolidated Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

	PART II
	OTHER INFORMATION



Item 1A.	Risk Factors	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

Signatures		23

Exhibit Index		24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	For the three months ended March 31,
	2013			2012
Net revenues:
Product	$	23,916		$	20,170
Service		16,020			15,379
Contract		26,738			20,044
		66,674			55,593
Costs of sales:
Product		16,473			10,977
Service		11,552			10,565
Contract		25,479			18,983
		53,504			40,525
Gross margin		13,170			15,068
Operating expenses:
Selling, general and administrative		10,205			10,143
Research and development		4,140			3,549
Amortization of identifiable intangible assets		-			153
		14,345			13,845

Operating income (loss) from continuing operations		(1,175	)		1,223
Other income (expense), net		(34	)		573
Interest expense		(13	)		(21	)
Income (loss) from continuing operations before provision for income taxes		(1,222	)		1,775
Benefit (provision) for income taxes		853			(740	)
Income (loss) from continuing operations		(369	)		1,035
Discontinued operations
Income (loss) on discontinued operations (net of tax)		(15	)		1,430
Net Income (loss)	$	(384	)	$	2,465
Basic Earnings per Share:
Income (loss) from continuing operations		(.02	)		0.07
Income (loss) from discontinued operations		(.00	)		0.09
Net Income (loss)	$	(.03	)	$	0.16
Diluted Earnings per Share:
Income (loss) from continuing operations		(.02	)		0.07
Income (loss) from discontinued operations		(.00	)		0.09
Net Income (loss)	$	(.03	)	$	0.16
Weighted average shares outstanding
Basic		15,154			15,083
Diluted		15,154			15,162
See accompanying notes to consolidated financial statements

Table of Contents

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)

	For the three months ended March 31,
	2013			2012
Net income (loss)	$	(384	)	$	2,465
Other comprehensive income (loss) net of tax:
Foreign currency translation adjustments		(317	)		150
Comprehensive income (loss)	$	(701	)	$	2,615

See accompanying notes to consolidated financial statements

Table of Contents

PAR TECHNOLOGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	March 31,			December 31,
Assets	2013 Unaudited			2012
Current assets:
Cash and cash equivalents	$	14,121		$	19,475
Accounts receivable-net		28,137			29,890
Inventories-net		25,835			26,172
Deferred income taxes		12,451			11,037
Other current assets		3,492			3,236
Escrow receivable		828			828
Total current assets		84,864			90,638
Property, plant and equipment - net		5,588			5,857
Deferred income taxes		5,726			6,280
Goodwill		6,852			6,852
Intangible assets - net		12,316			11,747
Other assets		2,605			2,391
Total Assets	$	117,951		$	123,765
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt	$	161		$	159
Accounts payable		16,393			21,216
Accrued salaries and benefits		6,544			6,397
Accrued expenses		2,542			4,467
Customer deposits		885			1,380
Deferred service revenue		14,789			12,522
Income taxes payable		288			547
Total current liabilities		41,602			46,688
Long-term debt		1,043			1,084
Other long-term liabilities		3,429			3,030
Liabilities of discontinued operations		104			141
Total liabilities		46,178			50,943
Commitments and contingencies
Shareholders' Equity:
Preferred stock, $.02 par value, 1,000,000 shares authorized		-			-
Common stock, $.02 par value, 29,000,000 shares authorized;
17,043,128 and 17,038,405 shares issued;
15,335,441 and 15,330,718 outstanding		341			341
Capital in excess of par value		43,313			43,661
Retained earnings		34,374			34,758
Accumulated other comprehensive loss		(421	)		(104	)
Treasury stock, at cost, 1,707,687 and 1,707,687 shares		(5,834	)		(5,834	)
Total shareholders' equity		71,773			72,822
Total Liabilities and Shareholders' Equity	$	117,951		$	123,765

See accompanying notes to consolidated financial statements

Table of Contents

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the three months ended
	March 31,
	2013			2012
Cash flows from operating activities:
Net income (loss)	$	(384	)	$	2,465
(Income) loss from discontinued operations		15			(1,430	)
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Unrealized gain on investments		-			(361	)
Depreciation and amortization		544			825
Provision for bad debts		190			160
Provision for obsolete inventory		651			750
Equity based compensation		(346	)		165
Deferred income tax		(860	)		1,650
Changes in operating assets and liabilities:
Accounts receivable		1,562			3,246
Inventories		(314	)		(1,414	)
Income tax payable		(258	)		2
Other current assets		(256	)		(37	)
Other assets		(217	)		(191	)
Accounts payable		(4,820	)		744
Accrued salaries and benefits		146			(785	)
Accrued expenses		(1,925	)		(593	)
Customer deposits		(495	)		(486	)
Deferred service revenue		2,267			2,522
Other long-term liabilities		385			255
Net cash provided by (used in) operating activities-continuing operations		(4,115	)		7,487
Net cash used in operating activities-discontinued operations		(37	)		(2,281	)
Net cash provided by (used in) operating activities		(4,152	)		5,206
Cash flows from investing activities:
Capital expenditures		(184	)		(494	)
Capitalization of software costs		(661	)		(679	)
Sale of investments		-			(750	)
Proceeds from sale of business		-			4,000
Net cash provided by (used in) investing activities-continuing operations		(845	)		2,077
Net cash provided by (used in) investing activities-discontinued operations		-			-
Net cash provided by (used in) investing activities		(845	)		2,077
Cash flows from financing activities:
Payments of long-term debt		(39	)		(485	)
Proceeds from the exercise of stock options		(1	)		23
Net cash used in financing activities-continuing operations		(40	)		(462	)
Net cash used in financing activities-discontinued operations		-			-
Net cash used in financing activities		(40	)		(462	)
Effect of exchange rate changes on cash and cash equivalents		(317	)		145
Net increase (decrease) in cash and cash equivalents		(5,354	)		6,966
Cash and cash equivalents at beginning of period		19,475			7,742
Cash and cash equivalents at end of period		14,121			14,708
Less cash and equivalents of discontinued operations at end of period		-			-
Cash and equivalents of continuing operations at end of period	$	14,121		$	14,708
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		13			21
Income taxes, net of (refunds)		269			(4	)
See accompanying notes to consolidated financial statements

Table of Contents

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Summary of Significant Accounting Policies

The accompanying unaudited interim consolidated financial statements have been prepared by PAR Technology Corporation (the "Company" or "PAR") in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements. Accordingly, these interim financial statements do not include all information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of the Company, such unaudited statements include all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results for such periods. The results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results of operations to be expected for any future period. The consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes for the year ended December 31, 2012 included in the Company's December 31, 2012 Annual Report to the Securities and Exchange Commission on Form 10-K.

The preparation of consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include: the carrying amount of property, plant and equipment, identifiable intangible assets and goodwill, equity based compensation, and valuation allowances for receivables, inventories and deferred income taxes. Actual results could differ from those estimates.

The current economic conditions and the continued volatility in the U.S. and in many other countries in which the Company operates could contribute to decreased consumer confidence and continued economic uncertainty which may adversely impact the Company's operating performance. Although the Company has seen an improvement in the markets which it serves, the continued volatility in these markets could have an impact on purchases of the Company's products, which could result in a reduction of sales, operating income and cash flows. Reductions in these results could have a material adverse impact on the underlying estimates used in deriving the fair value of the Company's reporting units used in support of its annual goodwill impairment test . These conditions may result in an impairment charge in future periods.

Certain amounts for prior periods have been reclassified to conform to the current period classification.

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts. The transaction closed on January 12, 2012. The results of operations of LMS for three months ended March 2013 and 2012 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations.

Note 2 — Discontinued Operations

On January 12, 2012, PAR Technology Corporation completed its previously announced sale of substantially all of the assets of the PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc. ("ORBCOMM").

The consideration payable by ORBCOMM at the closing with respect to substantially all the assets of LMS aggregates $6,123,000 comprised of $4,000,000 in cash and $2,123,000 in shares of common stock of ORBCOMM Inc. (the Closing Consideration). Of the equity consideration, $1,274,000 (based on the fair value as of the date of closing) was held in escrow to settle future claims, with release dates of August 2012 and April 2013. During the second quarter of 2012, the Company liquidated its common stock investment of ORBCOMM Inc.. Of the total proceeds from the liquidation, $828,000 remains in escrow as of March 31, 2013.

In addition to the Closing Consideration, contingent consideration of up to $3,950,000 is payable by ORBCOMM to PAR post-closing in cash, ORBCOMM common stock or a combination of cash and ORBCOMM common stock, at ORBCOMM's option. Up to $3,000,000 of the contingent consideration will be payable based on ORBCOMM achieving certain agreed-upon new subscriber targets for calendar year 2012 and up to $950,000 of the contingent consideration will be payable based on ORBCOMM achieving agreed-upon sales targets for calendar years 2012 through 2014.

If paid in stock, the number of ORBCOMM shares to be issued to PAR will be based upon the average 20-day closing price of ORBCOMM common stock prior to the payment due date for such contingent consideration.

As of March 31, 2013, the Company has not recorded any amount associated with this contingent consideration as the targets were not met for 2012 and it does not believe achievement of the remaining targets are probable.

Summarized financial information for the Company's discontinued operations is as follows (in thousands):

	March 31,		December 31,
	2013		2012
Assets
Cash	$	-	$	-
Accounts receivable - net		-		-
Inventories		-		-
Other assets		-		-
Total assets of discontinued operations	$	-	$	-

Liabilities
Accounts payable and accrued expenses	$	104	$	141
Accrued salaries and benefits		-		-
Other liabilities		-		-
Total liabilities of discontinued operations	$	104	$	141

Operations	For the three months ended March 31, 2013			For the three months ended March 31, 2012
Total revenues	$	-		$	136

Loss from discontinued operations before income taxes	$	(22	)	$	(248	)
Gain on disposition		-			2,588
(Provision) benefit for income taxes		7			(910	)
Income (loss) from discontinued operations	$	(15	)	$	1,430

Note 3 — Accounts Receivable

	(in thousands)
	March 31,				December 31,
	2013				2012
Government segment:
Billed		$	11,121			$	11,226
Advanced billings			(4,203	)			(3,561	)
			6,918				7,665
Hospitality segment:
Accounts receivable - net			21,219				22,225
		$	28,137			$	29,890

At March 31, 2013 and December 31, 2012, the Company had recorded allowances for doubtful accounts of $525,000 and $541,000, respectively, against Hospitality accounts receivable.

Note 4 — Inventories

Inventories are primarily used in the manufacture and service of Hospitality products. The components of inventory consist of the following:

	(in thousands)
	March 31,			December 31,
	2013			2012
Finished Goods		$	13,084		$	13,012
Work in process			503			352
Component parts			3,386			3,673
Service parts			8,862			9,135
		$	25,835		$	26,172

Note 5 — Identifiable intangible assets

The Company capitalizes certain costs related to the development of computer software sold by its Hospitality segment. Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs in the period the costs are incurred. Software development costs incurred after establishing technological feasibility (as defined within ASC 985-20) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers. Software costs capitalized during the three months ended March 31, 2013 were $661,000. Capitalized software for the three months ended March 31, 2012 was $679,000.

Annual amortization, charged to cost of sales when the product is available for general release to customers, is computed using the greater of (a) the straight-line method over the remaining estimated economic life of the product, generally three to seven years or (b) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product. Amortization of capitalized software costs for the three months ended March 31, 2013 was $92,000. Amortization for the three months ended March 31, 2012 was $366,000.

The Company acquired identifiable intangible assets in connection with its acquisitions in prior years. Amortization for the three months ended March 31, 2012 was $153,000. The related intangible assets were fully amortized in 2012.

The components of identifiable intangible assets are:

	(in thousands)
	March 31,			December 31,
	2013			2012
Acquired and internally developed software costs	$	12,649		$	11,988
Trademarks (non-amortizable)		1,800			1,800
		14,449			13,788
Less accumulated amortization		(2,133	)		(2,041	)
	$	12,316		$	11,747

The future amortization of these intangible assets assuming straight-line amortization of capitalized software costs is as follows (in thousands):

2013	$	1,241
2014		1,667
2015		1,567
2016		1,539
2017		1,514
Thereafter		2,988
Total	$	10,516

Note 6 — Stock Based Compensation

The Company applies the fair value recognition provisions of ASC Topic 718 Stock-Based Compensation. The Company recorded a net benefit for stock-based compensation included within operating expenses for the three months ended March 31, 2013 of $346,000. This amount was recorded net of benefit of $462,000, as the result of forfeitures of unvested stock awards prior to the completion of the requisite service period. Total stock-based compensation expense included within operating expenses for the three months ended March 31, 2012 was $165,000. At March 31, 2013, the unrecognized compensation expense related to non-vested equity awards was $150,000 (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2013 through 2016.

During 2012, the Company's issued approximately 183,000 restricted stock awards to various employees at a per share price of $0.02. The awards were approved by the Compensation Committee of its Board of Directors under the 2005 Equity Incentive Plan. Included in the shares granted are 121,000 performance based restricted stock which vest upon the achievement of financial goals from fiscal years 2012 through 2014. These grant agreements expire if the related performance conditions are not met by December 31, 2014. The Company has not recognized any compensation expense associated with these performance based awards as the achievement of the performance target was not deemed probable during the current period.

The incentive stock options granted are service based awards that vest ratably through fiscal year 2014.

Note 7 — Earnings per share

Earnings per share are calculated in accordance with ASC Topic 260, which specifies the computation, presentation and disclosure requirements for earnings per share (EPS). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the three months ended March 31, 2013 there were no anti-dilutive stock options outstanding as the Company reported a net loss for the period. For the three months ended March 31, 2012, there were 643,000 anti-dilutive stock options outstanding.

The following is a reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations (in thousands, except per share data):

	For the three months
	ended March 31,
	2013			2012
Income (loss) from continuing operations	$	(369	)	$	1,035

Basic:
Shares outstanding at beginning of period		15,154			15,051
Weighted average shares issued during the period, net		-			32
Weighted average common shares, basic		15,154			15,083
Income (loss) from continuing operations per common share, basic	$	(0.02	)	$	0.07
Diluted:
Weighted average common shares, basic		15,154			15,083
Dilutive impact of stock options and restricted stock awards		-			79
Weighted average common shares, diluted		15,154			15,162
Income (loss) from continuing operations per common share, diluted	$	(0.02	)	$	0.07

Note 8 — Segment and Related Information

The Company's reportable segments are strategic business units that have separate management teams and infrastructures that offer different products and services.

The Company has two reportable segments, Hospitality and Government. The Hospitality segment offers integrated solutions to the hospitality industry. These offerings include industry leading hardware and software applications utilized at restaurants, resorts, hotels and spas. In addition, the Company also provides technology in support of food safety and task management. This segment offers customer support including field service, installation, twenty-four hour telephone support and depot repair. The Government segment develops and delivers geospatial and full motion video solutions to federal/state governments and industry; and provides communications and information technology support services to the United States Department of Defense. Intersegment sales and transfers are not significant.

Information noted as "Other" primarily relates to the Company's corporate, home office operations.

Information as to the Company's segments is set forth below. Amounts below exclude discontinued operations.

	(in thousands)
	For the three months
	ended March 31,
	2013			2012
Revenues:
Hospitality	$	39,936		$	35,549
Government		26,738			20,044
Total	$	66,674		$	55,593

Operating income (loss) from continuing operations:
Hospitality	$	(1,722	)	$	366
Government		1,222			1,021
Other		(675	)		(164	)
		(1,175	)		1,223
Other income, net		(34	)		573
Interest expense		(13	)		(21	)
Income from continuing operations before provision for income taxes	$	(1,222	)	$	1,775

Depreciation and amortization:
Hospitality	$	369		$	743
Government		12			19
Other		163			63
Total	$	544		$	825

Capital expenditures:
Hospitality	$	772		$	1,131
Government		-			-
Other		73			42
Total	$	845		$	1,173

Revenues by geographic area:
United States	$	58,015		$	48,365
Other Countries		8,659			7,228
Total	$	66,674		$	55,593

The following table represents identifiable assets by business segment:

	(in thousands)
	March 31, 2013			December 31, 2012
	March 31, 2013			December 31, 2012
Identifiable assets:
Hospitality		$	82,248		$	88,298
Government			8,115			9,012
Other			27,588			26,455
Total		$	117,951		$	123,765

The following table represents identifiable assets by geographic area based on the location of the assets:

	(in thousands)
	March 31,			December 31,
	2013			2012
United States		$	101,308		$	107,149
Other Countries			16,643			16,616
Total		$	117,951		$	123,765

The following table represents Goodwill by business segment:

	(in thousands)
	March 31,			December 31,
	2013			2012
Hospitality		$	6,116		$	6,116
Government			736			736
Total		$	6,852		$	6,852

Customers comprising 10% or more of the Company's total revenues are summarized as follows:

	For the Three Months Ended March 31,
	2013			2012
Hospitality segment :
McDonald's Corporation		13	%		16	%
Yum! Brands, Inc.		15	%		14	%
Government segment :
U.S. Department of Defense		40	%		36	%
All Others		32	%		34	%
		100	%		100	%

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statement

This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Any statements in this document that do not describe historical facts are forward-looking statements. Forward-looking statements in this document (including forward-looking statements regarding the continued health of the Hospitality industry, future information technology outsourcing opportunities, changes in contract funding by the U.S. Government, the impact of current world events on our results of operations, the effects of inflation on our margins, and the effects of interest rate and foreign currency fluctuations on our results of operations) are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When we use words such as "intend," "anticipate," "believe," "estimate," "plan," "will," or "expect", we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable based on information available to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we presently may be planning. We have disclosed certain important factors that could cause our actual future results to differ materially from our current expectations, including a decline in the volume of purchases made by one or a group of our major customers; risks in technology development and commercialization; risks of downturns in economic conditions generally, and in the quick-service sector of the hospitality market specifically; risks associated with government contracts; risks associated with competition and competitive pricing pressures; and risks related to foreign operations. Forward-looking statements made in connection with this report are necessarily qualified by these factors. We are not undertaking to update or revise publicly any forward-looking statements if we obtain new information or upon the occurrence of future events or otherwise.

Overview

PAR's technology solutions for the Hospitality segment feature software, hardware and support services tailored for the needs of restaurants, luxury hotels, resorts and spas, casinos, cruise lines, movie theatres, theme parks and retailers. The Company's Government segment provides technical expertise in the contract development of advanced systems and software solutions for the U.S. Department of Defense and other federal agencies, as well as information technology and communications support services to the U.S. Department of Defense.

The Company's products sold in the Hospitality segment are utilized in a range of applications by thousands of customers. The Company faces competition across all of its markets within the Hospitality segment, competing on the basis of product design, features and functionality, quality and reliability, price, customer service, and delivery capability. PAR's continuing strategy is to provide complete integrated technology solutions and services with industry leading customer service in the markets in which it participates. The Company conducts its research and development efforts to create innovative technology offerings that meet and exceed customer requirements and also have a high probability for broader market appeal and success.

The Company is focused on expanding four distinct parts of its Hospitality businesses. First, it is investing in new product offerings which include upgrades to its hardware product portfolio as well as the market introduction and deployment of ATRIO ^® , its next generation, cloud-based property management software for the Hotel/Resort/Spa market. Second, the Company is investing in the enhancement of existing software and the development of the Company's SureCheck ^® product for food safety and task management applications. Third, the Company continues to work on building more robust and extensive third-party distribution channels. Fourth, as the Company's customers continue to expand in international markets, PAR has created an international infrastructure focused on that expansion.

The Quick Serve Restaurant (QSR) market, PAR's primary market, continues to perform well for the majority of large, international companies, despite worldwide macroeconomic uncertainty. However, the Company has seen an impact of these current economic conditions on smaller, regional QSR organizations, whose business is slowing because of higher unemployment and lack of consumer confidence in certain regions. The Company is continuing to reassess the alignment of its product and service offerings to support improved operational efficiency and profitability going forward. These conditions could have a material adverse impact on the Company's significant estimates, specifically the fair value of its assets related to its legacy products.

Approximately 40% of the Company's revenues are generated by its Government business. The Company's focus is to expand two separate aspects of its Government business: services and solutions. Through outstanding performance of existing service contracts and investing in enhancing its business development staff and processes, the Company is able to consistently win renewal of expiring contracts, extend existing contracts, and secure additional new business. With its intellectual property and investment in new technologies, the Company provides solutions to the U.S. Department of Defense and other federal/state agencies with systems integration, products and highly-specialized services. The general uncertainty in U.S. defense total workforce policies (military, civilian and contract), procurement cycles and spending levels for the next several years may impact the performance of this business segment.

Results of Operations —

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

During the first quarter of fiscal year 2012, the Company sold substantially all of the assets of its Logistics Management business, PAR Logistics Management Systems Corporation (LMS) to ORBCOMM Inc., including but not limited to accounts receivable, inventory, equipment, intellectual property, and customer contracts. The transaction closed on January 12, 2012. The results of operations of LMS for the periods presented ending March 31, 2013 and 2012 have been recorded as discontinued operations in accordance with Accounting Standards Codification (ASC) 205-20, Presentation of Financial Statements – Discontinued Operations. All prior period amounts have been reclassified to conform to the current period presentation. Refer to Note 2 "Discontinued Operations" in the Notes to the Consolidated Financial Statements for further discussion.

PAR reported revenues of $66.7 million for the quarter ended March 31, 2013, an increase of 20% from the $55.6 million reported for the quarter ended March 31, 2012. PAR reported a net loss from continuing operations of $369,000 or $0.02 per diluted share for the first quarter of 2013 versus net income of $1.0 million or $0.07 per diluted share for the same period in 2012. During the quarter, PAR reported a net loss from discontinued operations of $15,000 or $0.00 per diluted share versus net income from discontinued operations of $1.4 million or $0.09 per diluted share for the same period in 2012.

Product revenues were $23.9 million for the quarter ended March 31, 2013, an increase of 18% from the $20.2 million recorded in 2012. This increase was the result of increased domestic sales to YUM! Brands ^® and Carl's Jr. ^® units of CKE Restaurants, Inc. ^® as PAR continues the roll out of their significant technology upgrade program. Additionally, international product revenue was up 19.8% as the result of terminal upgrades to McDonald's ^® and YUM! Brands in various countries. Partially offsetting this increase was a decrease in sales of the Company's SureCheck product, which included a significant launch customer in the first quarter of 2012.

Service revenue primarily includes installation, software maintenance, training, twenty-four hour help desk support and various depot and on-site service options. Service revenues were $16.0 million for the quarter ended March 31, 2013, an increase of 4% from the $15.4 million reported for the same period in 2012. This increase was associated with an increase of installation revenue to commensurate with the related increase of product revenue in the Company's Hospitality businesses. Additionally, the improvement was driven by an increase in software maintenance revenue due to higher software sales in 2012 as well as an increase in professional services revenue associated with the deployment of the Company's SureCheck product in the quarter.

Contract revenues were $26.7 million for the quarter ended March 31, 2013, compared to $20.0 million reported for the same period in 2012. This increase is mostly attributable to the Company's new Intelligence, Surveillance, and Reconnaissance (ISR) systems integration contract with the U.S. Army.

Product margins for the quarter ended March 31, 2013 were 31.2%, a decrease from 45.6% for the same period in 2012. This decrease was driven by an unfavorable product mix resulting from a reduction in the amount of software revenue due to lower sales associated with the Company's SureCheck software product.

Service margins were 27.9% for the quarter ended March 31, 2013, a decrease from the 31.3% recorded for the same period in 2012 as a result of an unfavorable mix of service offerings.

Contract margins were 4.7% for the quarter ended March 31, 2013, compared to 5.3% for the same period in 2012. This decrease is due to certain investments being made in our ISR capabilities. The most significant components of contract costs in 2013 and 2012 were labor and fringe benefits. For the first quarter of 2013, labor and fringe benefits were $10.4 million or 41% of contract costs compared to $10.6 million or 56% of contract costs for the same period in 2012. This decrease in percentage is mostly attributable to the amount of subcontract pass through revenue associated with the Company's new ISR systems integration contract with the U.S. Army.

Selling, general and administrative expenses for the quarter ended March 31, 2013 were $10.2 million, a slight increase compared to $10.1 million recorded for the same period in 2012. The slight increase is attributable to costs primarily incurred from separation costs and litigation related matters that were resolved during the quarter, partially offset by reduced sales and marketing expenses as the Company executes upon expense management initiatives.

Research and development expenses were $4.1 million for the quarter ended March 31, 2013, an increase from the $3.5 million recorded for the same period in 2012. This increase was associated with software development costs for certain products within the Hospitality segment due to the Company's continued investment in our product offerings.

Other expense, net was $34,000 for the quarter ended March 31, 2013 compared to income of $573,000 for the same period in 2012. Other income/expense primarily includes unrealized gains/losses on the Company's investments, rental income, finance charges and foreign currency gains and losses. During 2012, the Company received shares of ORBCOMM Inc. common stock as part of the consideration from the sale of its LMS business to ORBCOMM Inc. The Company classified this investment as a trading security, and therefore recorded the fair value adjustment as a component of Other income, net. As a result of this classification, the Company recorded $361,000 of unrealized gains during Q1 2012 and subsequently liquidated the stock. Also contributing to the decrease was unfavorable currency adjustments in 2013 related to our international operations.

Interest expense primarily represents interest charged on the Company's short-term borrowing requirements from banks and from long-term debt. Interest expense was $13,000 for the quarter ended March 31, 2013 as compared to $21,000 for the same period in 2012. This reduction is associated with lower outstanding borrowing in 2013 as compared to the same period in 2012.

For the quarter ended March 31, 2013, the Company's effective income tax benefit was 70%, compared to expense of 41.7% for the same period in 2012. The variance from the federal statutory rate in 2013 was due to a benefit of $390,000 received in connection with the American Taxpayer Relief Act of 2012 that was signed into law in January 2013. The credit related to retroactive tax relief for certain tax law provisions that expired in 2012. Because the legislation was signed into law after the end of PAR's 2012 fiscal year, the retroactive effects of the bill will be reflected in the first quarter of 2013. Excluding the retroactive application of this credit, the Company's expected effective federal rate is 37.8%. The variance from the federal statutory rate in 2012 was due to state and foreign taxes.

Liquidity and Capital Resources

The Company's primary sources of liquidity have been cash flow from operations and its bank line of credit. Cash used in operating activities of continuing operations was $4.1 million for the three months ended March 31, 2013 compared to cash provided of $7.5 million for the same period in 2012. In 2013, cash was used in operations due to the change in working capital requirements, primarily associated with decreases in accrued expenses and accounts payable from timing of payments made to vendors, specifically for inventory purchases and timing of payments associated with the Company's ISR contract with the U.S. Government. This was offset by the add back of non-cash charges, as well as an increase in deferred service revenue due to the timing of billing of customer service contracts. In 2012, cash was generated by the Company's net income plus the add back of non-cash charges, offset by reductions to changes in operating assets and liabilities. The most significant changes to the Company's operating assets and liabilities were the decrease in accounts receivable due to the timing of collections of advanced service and maintenance contract billings as well as increases in its deferred revenue related to increased service contracts. This was partially offset by cash used for an increase in inventory in support of future demand as well as payments of accrued salaries and benefits based on the timing of payments.

Cash used by investing activities from continuing operations was $845,000 for the three months ended March 31, 2013 versus cash provided by investing activities of $2.1 million for the same period in 2012. In 2013, capital expenditures of $184,000 were primarily for the tooling related to the Company's hardware products, as well as for purchases of office and computer equipment. Capitalized software was $661,000 and was associated with certain Hospitality software platforms. In 2012, the Company received cash proceeds of $4 million related to the sale of its Logistics Management business. Capital expenditures were $494,000 and were primarily for tooling associated with the Company's new hardware products, as well as for purchases of office and computer equipment. Capitalized software was $679,000 and was associated with the Company's Hospitality software platforms.

Cash used in financing activities from continuing operations was $40,000 for the three months ended March 31, 2013 versus $462,000 in 2012. In 2013, the Company decreased its long-term debt by $39,000. In 2012, the Company decreased its long-term debt by $485,000 and benefited $23,000 from the exercise of employee stock options.

The Company maintains a credit facility which provides borrowing availability up to $20 million (with the option to increase to $30 million) in the form of a line of credit. This agreement allows the Company, at its option, to borrow funds at the LIBOR rate plus the applicable interest rate spread or at the bank's prime lending rate (3.25% at March 31, 2013). This agreement expires in June 2014. At March 31, 2013, the Company did not have any outstanding balance on this line of credit. The weighted average interest rate paid by the Company was 3.25% during fiscal year 2013. This agreement contains certain loan covenants including leverage and fixed charge coverage ratios. In February 2013, the agreement was amended to allow the Company to exclude certain extraordinary or non-recurring, non-cash expenses, charges or losses, and certain litigation expenses incurred during the fourth quarter of 2012. The exclusion of these charges will be applied to the Company's debt covenant calculation through December 31, 2013. Additionally, as part of this amendment, the Company modified its definition of Earnings before Interest Taxes, Depreciation and Amortization (EBITDA), to exclude certain non-cash charges for the remainder of the agreement. The Company is in compliance with these amended covenants at March 31, 2013. This credit facility is secured by certain assets of the Company.

The Company has a $1.2 million mortgage loan, collateralized by certain real estate. This mortgage matures on November 1, 2019. The Company's fixed interest rate is currently 4.05% through October 1, 2014. Beginning on October 1, 2014 and through the maturity date of the loan, the fixed rate will be converted to a new rate equal to the then-current five year fixed advanced rate charged by the New York Federal Home Loan bank, plus 225 basis points. The annual mortgage payment including interest through October 1, 2014 totals $207,000.

During fiscal year 2013, the Company anticipates that its capital requirements will not exceed approximately $5-$6 million. The Company does not usually enter into long term contracts with its major Hospitality segment customers. The Company commits to purchasing inventory from its suppliers based on a combination of internal forecasts and actual orders from customers. This process, along with good relations with suppliers, minimizes the working capital investment required by the Company. Although the Company lists two major customers, McDonald's and Yum! Brands, it sells to hundreds of individual franchisees of these corporations, each of which is individually responsible for its own debts. These broadly made sales substantially reduce the impact on the Company's liquidity if one individual franchisee reduces the volume of its purchases from the Company in a given year. The Company, based on internal forecasts, believes its existing cash, line of credit facilities and its anticipated operating cash flow, will be sufficient to meet its cash requirements through the next twelve months. However, the Company may be required, or could elect, to seek additional funding prior to that time. The Company's future capital requirements will depend on many factors including its rate of revenue growth, the timing and extent of spending to support product development efforts, potential growth through strategic acquisition, expansion of sales and marketing, the timing of introductions of new products and enhancements to existing products, and market acceptance of its products. The Company cannot assure additional equity or debt financing will be available on acceptable terms or at all. The Company's sources of liquidity beyond twelve months, in management's opinion, will be its cash balances on hand at that time, funds provided by operations, funds available through its lines of credit and the long-term credit facilities that it can arrange.

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Recently Issued Accounting Pronouncements Not Yet Adopted

In February 2013, the FASB issued guidance requiring an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and any additional amount the entity expects to pay on behalf of the other entities. The amendments are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. While we do not expect a material impact on PAR's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments.

In March 2013, the Financial Accounting Standards Board (FASB) clarified that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The FASB also clarified that if a business combination is achieved in stages related to a previously held equity method investment (step-acquisition) that is a foreign entity, the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss as of the acquisition date shall include any foreign currency translation adjustment related to that previously held investment. The amendments are effective prospectively for fiscal years beginning after December 15, 2013, with early adoption permitted. While we do not expect a material impact on PAR's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments.

Recently Adopted Accounting Pronouncements

On July 27, 2012, the FASB issued Accounting Standards Update 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to reduce the cost and complexity of the annual indefinite-lived intangible assets impairment testing by providing entities an option to perform a "qualitative" assessment to determine whether further impairment testing is necessary. As such, there is the possibility that quantitative assessments would not need to be performed if it is more likely than not that no impairment exists. The Company is required to adopt the provisions of ASU 2012-02, which is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company adopted ASU 2012-02 on January 1, 2013. This adoption did not have a significant impact on the Company's financial position or results of operations.

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Critical Accounting Policies

In our Annual Report on Form 10-K for the year ended December 31, 2012, we disclose accounting policies, referred to as critical accounting policies, that require management to use significant judgment or that require significant estimates. Management regularly reviews the selection and application of our critical accounting policies. There have been no updates to the critical accounting policies contained in our Annual Report on Form 10-K for the year ended December 31, 2012.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

inflation

Inflation had little effect on revenues and related costs during the three months ended March 31, 2013. Management anticipates that margins will be maintained at acceptable levels to minimize the effects of inflation, if any.

interest rates

As of March 31, 2013, the Company does not have any variable debt. As such, the Company believes that an adverse change in interest rates of 100 basis points would not have a material impact on our business, financial condition, results of operations or cash flows.

foreign currency

The Company's primary exposures relate to certain non-dollar denominated sales and operating expenses in Europe and Asia. These primary currencies are the Great British Pound, the Euro, the Australian dollar, the Singapore dollar and the Chinese Renminbi. Management believes that foreign currency fluctuations should not have a significant impact on our business, financial condition, and results of operations or cash flows due to the current volume of business affected by foreign currencies.

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures.

Based on an evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2013, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), conducted under the supervision of and with the participation of the Company's chief executive officer and principal financial officer, such officers have concluded that the Company's disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is accumulated and communicated to management including the chief executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures, are effective as of the Evaluation Date.

(b)

Changes in Internal Control over Financial Reporting.

There was no change in the Company's internal controls over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, such internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1A. Risk Factors

The Company is exposed to certain risk factors that may affect operations and/or financial results. The significant factors known to the Company are described in the Company's most recently filed Annual Report on Form 10-K. There have been no material changes from the risk factors as previously disclosed in the Company's Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On February 14, 2013, PAR Technology Corporation furnished a report on Form 8-K pursuant to Item 2.02 (Results of Operations and Financial Condition) of that Form relating to its financial information for the quarter ended December 31, 2012, as presented in the press release of February 14, 2013 and furnished thereto as an exhibit.

On March 25, 2013, PAR Technology Corporation furnished a report on Form 8-K pursuant to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers), Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits) of that Form, as presented in the press release of March 25, 2013 and furnished thereto as an exhibit.

On March 27, 2013, PAR Technology Corporation furnished a report on Form 8-K pursuant to Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits) of that Form, as presented in the press release of March 27, 2013 and furnished thereto as an exhibit.

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Item 6. Exhibits

List of Exhibits

Exhibit No.	Description of Instrument
10.1 *+	Employment Offer Letter dated March 21, 2013 between Registrant and Ronald J. Casciano
10.2 *+	Employment Offer Letter dated March 21, 2013 between Registrant and Robert P. Jerabeck
10.3 *+	Employment Offer Letter dated March 21, 2013 between Registrant and Karen E. Sammon
10.4 *+	Separation Letter Agreement dated March 25, 2013 between Registrant and Paul B. Domorski
31.1	Certification of President & Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Vice President, Controller and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of President & Chief Executive Officer and Vice President, Controller and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*	Indicates a management contract or compensatory plan or arrangement.
+	Portions of this exhibit have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

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SIGNATURES

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 thereunto duly authorized.

		PAR TECHNOLOGY CORPORATION
		(Registrant)


Date: May 8, 2013



		/s/STEVEN M. MALONE
		Steven M. Malone
		Vice President, Controller, and Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description of Instrument	Sequential Page Number
10.1*+	Employment Offer Letter dated March 21, 2013 between Registrant and Ronald J. Casciano	E-1
10.2*+	Employment Offer Letter dated March 21, 2013 between Registrant and Robert P. Jerabeck	E-2
10.3*+	Employment Offer Letter dated March 21, 2013 between Registrant and Karen E. Sammon	E-3
10.4*+	Separation Letter Agreement dated March 25, 2013 between Registrant and Paul B. Domorski	E-4
31.1	Certification of President & Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-5
31.2	Certification of Vice President, Controller and Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	E-6
32.1	Certification of President & Chief Executive Officer and Vice President, Controller and Chief Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	E-7
*	Indicates a management contract or compensatory plan or arrangement.
+	Portions of this exhibit have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

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Exhibit 10.1

March 21, 2013

Mr. Ronald Casciano

[ ***]

Dear Ron;

On behalf of the Board of Directors of PAR Technology Corporation ("PAR"), I am pleased to offer you a promotion to the position of President and Chief Executive Officer of PAR. Upon execution by you, this letter will constitute the offer from PAR regarding your position beginning March 25, 2013, the date at which your promotion 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

Commensurate with this assignment, you will have the title of President and Chief Executive Officer of PAR, reporting to the Board of Directors (the "Board"). As soon as practicable, you will be appointed to the Board of Directors.

Annual Base Salary

You will be compensated at an annualized salary of $350,000 ("Annual Base Salary"), subject to applicable payroll deductions and such federal, state and local taxes and other withholdings as are required by law. The Annual Base Salary shall be paid in accordance with PAR's standard payroll practices in effect from time to time.

Annual Cash Bonus

You will be eligible to receive an "Annual Cash Bonus" in accordance with the terms of PAR's Incentive Compensation Plan ("ICP"). Your annual participation in the 2013 ICP will be up to 32.5 % of your Annual Base Salary 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. After 2013, your ICP target will be 65% of your Annual Base Salary. Your Cash bonus calculation for January 1, 2013 through March 24, 2013 will be based on your previous rate which is 25% of Annual Base Salary. The new Annual Cash Bonus target of 32.5% will be applied from March 25, 2013 through December 31, 2013.

R. Casciano, page 2

Transition Bonus

PAR will provide a one time cash bonus of $30,000 paid to you no later than 30 days from your Start Date in consideration for your leadership and additional contributions during a time of transition in the company.

Annual Long Term Incentive Plan

The Board is committed to maintaining an equity-based long term incentive ("LTI") program under the PAR Technology Corporation 2005 Equity Incentive Plan. The LTI is designed to provide to senior management equity-based incentives tied to long term financial performance goals. You will be eligible for an LTI grant in 2013 that will be comprised of 30,000 performance shares and 15,000 stock options. These shares will be granted when long term goals and other plan details are finalized. Full information on this plan will be provided to you under separate cover. The stock options will vest 25% per year on the anniversary of the grant date. Should you leave PAR before the performance period ends, a pro-rata portion of the performance shares will be retained by you. These will vest and payout according to the schedule and the terms of the plan.

Special One-Time Grant Under Long Term Incentive Plan

During 2013, you will be granted 40,000 performance shares as part of a one-time grant under the LTI program and the PAR Technology 2005 Equity Incentive Plan. These shares will be granted when long term goals and other plan details are finalized and shall vest and payout in accordance with the terms, conditions, schedule, goals and objectives of such Plan. Full information on this plan will be provided to you under separate cover. Should your employment terminate for any reason other than for cause, a pro-rata portion of the performance shares will be retained by you. These will vest and payout according to the schedule and the terms of the plan.

Severance

If your employment is terminated before the one year anniversary of the Start Date by PAR for any reason other than for Cause, PAR shall be obligated to pay you only your accrued and unpaid Annual Base Salary as of the date of termination, and other accrued benefits, if any, and severance equal to your then current Base Salary through your first year anniversary date, and 2) a pro-rated portion of any current year Incentive Compensation Plan scored according to the ICP plan and due you in the following calendar year.

Benefits

You will continue to participate in all employee benefit plans in effect for PAR employees generally as well as other benefits offered to you as a PAR senior executive. 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.

R. Casciano, page 3

If you accept the position, your employment with Company will continue to 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, Company may terminate the employment relationship at any time, with or without cause or advance notice. In addition, Company reserves the right to modify your position or duties to meet business needs and to use discretion in deciding on appropriate discipline. Any change to the at-will employment relationship must be by a specific, written agreement signed by you and the Board of Directors.

To indicate your acceptance of the terms and conditions set forth in this document, please sign and date this letter in the space provided below and return it to me no later than three days from the date of this letter.

We hope your assignment will prove mutually rewarding, and we look forward to working with you in this new role.

Sincerely,

Mr. Sangwoo Ahn

Chairman of the Board

PAR Technology Corporation

I have read this letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my employment with the Company is at-will.

_______________________________________ _________________________

R. Casciano Date

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Exhibit 10.2

March 21, 2013

Mr. Robert Jerabeck

[ ***]

Dear Bob;

On behalf of myself and the Board of Directors of PAR Technology Corporation ("PAR"), I am pleased to offer you to the position of Executive Vice President and Chief Operating Officer of PAR Technology Corporation on the terms set forth below. Upon execution by you, this letter will constitute your employment offer from PAR regarding your service beginning April 15, 2013, 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

During your employment, you will have the title of Executive Vice President and Chief Operating 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, nor engage or participate, directly or indirectly, in any business that is competitive in any manner with the business of PAR.

Annual Base Salary

As of the Start Date, you will be compensated at an annualized salary of $300,000 ("Annual Base Salary"), subject to applicable payroll deductions and such federal, state and local taxes and other withholdings as are required by law. The Annual Base Salary shall be paid in accordance with PAR's standard payroll practices in effect from time to time.

Annual Cash Bonus

R. Jerabeck, page 2

Plan ("AOP") and specific business objectives determined by the Board of Directors on an annual basis. After 2013, your annual ICP target bonus will be set at 50% of your Annual Base Salary. Any Annual Cash Bonus payable to you based on 2013 performance will be pro rata for the period, from your Start Date in the new position until December 31, 2013.

Annual Long Term Incentive Plan .

New Hire Option Award

On your Start Date, you will be granted 50,000 non-qualified stock options under the PAR Technology Corporation 2005 Equity Incentive Plan ("New Hire Options"). 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 equally over four years (i.e., 25% of the grant will vest each year), with the first 25% of the grant vesting on the first anniversary of the date of grant. Share certificates acquired through exercise of vested New Hire Options shall be "Legend Stock", possessing a printed legend setting forth a restriction on the transfer of that certificate until the first anniversary of its acquisition (at which time the legend will expire or be removed), although you may sell a portion of the shares so acquired to pay income taxes due upon the exercise of the New Hire Options.

Severance

If your employment is terminated before the two year anniversary of the Start Date by PAR for any reason other than for Cause, PAR shall be obligated to pay you only your accrued and unpaid Annual Base Salary as of the date of termination, other accrued benefits, if any, and severance equal to the sum of: 1) one year of your then current Annual Base Salary and 2) a pro-rated portion of any current year Incentive Compensation Plan scored according to the ICP plan and which would have been due you in the following calendar year. All other vesting of any other equity interests you hold will cease as of the date of termination. To the extent such unvested equity grants are in the form of Restricted Stock, PAR shall exercise its right under the terms of the grant to repurchase such unvested Restricted Stock for par value of $0.02 per share.

Relocation

To assist with your required transition to the Mohawk Valley area, PAR will provide you with the following relocation assistance:

Temporary Housing – PAR will provide you with housing in PAR Condominium, located in [***] for a period of six months from the Start Date.

Lump Sum – An amount of $50,000 will be provided to you in order to cover the move of your household goods. A pro-rated amount of this lump sum shall be repaid to PAR if your employment relationship terminates with the company for any reason prior to the second anniversary of your Start Date. You will agree to complete your move within 18 months of your Start Date.

R. Jerabeck, page 3

Benefits

You will be entitled to participate in all employee benefit plans from time to time in effect 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

·	PAR's Wellness Program

·	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 13.333 hours per month, yielding four weeks Annual Leave per fiscal year. In addition, you will receive four 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 Company 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, Company may terminate the employment relationship at any time, with or without cause or advance notice. In addition, Company reserves the right to modify your position or duties to meet business needs and to use discretion in deciding on appropriate discipline. Any change to the at-will employment relationship must be by a specific, written agreement signed by you and Chief Executive Officer.

R. Jerabeck, page 4

Contingencies . This offer is contingent upon the following:

·	Signing Company's Employment Agreement (See enclosed).

·	Compliance with federal I-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.

This offer will remain open for three (3) days from the date of this letter. To indicate your acceptance of Company'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 three days from the date of this letter.

We look forward to having you join us.

Sincerely,

Mr. Ronald Casciano

Senior Vice President & CFO

I have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my employment with the Company is at-will.

_______________________________________ _________________________

Robert Jerabeck Date

ATTACHMENT A

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into this 15 day of April, 2013 by and between Par Technology Corporation (hereinafter referred to as the "Company"), and Robert Jerabeck hereinafter referred to as "Employee").

WHEREAS, the Company is a New York corporation engaged in the design, development and implementation 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 Employee may develop in the course of his or her duties, confidential and proprietary information pertaining to the Company's overall business which involved the expenditure of substantial effort and monies by the Company, and

WHEREAS, said confidential and/or proprietary information is valuable to the Company and gives the Company an advantage over competition who do not know or use it.

NOW, THEREFORE, in consideration of the premises aforesaid, and the mutual covenants and agreements contained herein, and for other good and valuable consideration, including continued employment, the receipt of which is hereby acknowledged, the parties covenant and agree as follows:

1. The Company does hereby employ Employee in the position of Chief Operating Officer and Employee does hereby accept such employment and agrees to perform the duties of such position in an efficient, 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 Board and the corporate policies of the Company as they are in effect from time to time throughout the period 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 will execute and perform such duties assigned to Employee.

2. This Agreement shall be effective as of April 15, 2013. The parties agree and understand that the employment relationship is " AT WILL" and may be terminated by the Company at any time, with or without notice, for any lawful reason, including, but not limited to, for the reasons specified in Paragraphs 5, 6 and 7 herein. The Employee must provide the Company with at least two (2) weeks notice of termination.

3. During the period of employment, the Company shall pay to Employee:

a. a base salary at the annualized rate of $300,000.00, or

b. an hourly rate of $ 144.23

which shall be paid in accordance with the Company's regular payroll practices in effect from time to time and in accordance with applicable law. The Company at its sole discretion may pay Employee a bonus payment or additional compensation.

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 available by the Company to the Company's employees generally in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

5. Employee agrees that during the period of employment, Employee will devote Employee's time and best efforts to the Company. Without the prior written authorization of the Company, Employee shall not, directly or indirectly during the period of employment:

a. Enter into any business, professional or commercial activity

which interferes with or impairs Employee's productivity for the

Company; or

b. Engage in any activity competitive with or adverse to the

Company's business interests or welfare, whether alone, as a

partner, or as an officer, director, employee, or more than ten

percent (10%) shareholder of any other corporation.

6. Employee covenants and agrees, that for a period of one (1) year, running consecutively from the beginning of the Employee's last date of employment with the Company (whether the Employee is terminated for any reason or no reason and whether employment is terminated at the option of the Employee or the Company), not to directly or indirectly, for the Employee's own business or for any other business, solicit, hire, recruit, attempt to hire or recruit , or induce the termination of employment of any employee of the Company or solicit, hire, recruit, attempt to hire or recruit any person who has been an employee of the Company within the immediately preceding six (6) months prior to the Employee's last date of employment; or

7. Employee agrees that during the period of Employee's employment by the Company or thereafter, Employee will not disclose or use at any time any Confidential Information (as defined below) of which the Employee is or becomes aware, except to the extent such disclosure or use is directly related to and required by Employee's job duties for the Company or as authorized in writing by the Company. Employee will take all reasonably appropriate steps to safeguard Confidential Information in his or her possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Employee shall deliver to the Company at the termination of the period of employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company, which the Employee may then possess or have under his or her control. Notwithstanding the foregoing, the Employee may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall make available to the Company and its counsel the documents and other information sought as much in advance of the return date as possible, and shall assist the Company and such counsel in responding to such process.

a. As used in this Agreement, the term "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by the Employee while employed by the Company concerning (i) the business or affairs of the Company, (ii) products or services, (iii) fees, costs, compensation, and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Employee in breach of this Agreement) in a form generally available to the public prior to the date the Employee proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features compromising such information have been published in combination.

b. As used in this Agreement, the term "Work Product" means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, and all similar or related information (whether patentable or unpatentable, copyrightable, registered as a trademark, reduced to writing, or otherwise) that relates to the Company's actual or anticipated business, research and development, or existing or future products or services and which are conceived, developed or made by Employee (whether or not during usual business hours, whether or not by the use of the facilities of the Company, and whether or not alone or in conjunction with any other person) while employed by the Company (including those conceived, developed or made prior to the effective date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Employee may have discovered, invented, or originated during his or her employment with the Company prior to the effective date of this Agreement or that he or she may discover, invent or originate during the period of employment shall be the exclusive property of the Company, and Employee hereby 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 his 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.

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 remedies are inadequate. In addition, Company shall be reimbursed by Employee for all legal costs incurred by the Company in enforcing the provisions of this paragraph.

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

8. 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 detrimental 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.

9. 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..

10. 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 other statute prohibiting employment discrimination or dealing with employment rights and any contract or tort claim including any claims pursuant to this Agreement, shall be submitted 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 arbitrator 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.

11. 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.

12. Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and delivered to the parties at the following addresses, or at such other addresses as the parties may notify each other thereof at any time by certified mail, return receipt requested or overnight courier:

TO: ParTech, Inc. TO Robert Jerabeck

Attention: Human Resources Dept. [***]

8383 Seneca Turnpike [***]

New Hartford, N.Y. 13413-4991

13. The parties desire that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement is found to be invalid, prohibited, or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provisions shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. To this end, the provisions of this Agreement are declared to be severable. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The parties further agree that: (a) any arbitrator construing or applying this Agreement is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as the arbitrator deems warranted to carry out the intent and agreement as embodied herein to the maximum extent permitted by law; and (b) that this Agreement as so modified by the arbitrator shall be binding upon and enforceable upon the parties.

14. This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter thereof.

15. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Failure or delay on the part of a party to exercise fully any right, remedy, power or privilege under this Agreement shall not operate as a waiver thereof. Any single or partial exercise of any right, remedy, power, or privilege shall not preclude any other or further exercise of the same or of any right, remedy, power or privilege. Waiver of any right, remedy, power or privilege with respect to any occurrence shall not be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS THE PROVISIONS OF THE EMPLOYMENT AGREEMENT AND HAS RECEIVED A COPY OF SAME.

PAR Technology Corporation

BY:_____________________________

Lisa Dillon

Manager, Human Resources

BY:______________________

Robert Jerabeck

Standard Employment Agreement 11/18/11

Table of Contents

Exhibit 10.3

March 21, 2013

Ms. Karen Sammon

[ ***]

Dear Karen:

On behalf of myself and the Board of Directors of PAR Technology Corporation ("PAR"), I am pleased to offer you to the position of President, ParTech Inc. on the terms set forth below. Upon execution by you, this letter will constitute your employment offer from PAR regarding your service beginning April 1, 2013, 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

During your employment, you will have the title of President, ParTech Inc., reporting to the Executive Vice President and Chief Operating Officer, PAR Technology Corporation. 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, nor engage or participate, directly or indirectly, in any business that is competitive in any manner with the business of PAR.

Annual Base Salary

As of the Start Date, you will be compensated at an annualized salary of $275,000 ("Annual Base Salary"), subject to applicable payroll deductions and such federal, state and local taxes and other withholdings as are required by law. The Annual Base Salary shall be paid in accordance with PAR's standard payroll practices in effect from time to time.

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"). Your annual participation in the 2013 ICP will be up to 25 % of your Annual Base Salary 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. After 2013, your ICP target bonus will be up to 50% of your Annual Base Salary. Any Annual Cash Bonus payable to you based on 2013 performance will be pro rata for the period, from your Start Date thru December 31, 2013.

K. Sammon, page 2

Annual Long Term Incentive Plan .

New Hire Long Term Incentive Cash Award

On your Start Date, you will be granted participation in a long term cash award program with a starting value of $100,000, pursuant to the terms and conditions of the PAR LTI when the long term goals and other plan details are finalized, This award will be converted to phantom performance shares of PAR stock at the fair market value of the stock as of the market close on the date of grant and will cliff vest upon attainment of PAR Long Term Incentive program financial goals at the end of the three year performance period. When vested, the phantom shares will be valued at the fair market value of the stock as of the market close and the total amount will be paid to you in cash. Full information on this plan will be provided to you under separate cover.

Benefits

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

·	PAR's Wellness Program

·	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)

K. Sammon, page 3

Annual Leave and Personal Time Off - Annual Leave (i.e., vacation) will be accrued at the rate of 13.33 hours per month, yielding four weeks Annual Leave per fiscal year. In addition, you will receive four Personal Time Off days per fiscal year. Unused Personal Time Off and Annual Leave may not be carried over to succeeding years.

Contingencies . This offer is contingent upon the following:

·	Signing Company's Employment Agreement (See enclosed).

·	Compliance with federal I-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.

·	Written verification from an authorized senior officer of Cbord that there are no non-compete or other agreements or obligations in place which would preclude you from working for ParTech, Inc. in the position herein offered

We look forward to having you join us.

Sincerely,

Mr. Ronald Casciano

Senior Vice President & CFO

K. Sammon, page 4

I have read this offer letter in its entirety and agree to the terms and conditions of employment. I understand and agree that my employment with the Company is at-will.

_______________________________________ _________________________

Karen E. Sammon Date

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into this 1st d ay of April 2013 by and between ParTech, Inc. (hereinafter referred to as the "Company"), and Karen Sammon hereinafter referred to as "Employee").

WHEREAS, the Company is a New York corporation engaged in the design, development and implementation of advanced technology computer software system solutions; and

WHEREAS, said confidential and/or proprietary information is valuable to the Company and gives the Company an advantage over competition who do not know or use it.

1. The Company does hereby employ Employee in the position of President, PTI and Employee does hereby accept such employment and agrees to perform the duties of such position in an efficient, 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 Board and the corporate policies of the Company as they are in effect from time to time throughout the period 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 will execute and perform such duties assigned to Employee.

2. This Agreement shall be effective as of April 1, 2013. The parties agree and understand that the employment relationship is " AT WILL" and may be terminated by the Company at any time, with or without notice, for any lawful reason, including, but not limited to, for the reasons specified in Paragraphs 5, 6 and 7 herein. The Employee must provide the Company with at least two (2) weeks notice of termination.

3. During the period of employment, the Company shall pay to Employee:

a. a base salary at the annualized rate of $275,000.00, or

b. an hourly rate of

a. Enter into any business, professional or commercial activity

which interferes with or impairs Employee's productivity for the

Company; or

b. Engage in any activity competitive with or adverse to the

Company's business interests or welfare, whether alone, as a

partner, or as an officer, director, employee, or more than ten

percent (10%) shareholder of any other corporation.

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

TO: ParTech, Inc. TO Karen Sammon

Attention: Human Resources Dept. [***]

8383 Seneca Turnpike [***]

New Hartford, N.Y. 13413-4991

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS THE PROVISIONS OF THE EMPLOYMENT AGREEMENT AND HAS RECEIVED A COPY OF SAME.

PAR Technology Corporation

BY:_____________________________

Denise C. Milde

Vice President, Human Resources

BY:______________________

Karen E. Sammon

Standard Employment Agreement 11/18/11

Table of Contents

Exhibit 10.4

March 25, 2013

Paul B. Domorski

[ ***]

Dear Paul:

This Letter Agreement, together with the attachment hereto (collectively, the "Agreement"), reflects our mutual understanding with respect to the termination of your employment with PAR Technology Corporation (the "Company", and together with its subsidiaries and their affiliates, "PAR") and sets forth the payments and benefits you will be eligible to receive under this Agreement. YOU ARE ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

Resignation and Termination . You informed us on March 19, 2013, of your resignation from the Board of Directors of the Company and from your position as Chairman of the Board and Chief Executive Officer of the Company effective as of the close of business on March 19, 2013 (the "Resignation Date"). You have indicated your resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective with your resignation, you no longer are a member of any board or internal management committee of the Company and you have no authority to take any action on behalf of or otherwise bind the Company. As soon as practicable, you will receive your final payment of earned salary (accrued through the end of business on March 31, 2013, and net of taxes and customary deductions for benefits), as well as a payment equal to the pro rata after-tax dollar amount of unused vacation time you have earned.

Payment Post-Termination. If you have executed this Agreement and the General Release in the form attached hereto as Attachment A ("General Release") and have not revoked such execution after seven days from the date of this Agreement and the attached General Release, and the Agreement and General Release thereby become effective, the Company, no later than April 2, 2013, will make to you a single cash payment of $750,000.00, less amounts withheld for federal and state income taxes. You acknowledge and agree this payment differs from and is in excess of the total payments and benefits you would otherwise be eligible to receive upon termination, absent this Agreement.

Post-Termination Medical Coverage . Following your execution of this Agreement, you will be eligible for the health benefit provisions of the Consolidated Omnibus Budget Reconciliation Act (COBRA). You agree to pay all costs associated with such extended coverage. Additional information concerning post-termination medical coverage will be provided to you under separate cover.

Forfeiture of Unvested Equity Interests . As of the close of business on March 25, 2013, you will (a) forfeit all unvested options for the purchase of shares of Company common stock, and (b) exchange the unvested shares of restricted stock held by you for an amount equal to the product of the par value of each such share and the number of shares you hold. Consistent with the terms of the Company's stock option plan, you will have 90 days after the Resignation Date to exercise your vested options for the purchase of shares of Company common stock, after which the options will expire without value. Any such exercise and any sale restriction on the shares of Company common stock you purchased will no longer apply following the close of trading on the first full trading day following the public release of the Company's first quarter 2013 financial results.

Paul B. Domorski

March 25, 2013

Page 2 of 9

5.	Pension, 401(k) Plans and Other Plans and Programs .

(a)

Your account balances under the Company's qualified and non-qualified pension plans in which you are a participant are vested and shall remain unaffected by this Agreement. Additional information concerning your pension and 401(k) plan benefits will be provided to you under separate cover.

(b)

Any other amounts or benefits that are vested benefits or that you are otherwise entitled to receive under any plan, policy, practice or program of the Company (including expense reimbursements and accrued vacation) shall be payable to you in accordance with such plan, policy, practice or program; provided that in no event shall you be entitled to any severance pay under any such plan, program, practice or policy.

6.	Company Credit Card . You agree to pay any unpaid, outstanding balance due on the credit card issued to you as soon as practicable.

Claims . You represent, as of the date you have signed this Agreement, you have not filed, directly or indirectly, nor caused to be filed, any Claims (as defined in the accompanying General Release) against the Company or the Releasees (as defined in the General Release) in any forum, including federal, state or local court or in arbitration, any administrative proceeding with any federal, state or local administrative agency, or the Company's dispute resolution procedure. You agree to waive your right to any monetary or other recovery of any kind, should any administrative agency or third party pursue any claims on your behalf.

8.	Non-Solicitation of Company Employees .

(a)

For a period of two years following the Resignation Date, you will not, without the Company's written consent, directly or indirectly, yourself or on behalf of a third party, take any intentional action to solicit, recruit, hire, employ engage or induce or encourage any individual who was a Company employee as of the Resignation Date to terminate his or her employment with the Company and become employed or engaged as an owner, principal, partner, member, officer, director, consultant, agent or representative elsewhere. However, the foregoing restrictions shall not prohibit any entity with whom you may have an employment, principal or consulting relationship (each an "Employing Entity") from (x) soliciting for employment (i) any persons who respond to a general solicitation or advertisement that is not specifically directed to Company employees or any specific group of Company employees; (ii) any persons who are referred to such Employing Entity by search firms or employment agencies; provided such search firms and employment agencies have not been advised by you, directly or indirectly, to approach such persons; (iii) any persons whose employment has been involuntarily terminated by the Company after the Resignation Date; or (iv) your administrative assistant(s) as of the Resignation Date, or (y) offering employment to any of the foregoing or to any person who pursues such an offer without having been solicited by the Employing Entity or by you.

(b)

You acknowledge and agree that given the role and opportunity you have enjoyed with the Company, the covenants contained in this paragraph 8 are reasonable, constitute an important part of the Company's consideration provided to you under this Agreement, and will not unnecessarily or unreasonably restrict your professional opportunities.

Paul B. Domorski

March 25, 2013

Page 3 of 9

9.	Non-Disparagement .

(a)

You agree not to disparage or denigrate the Company or, subject to subparagraph 9(b) below, its directors or executive officers orally or in writing. The Company agrees not to disparage or denigrate you or your agents, assignees, attorneys, family members, heirs, executors or administrators orally or in writing, and agrees to use its reasonable best efforts to cause its directors and executive officers not to disparage or denigrate you or your agents, assignees, attorneys, heirs, executors or administrators.

(b)

Notwithstanding the foregoing provisions of subparagraph 9(a), it shall not be a violation of this paragraph 9: (i) for any person to make truthful statements when required by order of a court or other body having jurisdiction, or as otherwise may be required by law or under an agreement entered into in connection with pending or threatened litigation pursuant to which the party receiving such information agrees to keep such information confidential, or (ii) for you to respond to any disparaging or denigrating comment made by any director or executive officer.

10.

Proprietary Information . You agree to return all Company property in your possession, custody or control. You further agree all proprietary or confidential information or trade secrets concerning the Company or its businesses, products, services or employees, including but not limited to information concerning business strategies or plans, systems, products and services and their development, technical information, marketing, sales activities and procedures, promotion and pricing techniques, cost, credit and financial data, and customer, client, vendor, and employee information ("Proprietary Information") is the exclusive property of the Company. You agree you have an ongoing obligation not to disclose or use, either directly or indirectly, any such Proprietary Information for any reason, unless required by a statute, by a court of law, by any governmental agency or self-regulatory organization having supervisory authority over the Company or its businesses, or by any administrative or legislative body (including a committee thereof) with jurisdiction to order you to divulge, disclose or make accessible such information. Prior to any disclosure, however, you shall give notice to the Company of any such request or demand for Proprietary Information promptly upon your receipt of same and shall reasonably cooperate with the Company in any application it may make seeking a protective order barring disclosure of such Proprietary Information.

11.	Cooperation .

(a)

You agree to cooperate with the Company and its attorneys as may be reasonably required concerning any past, present or future legal matters that relate to or arise out of your employment with the Company, with the understanding any meetings you are requested to attend are scheduled during normal business hours at mutually agreeable times. The Company agrees to reimburse you for any and all reasonable costs and expenses (including but not limited to reasonable attorney's fees) you may incur in connection with such cooperation.

(b)

You shall be indemnified for acts and omissions occurring on or prior to the Resignation Date to the fullest extent permitted under applicable law. The Company agrees, for purposes of this subparagraph 11(b), it shall interpret and/or apply any provision of applicable law and the Company's By-laws (including advancement of expenses and, in this connection, you agree to sign an appropriate undertaking as to the repayment of any such advances) with respect to you in a manner consistent with how such provision is interpreted and applied by the Company to then active executive officers of the Company. You shall be covered under the Company's directors' and officers' liability insurance policies in effect from time to time on the same basis that other former directors and officers are covered.

Paul B. Domorski

March 25, 2013

Page 4 of 9

12. Remedies .

(a)

Notwithstanding anything to the contrary in this Agreement, and without limiting any remedies at law or in equity that may be available to the Company or you as provided herein or otherwise, you and the Company acknowledge and agree a remedy at law for any breach or threatened breach of any covenant contained in paragraph 8 above would be inadequate and monetary damages would be difficult to calculate and that for any such breach or threatened breach, a court of law may award an injunction, restraining order or other equitable relief, restraining you from committing or continuing to commit such breach.

(b)

It is expressly understood and agreed that if a final determination is made by a court of law that the time or any other restriction contained in paragraph 8 above is an unenforceable restriction against you, then the provisions of paragraph 8 above shall not be rendered void but shall be deemed amended to apply as to such maximum time and to such other maximum extent as such court may determine or indicate to be enforceable. Alternatively, if any such court finds that any restriction contained in paragraph 8 above is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any other provision of this Agreement.

(c)

Except as provided in subparagraph 12(a), any controversy, dispute or claim arising out of or relating to this Agreement, any other agreement or arrangement between you and the Company, your employment with the Company, or the termination thereof (collectively, "Covered Claims") shall be resolved by binding arbitration, to be held in the Borough of Manhattan in New York City, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

(d)

In no event shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable under this Agreement. There shall be no offset by the Company against your entitlements under this Agreement for any compensation or other amounts that you earn from subsequent employment or engagement of your services nor on account of any claim the Company may have against you.

13.	Partial Invalidity . Except with respect to the attached General Release, the invalidity or unenforceability of any provision of this Agreement shall have no effect upon, and shall not impair the validity or enforceability of, any other provision of this Agreement.

Paul B. Domorski

March 25, 2013

Page 5 of 9

14.	Voluntary and Authorized Agreement .

(a)

You acknowledge and agree (i) you have read and understand each of the provisions of this Agreement; and (ii) you are hereby advised to consult with an attorney prior to signing this Agreement.

(b)

Once you sign this Agreement, you have seven calendar days to revoke it. You may do so by delivering to the Company written notice of your revocation within the seven-day revocation period. This Agreement will be a valid and binding obligation of you on the eighth day after you sign it, provided you have not revoked it during the seven-day revocation period.

(c)

The Company represents and warrants to you (i) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved on behalf of the Company by its Board of Directors and all corporate action required to be taken by the Company for the execution, delivery and performance of this Agreement has been duly and effectively taken; (ii) the director or officer signing this Agreement on behalf of the Company is duly authorized to do so; (iii) the execution, delivery and performance of this Agreement by the Company does not violate any applicable law, regulation, order, judgment, decree or other obligation or any agreement, plan or corporate governance document to which the Company is a party or by which it or its directors are bound; and (iv) upon execution and delivery of this Agreement by the parties, it shall be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

15.	Voluntary General Release .

(a)

You acknowledge and agree you are hereby advised to consult with an attorney prior to signing the General Release.

(b)

Once you sign the General Release, you will have seven calendar days to revoke it. You may do so by delivering to the Company's General Counsel written notice of your revocation within the seven-day revocation period. The General Release will become effective on the eighth day after you sign it, provided you have not revoked it during the seven-day revocation period.

Paul B. Domorski

March 25, 2013

Page 6 of 9

16.

Governing Law; Taxes . This Agreement shall be governed by the laws of the State of New York (regardless of conflict of laws principles) as to all matters including without limitation validity, construction, effect, performance and remedies, except to the extent that such laws are preempted by federal law. You and the Company agree (i) payment provided in paragraph 2 is exempt from the deferred compensation provisions of Internal Revenue Code Section 409A, and (ii) each party's tax filings will be consistent with the application of such exemption.

17.	Notices . All notices, requests and other communications under this Agreement and the General Release will be in writing (including facsimile or similar writing) to the applicable address (or to such other address as to which notice is given in accordance with this paragraph 18).

If to you:	Paul B. Domorski [ *] [ *]


If to the Company:	PAR Technology Corporation 8383 Seneca Turnpike New Hartford, NY 13413-4991 Attention: General Counsel

Each such notice, request or other communication will be effective only when received by the receiving party.

18.

Transferability . This Agreement shall be binding upon any successor to the Company, whether by merger, consolidation, purchase of assets or otherwise. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person or entity, other than the parties hereto and their respective successors and assigns, which in your case will include your heirs and/or your estate.

19.	Counterparts . This Agreement may be executed in counterparts.

Paul B. Domorski

March 25, 2013

Page 7 of 9

20.

Entire Agreement . This Agreement and the accompanying General Release set forth the entire agreement and understanding relating to your employment relationship with and termination from the Company; supersedes all prior discussions, negotiations, and agreements concerning your employment with the Company and separation therefrom; and may not be amended except by mutual written agreement.

PAR Technology Corporation
By:


Date:

I ACKNOWLEDGE I HAVE BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

I HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF ITS MEANING.


By:



Date:

Paul B. Domorski

March 25, 2013

Page 8 of 9

ATTACHMENT A

GENERAL RELEASE

In exchange for the payments and benefits set forth in the letter agreement between PAR Technology Corporation (the "Company") and me dated March 25, 2013 (the "Agreement"), and subject to the terms of the Agreement, and my execution (without revocation) and delivery of this General Release:

1. (a)

On behalf of myself, my agents, assignees, attorneys, heirs, executors, and administrators, I hereby release the Company and its predecessors, successors and assigns, its and their current and former parents, affiliates, subsidiaries, divisions and joint ventures, and all of their respective current and former officers, directors, employees, and agents, in their capacity as Company representatives (individually and collectively, "Releasees") from any and all controversies, claims, demands, promises, actions, suits, grievances, proceedings, complaints, charges, liabilities, damages, debts, taxes, allowances, and remedies of any type, including but not limited to those arising out of my employment with the Company (individually and collectively, "Claims") that I may have by reason of any matter, cause, act, or omission. This release applies to Claims I know about and those I may not know about occurring at any time on or before the date of execution of this General Release.

(b)

This General Release includes a release of all rights and Claims under, as amended, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act of 1990, the Employee Termination Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Older Workers Benefit Protection Act of 1990, the Occupational Safety and Health Act of 1970, the Worker Adjustment and Retraining Notification Act of 1989, the Sarbanes-Oxley Act of 2002, and the New York State Human Rights Act, as well as any other federal, state, or local statute, regulation, or common law regarding employment, employment discrimination, termination, retaliation, equal opportunity, or wage and hour. I specifically understand I am releasing Claims based on age, race, color, sex, sexual orientation or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories.

(c)

This General Release also includes a release of any Claims for breach of contract, any tortious act or other civil wrong, attorneys' fees, and all compensation and benefit claims including without limitation Claims concerning salary, bonus, and any award(s), grant(s), or purchase(s) under any equity and incentive compensation plan or program.

(d)

In addition, I am waiving my right to pursue any Claims against the Company and Releasees under any applicable dispute resolution procedure, including any arbitration policy.

Paul B. Domorski

March 25, 2013

Page 9 of 9

I acknowledge this General Release is intended to include, without limitation, all Claims known or unknown that I have or may have against the Company and Releasees through the Effective Date of this General Release. Notwithstanding anything herein, I expressly reserve and do not release pursuant to this General Release (and the definition of "Claims" will not include) (i) my rights with respect to the enforcement of the Agreement, including the right to receive the payments, benefits and indemnifications specified in the Agreement; (ii) my rights to the vested benefits (including to reimbursement of expenses) I may have, if any, under any Company benefit plans; (iii) any claim arising after the Effective Date of this General Release and (iv) any right to indemnification pursuant to paragraph 11(b) of the Agreement, or the protections of the Company's directors and officers liability insurance pursuant to paragraph 11(b) of the Agreement, in each case, to the same extent provided to other senior executives of the Company.

I acknowledge (a) I have been advised to consult with an attorney regarding the terms of this General Release prior to executing it, (b) I have seven calendar days from the date of execution to deliver written notice of my revocation of the Agreement and this General Release to the Company's General Counsel, (c) I fully understand all of the terms and conditions of this General Release, (d) I understand nothing contained herein contains a waiver of claims arising after the date of execution of this General Release, and (e) I am entering into this General Release knowingly, voluntarily, and of my own free will. I further understand my revocation of the Agreement and this General Release will render me ineligible for the payments and benefits described herein and in the Agreement.

I understand, once I sign and return this General Release to the Company, I have seven calendar days to revoke it. I may do so by delivering to the Company written notice of my revocation within the seven-day revocation period (the "Revocation Period"). This General Release will become effective on the eighth day after I sign and return it to the Company ("Effective Date"), provided I have not revoked it during the Revocation Period.

I ACKNOWLEDGE I HAVE BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS GENERAL RELEASE.

I HAVE READ THIS GENERAL RELEASE AND UNDERSTAND ALL OF ITS TERMS. I SIGN AND ENTER THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH FULL KNOWLEDGE OF ITS MEANING.


By:

Date:

Table of Contents

Exhibit 31.1

PAR TECHNOLOGY CORPORATION

STATEMENT OF EXECUTIVE OFFICER

I, Ronald J. Casciano certify that:

1.	I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) , for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2013	/s/Ronald J. Casciano
	Chief Executive Officer and President

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Table of Contents

Exhibit 31.2

PAR TECHNOLOGY CORPORATION

STATEMENT OF EXECUTIVE OFFICER

I, Steven M. Malone, certify that:

1.	I have reviewed this report on Form 10-Q of PAR Technology Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

Designed such internal control over financial reporting, or caused such internal control over financial

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 8, 2013	/s/Steven M. Malone
	Steven M. Malone
	Vice President, Controller and Chief Accounting Officer

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Table of Contents

Exhibit 32.1

PAR TECHNOLOGY CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PAR Technology Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Ronald J. Casciano, Chief Executive Officer and President and Steven M. Malone, Vice President, Controller and Chief Accounting Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

The Report fully complies with the requirement of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Ronald J. Casciano

Ronald J. Casciano

Chief Executive Officer and President

May 8, 2013

/s/Steven M. Malone

Steven M. Malone

Vice President, Controller and Chief Accounting Officer

May 8, 2013

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