Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 1, 2009, Gregory T. Cortese was appointed to the position of Executive Vice President Office of the Chairman of PAR Technology Corporation (the "Company"). As a result of Mr. Cortese's new position, he resigned as President and Chief Executive Officer of ParTech, Inc., a wholly-owned subsidiary of the Company incorporated under the laws of the State of New York ("ParTech, Inc."). Also effective January 1, 2009, A. Edwin Soladay was appointed as the President of ParTech, Inc. Summaries of the terms of Mr. Cortese's and Mr. Soladay's appointments, respectively, appear below.

A copy of the Company's Press Release dated January 6, 2009 announcing the appointments is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Appointment of Gregory T. Cortese as Executive Vice President Office of the Chairman of PAR Technology Corporation

On December 29, 2008, Gregory T. Cortese entered into an employment arrangement with the Company and effective January 1, 2009, was appointed to the position of Executive Vice President Office of the Chairman of the Company. The initial term of Mr. Cortese's employment with the Company shall expire on December 31, 2009, but may be extended by the Company pursuant to written notice. Upon termination of Mr. Cortese's employment with the Company, Mr. Cortese may be entitled to certain severance payments.

Prior to becoming Executive Vice President Office of the Chairman, Mr. Cortese, who is 59 years old, served as the President and Chief Executive Officer of ParTech, Inc. since June 2000. Since 2005, Mr. Cortese also served as the President of PixelPoint, ULC, a wholly-owned subsidiary of the Company organized under the laws of Canada, and as the General Counsel and Secretary of the Company.

Appointment of A. Edwin Soladay as President of ParTech, Inc.

Effective January 1, 2009, A. Edwin Soladay was appointed to the position of President of ParTech, Inc. Mr. Soladay shall receive an annual salary of $325,000 and shall be eligible to receive an annual bonus under the Company's Incentive Compensation Plan.

Mr. Soladay's benefits include participation in the Company's Deferred Compensation Plan, Retirement Plan and insurance benefits, as well as reimbursement for reasonable travel and relocation expenses, a housing allowance and car allowance. Mr. Soladay is also eligible to receive a stock option to purchase up to 125,000 shares of the Company's common stock ("Option Shares") in accordance with the Company's 2005 Equity Incentive Plan.

Mr. Soladay's employment agreement with ParTech, Inc. runs through December 31, 2011. Upon termination of Mr. Soladay's employment by the Company, Mr. Soladay may be entitled to certain severance payments.

Prior to accepting the appointment as President of ParTech, Inc., Mr. Soladay, who is 62 years old, served as the Chief Operating Officer of Fujitsu Transaction Services, Inc., a wholly-owned subsidiary of Fujitsu Limited, since August 2005. Between August 2001 and June 2005, Mr. Soladay served as the President of CRS Retail Systems, Inc., a large software company specializing in POS, back office and business intelligence software for the retail market.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description ------ ----------- 99.1 Press Release of PAR Technology Corporation dated January 6, 2009.