exv10wc






Exhibit 10(c)




RESTRICTED STOCK AWARD AGREEMENT




AGILYSYS, INC.

2006 STOCK INCENTIVE PLAN



     THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of the [ ] day
of [ ] (the “Grant Date”), by and between Agilysys, Inc., an Ohio corporation (the
“Company”), and [ ] (the “Participant”).



W I T N E S S E T H:




     WHEREAS, the Company has previously adopted, and the Shareholders of the Company have
approved, the Agilysys, Inc. 2006 Stock Incentive Plan (the “Plan”);



     WHEREAS, the Plan authorizes the Compensation Committee to award Restricted Stock to certain
key employees, including the Participant; and



     WHEREAS, the Compensation Committee awarded Restricted Stock to the Participant, subject to
the terms and conditions of Award Agreements;



     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants herein
contained, the Participant and the Company agree as follows:



     1. The Plan. The Plan is hereby incorporated by reference and made a part of this
Agreement for all purposes, and when taken together with this Agreement, shall govern the rights of
the Participant and the Company with respect to the Award (as defined below). The Participant
irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this
Agreement on his own behalf and on behalf of any beneficiaries, heirs, legatees, guardians,
representatives, successors and assigns. All capitalized terms used herein, unless otherwise
defined, shall have the meaning ascribed to them under the Plan. In the event of a conflict
between the Plan and this Agreement, the Plan will control.



     2. Award. As of the Grant Date, upon the terms and conditions set forth in this
Agreement, the Company hereby grants to the Participant an award (the “Award”) of [
] Restricted Shares (the “Restricted Stock”).



     3. Terms of Award.




	 	(a)	 	Entry of Shares. The Restricted Stock subject to the
Award shall be entered in the name of the Participant in book-entry format (the
“Book-Entry”) by the transfer agent of the Company (the “Transfer Agent”)
subject to removal of the restrictions or forfeiture pursuant to the terms of
this Agreement.






	 	(b)	 	Restrictions. The Participant shall not have the
right to sell, assign, transfer, convey, dispose, pledge, hypothecate, burden,
alienate, encumber or charge any Restricted Stock (including any Shares issued
as the result of the investment of cash dividends attributable to the Restricted
Stock) or any interest therein in any manner whatsoever, and the Company shall
not be required to transfer on its books any such Restricted Stock which shall
have been sold, assigned, transferred, conveyed, disposed of, pledged,
hypothecated, burdened, alienated, encumbered or charged in violation of this
Agreement.




 









 












	 	(c)	 	Vesting. All of the Restricted Stock will Vest as
follows provided that, except as otherwise provided in Sections 3(e), 4 and 5,
provided that the Participant remains employed by the Company or its
Subsidiaries as of the specified dates:





[insert vesting schedule]





	 	(d)	 	Vested Shares — Removal of Restrictions; Payment.
Upon Restricted Stock becoming Vested, the Company shall cause the Transfer
Agent to move the Book-Entry representing such Shares, together with any Shares
issued as a result of the investment of cash dividends attributable to such
Shares pursuant to Section 3(f), to a non-restricted account, thereby removing
all restrictions hereunder, and shall cause the Transfer Agent to notify the
Participant that the Shares, together with any Shares issued as a result of the
investment of cash dividends attributable to such Shares pursuant to Section
3(f), are free and clear of all restrictions (but subject to any applicable
securities law restrictions or other restrictions imposed upon Shares
generally).






	 	(e)	 	Forfeiture. If the Committee determines in its sole
and exclusive discretion that the Participant’s employment with the Company
terminated for any reason other than death, Disability prior to any portion of
the Restricted Stock becoming Vested, then the non-Vested Restricted Stock as of
the date of his termination of employment, together with any Shares issued as a
result of the investment of cash dividends attributable to the Restricted Stock,
shall be forfeited, and the Participant and all persons who might claim through
him will have no further interests under this Agreement of any kind whatsoever.






	 	(f)	 	Voting Rights and Dividends. The Participant shall
have all of the voting rights attributable to the Restricted Stock issued
pursuant to this Agreement. Cash dividends declared and paid by the Company
with respect to the Restricted Stock shall not be paid to the Participant.
Rather, those cash dividends shall be invested in Shares which shall be subject
to the vesting provisions of Section 3(c). By executing this Agreement, the
Participant irrevocably consents to: (i) the Company’s withholding of the
payment of those dividends; and (ii) the investment of those dividends in Shares
issued in the name of the Participant and held in book-entry format by the
Transfer Agent subject to removal of the restrictions or forfeiture pursuant to
the terms of this Agreement.





     4. Death or Disability of Participant. Upon the Participant’s termination of
employment with the Company and its Affiliates due to death or Disability, any Vested Shares and
non-Vested Shares which has not otherwise been canceled or forfeited as of the date of death or
Disability, together with any Shares issued as a result of the investment of cash dividends
attributable to the Restricted Stock, shall be distributed to the Participant or the Participant’s
estate, as the Committee deems appropriate, free and clear of any restrictions (but subject to any
applicable securities law restrictions or other restrictions imposed on Shares generally).



     5. Change in Control. Upon a Change in Control prior to the termination of this
Agreement, Restricted Stock which has not otherwise been canceled or forfeited as of the date of
the Change in Control [or insert alternative vesting schedule], together with any Shares issued as
a result of the investment of cash dividends attributable to the Restricted Stock, shall
immediately Vest and be free and clear of any restrictions (but subject to any applicable
securities law restrictions or other restrictions imposed on Shares generally), and the Company
shall cause the Transfer Agent to move the Shares, together with any Shares issued as a result of
the investment of cash dividends attributable to the Shares, to a non-restricted account, as set
forth in Section 3(d).



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     6. Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of
Shares. The provisions of this Agreement will be applicable to the Restricted Stock, Shares or
other securities, if any, which may be acquired by the Participant related to the Restricted Stock
as a result of a liquidation, recapitalization, reorganization, redesignation or reclassification,
split-up, reverse split, merger, consolidation, dividend, combination or exchange of Restricted
Stock or Shares, exchange for other securities, a sale of all or substantially all assets or the
like. The Committee may appropriately adjust the number and kind of Restricted Stock, Shares or
other securities described in this Agreement to reflect such a change.



     7. Nontransferability of Shares. Upon the acquisition of any Shares pursuant to
this Agreement, if the Shares have not been registered under the Securities Act of 1933, as amended
(the “Act”), they may not be sold, transferred or otherwise disposed of unless a registration
statement under the Act with respect to the Shares has become effective or unless the Participant
establishes to the satisfaction of the Company that an exemption from such registration is
available. The Participant will make or enter into such written representations, warranties and
agreements as the Committee may reasonably request in order to comply with applicable securities
laws or this Agreement.



     8. Legend. If certificates representing the Restricted Stock subject to the Award
are requested by the Participant, the certificates for Restricted Stock, and any Shares issued as a
result of the investment of cash dividends attributed to the Restricted Stock, shall contain the
following or a substantially similar legend:




“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE COMMON SHARES REPRESENTED BY IT ARE
SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING CONDITIONS OF FORFEITURE) CONTAINED
IN THE AGILYSYS, INC. 2006 STOCK INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND THE COMPANY. A COPY OF THIS PLAN AND AWARD
AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY.”



     9. Internal Revenue Code Section 409A. This Agreement, Award and the compensation
and benefits hereunder are intended to meet the requirements for exemption from coverage under Code
Section 409A for restricted property set forth in Treas. Reg. Section 1.409A-1(b)(6), as well as
any other such applicable exemption, and shall be construed and administered accordingly. If the
Company determines that any compensation or benefits awarded or payable under this Agreement may be
subject to taxation under Code Section 409A, the Company shall, after consultation with the
Participant, have the authority to adopt, prospectively or retroactively, such amendments to this
Agreement or to take any other actions it determines necessary or appropriate to exempt the
compensation and benefits payable under this Agreement from Code Section 409A or meet the
requirements of Code Section 409A. In no event, however, shall this Section or any other
provisions of the Plan or this Agreement be construed to require the Company to provide any
gross-up for the tax consequences of any provisions of, or awards or payments under, this Agreement
and the Company shall have no responsibility for tax consequences of any kind to the Participant
(or any other person or entity), whether or not such consequences are contemplated at the time of
entry into this Agreement, resulting from the terms or operation of this Agreement.



     10. No Right to Continued Employment. Neither the Plan nor this Agreement shall
be construed to grant the Participant any right to remain an employee with the Company or its
Affiliates, or to be employed in any particular position therewith. The Plan and this Agreement do
not constitute a contract of employment, and the Company and each Affiliate expressly reserves the
right, at any time, to terminate the Participant’s employment free from liability, or any claim,
under the Plan and this Agreement, except as may be specifically provided therein.



     11. Notices. All notices or other communications relating to the Plan and this
Agreement as it relates to the Participant shall be in writing, shall be deemed to have been made
if personally delivered in return for a receipt or, if mailed, by regular U.S. mail, postage
prepaid, by the Company to the Participant at the



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address of the Participant then on file with the Company. The Participant is responsible for
notifying the Company of a change in his address.




     12. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective beneficiaries, heirs, successors and assigns, except as
may be limited by the Plan.



     13. Governing Law. Except as may otherwise be provided in the Plan, this
Agreement will be governed by, construed and enforced in accordance with the internal laws of the
State of Ohio without giving effect to its conflict of laws principles.



     14. Tax Withholding. The Committee shall cause the Company to sell the fewest
number of Shares for the proceeds of such sale to equal (or exceed by not more than the actual sale
price of a single Share) the Participant’s or other recipient’s minimum withholding tax liability
resulting from any distribution. The Company will deliver the proceeds of the sale to the
appropriate taxing authorities in satisfaction of such tax liability.



     15. Amendment. The Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate this Agreement. However, no such
action may be inconsistent with the terms of the Plan or materially and adversely affect the rights
of the Participant without the Participant’s written consent. Notwithstanding the foregoing, the
Company may, after consulting with the Participant, unilaterally amend this Agreement to comply
with law, preserve favorable tax effects or avoid unfavorable tax effects for either of the
parties.



     16. Further Action. The Participant and the Company agree to execute such further
instruments and to take such action as may reasonably be necessary to carry out the intent of this
Agreement.



     17. Captions. The captions of specific provisions of this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit the scope of this
Agreement or the intent of any provision.



     18. Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which shall be deemed an original for all purposes, but all of which taken
together shall form one agreement.



     19. Entire Agreement. This Agreement, together with the Plan, constitutes the
entire agreement of the parties with respect to its subject matter.



     20. Successors and Legal Representatives. This Agreement will bind and inure to
the benefit of the Company and the Participant and their respective beneficiaries, heirs, legatees,
executors, administrators, estates, successors, assigns, legal representatives, guardians and
caretakers.



     21. Effect of Waiver. Any waiver of any term, condition or breach thereof will
not be a waiver of any other term or condition or of the same term or condition for the future, or
of any subsequent breach.



     22. Separability. In the event of the invalidity of any part or provision of this
Agreement, such invalidity will not affect the enforceability of any other part or provision of
this Agreement.



     23. Incapacity. If the Committee determines that the Participant is incompetent
by reason of physical or mental disability or a person incapable of handling his or her property,
the Committee may deal directly with or direct any delivery of Vested Shares to the guardian, legal
representative or person having the care and custody of the incompetent or incapable person. The
Committee may require proof of incompetence, incapacity or guardianship, as it may deem appropriate
before the delivery of Vested Shares. In the event of



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such a delivery of Vested Shares, the Committee will have no obligation thereafter to monitor
or follow the recipient to determine whether the Vested Shares are held or disposed of for the
benefit of the Participant. The delivery of Vested Shares pursuant to this Section shall
completely discharge the Company’s obligations under this Agreement.




     24. No Further Liability. The liability of the Company, its Affiliates and the
Committee under or in connection with this Agreement is limited to the obligations set forth herein
and no terms or provisions of this Agreement shall be construed to impose any liability on the
Company, its Affiliates, the Committee or their directors and employees in favor of any person or
entity with respect to any loss, cost, tax or expense which the person or entity may incur in
connection with or arising from any transaction related to this Agreement. No third party
beneficiaries are intended.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first written above.



	 	 	 	 	 
	 	“Company”

 	 
	 	
 	 
	 	 	 
	 	 	 
	 
	 	“Participant”

 	 
	 	
 	 
	 




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