exv10wa






Exhibit 10(a)



September 8, 2010



Mr. Henry R. Bond



Dear Henry:




This letter will confirm our on-going conversations and serve as a revised offer of employment.

Your position of Senior Vice President and Chief Financial Officer will report directly to me and

is located in our Solon, Ohio facility. It is understood that you will work up to one day per week

out of our Alpharetta office.



As a member of the Management Committee, you will be eligible for the following compensation and
benefits:





	 	•	 	Starting base salary of $12,500, paid semi-monthly, as earned upon your start date,
annualized at $300,000. Your first merit increase consideration will occur April 1, 2011.
	 
	 	•	 	Annual target cash incentive of $150,000, effective at the start of FY11 which shall be
prorated for the portion of the year during which you are employed by Agilysys.
Achievement will be determined based on performance against the FY11 Annual Incentive Plan
(AIP) approved by the Board for Agilysys, Inc. executive officers, with MBO’s determined
after you begin at Agilysys as approved by the Compensation Committee of the Board of
Directors.
	 
	 	•	 	A grant of 30,000 shares of restricted stock to be made on your hire date.
	 
	 	•	 	A Long-Term Incentive Plan (LTIP) of 50,000 stock settled stock appreciation rights
(SSAR’s) to be made on your hire date.
	 
	 	•	 	A signing bonus of $75,000 payable on your date of hire that would be repaid to the
Company in full if you voluntarily terminate your employment with the Company prior to the
second anniversary of your date of hire, other than pursuant to Paragraph 5.E. of your
Employment Agreement, and a retention bonus of $75,000 payable on the second anniversary of
your date of hire, provided you are employed by the Company or its successor on that date.




 









 











Mr. Henry R. Bond

September 8, 2010

Page 2





	 	•	 	Twenty-five days per year of paid time off in addition to the Company’s holidays.
	 
	 	•	 	An Employment Agreement that contains a 12-month target compensation and benefit
continuation provision in the event of termination without cause and a non-competition
agreement covering the salary continuation period. A copy of the agreement is attached as
Exhibit A.
	 
	 	•	 	Full participation in the Agilysys, Inc. health, life insurance, paid time off (PTO),
401(K) and profit sharing plans. In addition, you will be eligible to participate in the
following executive benefit plans:






	 	 Ø	 	Benefit Equalization Plan (BEP)
	 
	 	 Ø	 	Executive Life Insurance Plan
	 
	 	 Ø	 	Personal Liability Policy
	 
	 	 Ø	 	Health Management Program
	 
	 	 Ø	 	Auto Allowance — $450 per month






	 	•	 	The Relocation Assistance benefits outlined in the Exhibit B.
	 
	 	•	 	This offer requires that you sign an Employment Agreement (non-competition), Insider
Trading Policy, Non-Disclosure Agreement and Business Ethics Policy. It also requires a
satisfactory background investigation and negative drug test to which you must consent.
Enclosed with this letter is the application for employment and consent forms that must be
completed and returned to me along with the directions and drug testing chain of custody
form.




Sincerely,



Martin F. Ellis




 









 





Exhibit A




EMPLOYMENT AGREEMENT




AGILYSYS, INC.




	 	 	 	 	 	 	 
	Employee Name: Henry R. Bond

	 	 	 	Position: Senior VP and CFO
	 
	 	 	 	 	 	 
	Effective Date: October 18, 2010
	 	 	 	 	 	 





You are a valuable Agilysys employee, and we expect you to make a significant contribution to
Agilysys’ success. As a result, Agilysys, Inc. (“Agilysys”) wishes to employ you during the
following years under the terms of this agreement.





	1.	 	Employment Period. You will be employed by Agilysys for the period
beginning with the Effective Date set forth above and ending with the
Termination Date as defined in Paragraph 5, below (the “Employment
Period”).
	 
	2.	 	Position. You shall initially be employed in the position set forth
above, with the duties and responsibilities customarily associated
with that position. From time to time, Agilysys may determine that it
is in Agilysys’ best interest to add to, subtract from, or otherwise
change your duties and responsibilities, or change or eliminate your
title.
	 
	3.	 	Best Efforts. You shall devote all of your business time and
attention to your duties as an employee of Agilysys. You shall use
your best efforts, energies, and skills to advance the business of
Agilysys, to further and improve its relations with suppliers,
customers and others, and to keep available to Agilysys the services
of its employees. You shall perform your duties in compliance with
all laws and Agilysys’ published policies, including ethical
standards set forth in the Code of Business Conduct.
	 
	4.	 	Compensation. Your compensation will be pursuant to Agilysys’
standard programs in effect from time to time. Agilysys reserves the
right, however, in its sole discretion, to impose salary reduction,
and/or other cost reduction programs, which may reduce your targeted
cash compensation (provided that any such program is not
discriminatory and treats you the same as other Agilysys employees
holding similar positions). You shall be eligible to participate in
any and all employee benefit plans made available from time to time
to Agilysys employees generally.
	 
	5.	 	Termination. Your employment may be terminated for Cause by Agilysys,
voluntarily by you, or without Cause by Agilysys. The last date of
your employment as a result of termination for any of these reasons
is the “Termination Date.”






	 	A.	 	Termination for Cause and
Voluntary Termination. If
your employment





 








 





	 	 	 	terminates
for any of the following
reasons: (a) your death,
disability, or legal
incompetence; (b) the
issuance by Agilysys of a
notice terminating your
employment “for Cause”
(which, for these purposes,
means: (i) breach of any
term of this agreement or
any other duty to Agilysys;
(ii) dishonesty, fraud, or
failure to abide by the
published ethical standards,
conflict of interest, or a
material breach of a policy
of Agilysys; (iii) your
conviction for any felony
crime, or for any other
crime involving
misappropriation of money or
other property of Agilysys;
(iv) misconduct, malfeasance
or insubordination; or
(v) gross failure to perform
under this agreement (not
including simply a failure
to attain quantitative
targets)); or (c) you
voluntarily resign your
employment, then your salary
will end on the Termination
Date.
	 
	 	B.	 	Termination Without Cause.
If your employment is
terminated by Agilysys for
any reason other than those
identified in
Paragraph 5.A., above, then
you will be paid a severance
(“Severance Payments”) equal
to one (1) year regular base
and target incentive salary
(if applicable), which will
be at the rate applicable to
you at the time your
employment terminates and
will be paid during regular
pay intervals during the one
(1) year period (“Severance
Period”). In case of
termination without Cause,
you will be eligible to
continue to participate in
applicable medical and
dental coverage program(s)
available to Agilysys
employees for the duration
of the Severance Period. You
will not otherwise be
eligible for severance under
any Agilysys severance plan
and you will not be eligible
to receive the Severance
Payments outlined in this
paragraph 5.B. more than
once.
	 
	 	C.	 	Change of Position. If
Agilysys changes your
position such that your
responsibilities or
compensation are
substantially lessened, or
if you are required to
relocate to a facility more
than 50 miles away from your
current locations (Cleveland
and Atlanta) (referred to
collectively as a “Change of
Position”), then you may,
within 30 days of such
Change of Position, give
Agilysys written notice that
you are terminating your
employment for this reason.
Such termination for Change
of Position will be deemed a
termination by Agilysys
without Cause for purposes
of this Agreement and you
shall be entitled to the
Severance Payments described
in Paragraph 5.B., above.
	 
	 	D.	 	Change of Control. If there
is a change of control of
Agilysys, as defined by
Section 409(A) of the
Internal Revenue Code, and
your employment with
Agilysys or its successor is
terminated without cause,
then you shall be entitled
to the Severance Payments
described in Paragraph 5.B.
above.
	 
	 	E.	 	Public Company Status. If
there is a change of control
of Agilysys and the Company
is no longer publicly
traded, then you shall be
provided with the
opportunity to terminate
your employment during the
thirty day period beginning
on the first anniversary of
delisting and receive the
Severance Payment described
in Paragraph 5.B. above




 








 











	6.	 	Confidential Information. During the course of your employment, you
have learned, and will learn, various proprietary or confidential
information of Agilysys and/or its related and affiliated companies
(including the identity of customers and employees; vendor
information; marketing information and strategies; sales training
techniques and programs; product development and design; acquisition
and divestiture opportunities and discussions; and data processing
and management information systems, programs, and practices). You
shall use such information only in connection with the performance of
your duties to Agilysys and agree not to copy, disclose, or otherwise
use such information or contest its confidential or proprietary
nature. You agree to return any and all written documents containing
such information to Agilysys upon termination of your employment.
	 
	7.	 	Restrictive Covenants.






	 	A.	 	No Hiring. During the
Employment Period and for
12 months thereafter, you
agree not to employ or
retain, have any other
person or firm employ or
retain, or otherwise
participate in the
employment or retention of
any person who was an
employee or consultant of
Agilysys at any time during
the 12 months preceding the
end of the Employment
Period.
	 
	 	B.	 	Non-Competition. In the
event that (i) Agilysys
terminates your employment
for Cause or (ii) you
voluntarily terminate your
employment with Agilysys for
any reason other than Change
of Position, you agree that
for a period of 12 months
after such termination you
will not be employed by,
own, manage, operate, or
control, or participate,
directly or indirectly, in
the ownership, management,
operation, or control of, or
be connected with (whether
as a director, officer,
employee, partner,
consultant, or otherwise),
any business which competes
with the business of
Agilysys, any peer group of
Agilysys identified in the
three prior proxy statements
of Agilysys, any Agilysys
customer, any vendor with
whom Agilysys does business
and any companies selling
enterprise computer systems,
and related consulting,
integration, maintenance and
professional services (the
“Non-compete Obligation.”)
	 
	 	C.	 	If Agilysys terminates your
employment for any reason
other than for Cause (or if
you terminate your
employment for reasons of
Change of Position), then
the above Non-Compete
Obligation will not apply to
you, unless Agilysys, at its
option, elects to extend the
Non-Compete Obligation to
you for up to a twelve-month
period (“Extended
Non-Competition Period”), in
which case Agilysys will pay
your regular base and target
incentive salary (if
applicable), in accordance
with regular payroll
practices (the
“Non-Competition Payments”),
during the Extended
Non-Compete Period.
	 
	 	 	 	Any Non-Competition Payments
made to you will be in lieu
of Severance Payments. To
the extent the
Non-Competition Period is
shorter than the Severance
Period applicable to you, if
any, Severance Payments, if
applicable to you, will be
made to you for the duration
of the remainder of the
Severance




 








 






	 	 	 	Period after the
end of the Non-Competition
Period. All decisions as to
(i) whether to extend to you
the Non-Compete Obligation
(and therefore, whether to
make Non-Competition
Payments to you); and
(ii) the duration of any
such Extended Non-Compete
Period, shall be within the
sole discretion of Agilysys,
and will be communicated to
you at the time of
termination. The
Non-Competition Payments
described in this
subparagraph apply only to
termination of your
employment by Agilysys for
reasons other than for
Cause, or if you terminate
your employment for reasons
of Change of Position.
	 
	 	 	 	It is understood and
acknowledged that any
Non-compete Obligation
arising under Paragraph 7
shall be in addition to any
other obligations on your
part under this Agreement,
including but not limited to
the confidentiality and
no-hiring provisions of
Paragraphs 7.A. and 7.B.,
above.






	8.	 	Assignment of Inventions. You agree to promptly and fully
disclose to Agilysys all ideas, inventions, discoveries,
creations, designs, and other technology and rights (and
any related improvements or modifications thereof),
whether or not protectable under any form of legal
protection afforded to intellectual property
(collectively, “Innovations”), relating to any activities
or proposed activities of the Agilysys and its
affiliates, conceived or developed by you during your
employment, whether or not conceived during regular
business hours. Such Innovations shall be the sole
property of Agilysys. To the extent possible, such
Innovations shall be considered a Work Made for Hire
under the U.S. Copyright Act. To the extent the
Innovations may not be considered such a Work Made for
Hire, you agree to automatically assign to Agilysys, at
the time of creation of such Innovations, any right,
title, or interest that you may have in such Innovations.
You further agree that you will execute such written
instruments, and perform any other tasks as may be
necessary in the opinion of Agilysys to obtain a patent,
register a copyright, or otherwise protect or enforce
Agilysys’ rights in such Innovations.
	 
	9.	 	Specific Performance and Injunctive Relief.
You acknowledge that Agilysys will be
irreparably damaged if the provisions of
this agreement are not specifically
enforced, that monetary damages will not
provide an adequate remedy to Agilysys, and
that Agilysys is entitled to an injunction
(preliminary, temporary, or final)
restraining any violation of this agreement
(without any bond or other security being
required), or any other appropriate decree
of specific performance. Such remedies are
not exclusive and shall be in addition to
any other remedy which Agilysys may have.




 








 












	10.	 	Severability and Reformation. The provisions of Paragraphs 6 through 10
of this agreement constitute independent and separable covenants which
shall survive termination or expiration of the Employment Period. Any
paragraph, phrase, or other provision of this agreement that is
determined by a court of competent jurisdiction to be overly broad in
scope, duration, or area of applicability or in conflict with any
applicable statute or rule shall be deemed, if possible, to be omitted
from this agreement. The invalidity of any portion hereof shall not
affect the validity of the remaining portions.
	 
	11.	 	Assignment.






	 	(a)	 	This agreement is personal to you, and cannot be assigned by
you to any other party.
	 
	 	(b)	 	This agreement shall inure to the benefit of, and be binding
upon and enforceable by Agilysys, and by its successors and
assigns. This agreement may be assigned by Agilysys, without
your consent, to a third party (“Assignee”) in connection with
the sale or transfer of all or substantially all of Agilysys’
business, or any division or unit thereof, whether by way of
sale of stock, sale of assets, merger or other transaction.
Such assignment by Agilysys will not constitute nor be deemed
a termination of your employment by Agilysys, and will not
give rise to any rights under Paragraph 5 of this Agreement.
After such assignment, any further rights which you have under
this Agreement will be the responsibility of the Assignee.






	12.	 	General. This agreement constitutes our full understanding relating to your
employment with Agilysys, and replaces and supersedes any and all agreements,
contracts, representations or understandings with respect to your employment
(collectively, “Prior Agreements”). This agreement is governed by and is to be
construed and enforced in accordance with the internal laws of the State of Ohio,
without giving effect to principles of conflicts of law. In the event of a conflict
between the terms hereof and the provisions of Agilysys’ Employee Handbook, the
terms hereof shall control; otherwise, the provisions of the Employee Handbook
shall remain applicable to your employment relationship. This agreement may not be
superseded, amended, or modified except in a writing signed by both parties.
	 
	 	 	In witness whereof the parties have executed this agreement this ___ day of
September, 2010.





	 	 	 	 	 
	 	AGILYSYS, INC.

 	 
	 	By:  	 	 
	 	 	Martin F. Ellis 	 
	 	Title:  	 	President and Chief Executive Officer 	 



 








 






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Henry R. Bond 	 
	 	Title:  	 	Senior Vice President and Chief
Financial Officer 	 
	 




 











 










Exhibit B




Henry Bond




Relocation Assistance


Agilysys will pay the following out-of-pocket expenses, supported by third-party receipts, in
connection with your relocation:





	 	•	 	The out-of-pocket costs incurred in connection with the moving of your primary
residence, including the shipment of household goods, packing and limited unpacking by
carrier, insurance coverage for household goods on an actual cash value basis, shipment of
one automobile, and travel expenses to the new residence
	 
	 	•	 	Weekly airfare for you between Cleveland and Atlanta until the later of July 15,
2011 or the date that Agilysys asks you to move your residence
	 
	 	•	 	Cost of up to three dinners per week while you are staying in Cleveland
	 
	 	•	 	Airfare for your spouse and two children to visit Cleveland, in lieu of your traveling
to Atlanta, up to five times between the your date of hire and July 15, 2011
	 
	 	•	 	Closing costs incurred on the sale of your current residence (including real estate
commissions) and closing costs on the purchase of a new home in Cleveland
	 
	 	•	 	Cost of temporary housing in Cleveland until the later of July 15th and the
date that Agilysys asks you to move your residence
	 
	 	•	 	Tax gross-up on the each of the above amounts which are compensatory to you
	 
	 	•	 	One month’s base salary, or $25,000, to cover incidental and miscellaneous moving
expenses incurred in connection with a relocation of your primary residence