exv10wb






Exhibit 10(b)



September 15, 2010



Dear Ken:




     The purpose of this letter agreement is to detail the terms and conditions of your
separation from Agilysys, Inc. As of the close of business on November 10, 2010 (the “Separation
Date”), your employment with Agilysys will terminate. You will cease serving as Senior Vice
President and Chief Financial Officer of the Company effective October 18, 2010, but will remain
Chief Accounting Officer and an executive officer of the Company from October 18, 2010 through the
Separation Date. On the Separation Date, you will resign from all positions with the Company and
its subsidiaries.




	1)	 	Severance and Benefits. In consideration of your employment through the
Separation Date, provided that you satisfy each of the obligations set forth in paragraph 2
below, execute the release attached to this Agreement as Exhibit A after your Separation Date,
and do not revoke your release of claims under the Age Discrimination in Employment Act, you
will receive the following payments and benefits:






	 	a)	 	Salary and Benefits. Through your Separation Date, you will
continue to receive a salary at your current rate and pay intervals, and you will be
eligible to participate in all employee benefits programs currently available to you.






	 	b)	 	Severance. You will be entitled to the severance benefits set
forth in your Employment Agreement, dated April 1, 2007 and incorporated by reference
herewith, payable in connection with a termination without Cause, as defined in the
Employment Agreement. You expressly waive and relinquish any rights you may have to
any severance benefits under any other program, agreement, or policy.






	 	c)	 	Annual Incentives. As you will not be employed on the last day of
the 2011 fiscal year, you will not be eligible for a FY11 annual incentive.






	 	d)	 	Vacation Pay. You will continue to accrue vacation days through
the Separation Date and will be paid for all accrued and unused vacation days as of
your Separation Date.






	 	e)	 	Equity Awards. All vested and unvested equity awards as of the
Separation Date shall be governed by the Stock Incentive Plans pursuant to which they
were granted and the Grant Agreements you were awarded (all such Grant Agreements are
incorporated by reference herewith). Equity-based award benefits will be treated in
accordance with a termination without Cause, as defined in the relevant Grant
Agreements and plan documents.




 









 






Mr. Kenneth J. Kossin

September 15, 2010

Page 2





	 	f)	 	Bonus. You will be paid an additional bonus of $25,000, as outlined in the
accompanying Release attached as Exhibit A.






	 	g)	 	Outplacement. As further consideration for the execution of this
Agreement, Agilysys will pay outplacement fees and expenses for outplacement services
charged by Ratliff & Taylor for a period of nine months from your Separation Date, such
fees and expenses to be limited to $25,000.






	2)	 	Severance Conditions. Receipt of the severance and other benefits outlined in Section 1
of the Agreement shall be conditioned upon your:






	 	a)	 	Performing all of the following tasks in accordance with acceptable
performance standards through the Separation Date:






	 	i)	 	fully performing your current duties;






	 	ii)	 	providing reasonable assistance to the Company in connection
with a smooth and orderly transition of your responsibilities






	 	iii)	 	performing such other duties reasonably requested of you by
the Chief Executive Officer;






	 	b)	 	overseeing the preparation of and filing with the Securities and Exchange
Commission the FY11 second quarter Form 10-Q of the Company and taking customary
actions and executing customary representation letters, certifications and other
documents in connection therewith;






	 	c)	 	overseeing and delivering customary reports with respect to the Company’s
FY11 second quarter financial results to the Board of Directors of the Company and the
Audit Committee and assisting in the preparation of the second quarter press release;






	 	d)	 	being reasonably available during normal business hours to work on matters
as assigned by the Chief Executive Officer of the Company; and






	 	e)	 	Executing, after the Separation Date, the Release attached as Exhibit A,
and not revoking your release of claims under the Age Discrimination in Employment Act
in accordance with the terms therewith.




 









 






Mr. Kenneth J. Kossin

September 15, 2010

Page 3





	3)	 	Voluntary Resignation, Death, Disability, or Permitted Revocation. Notwithstanding anything
in this Agreement to the contrary, if you voluntary resign, die or become disabled prior to
the Separation Date, or if you do not sign this Agreement for any reason, you will forfeit
all severance payments and other benefits outlined in this Agreement and your separation
will instead be governed by the terms of your Employment Agreement.
	 
	4)	 	Severability. If any part of this Agreement is found to be unlawful or unenforceable to
any extent, every other part of this Agreement shall remain fully valid and enforceable to the
maximum extent permitted by law.
	 
	5)	 	Cooperation. If any federal, state, or local administrative agency is required to
approve any part of this Agreement, including the attached Release, before it can be
effective, I agree to cooperate and perform any act necessary or requested to bring about that
approval.
	 
	6)	 	Miscellaneous.






	 	a)	 	Executive Officer Status. After the Separation Date, as a former
executive officer of Agilysys you will continue to be subject to Section 16 of the
Securities Exchange Act of 1934. Please call Kathleen Weigand if you have any
questions regarding Section 16.






	 	b)	 	Benefits. Notwithstanding any other provision of this Agreement,
the continued availability of any employment benefits is subject to the continued
existence of the applicable Agilysys benefits plans, the terms of all applicable
Agilysys benefits plans, as such terms and conditions are in effect from time to time
in the future, and changes in governing laws and regulations applicable to the benefit
plans. Nothing in this Agreement is meant to in any way restrict the ability of
Agilysys to amend or eliminate any of such plans, according to the terms thereof.






	 	c)	 	Taxes. Any payments made by Agilysys hereunder are subject to
applicable federal, state and local tax withholding. It is expressly understood that
the Company makes no representations or warranties regarding the tax implications of
the compensation and benefits paid under this Agreement, including without limitation,
under Section 409A of the Internal Revenue Code of 1986, as amended and applicable
administrative guidance and regulations.






	 	d)	 	Attorney. You understand and acknowledge that you have the right
to consult an attorney regarding the terms of this Agreement prior to your signing this
letter, that you have been given ample time to do so and that whether or not you have
done so is totally your choice.




 









 






Mr. Kenneth J. Kossin

September 15, 2010

Page 4





	 	e)	 	Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of you and your legal representatives, heirs, and beneficiaries and
Agilysys and its successors and assigns.






	 	f)	 	Headings. The headings in this Agreement exist only for the sake
of convenience. The headings do not constitute part of this Agreement.






	 	g)	 	Governing Law. The terms of this Agreement will be governed by the
laws of the State of Ohio.






	7)	 	Entire Agreement. There are no other agreements, contracts, or promises between other
than those set forth in this Agreement and the documents it incorporates by reference (namely,
your Employment Agreement and Grant Agreements). This Agreement supersedes all other earlier
agreements, contracts, understandings, and promises made between us, whether express or
implied. Notwithstanding the foregoing, any prior agreements that may exist between you and
Agilysys concerning your obligation to refrain from competition against Agilysys, and to
preserve Agilysys’ confidential business information and trade secrets, shall remain in force
according to the terms thereof. In making my decision to sign this Agreement, I am not
relying on any promise that Agilysys or its employees or agents have made to me, other than
the promises that are actually set forth in writing in the text of this document.




Sincerely,




Martin F. Ellis

President and Chief Executive Officer

Agilysys, Inc.




	 	 	 	 	 
	AGREED AND ACCEPTED:

 	 
	
 	 
	Kenneth J. Kossin, Jr. 	 
	 


Date:_______________________________





 









 





Exhibit A




RELEASE




     1. Right to Review Release and Consult a Lawyer. I have the right to review this
Release and to consult a lawyer of my own choice before signing it. I acknowledge that Agilysys
first gave me this Release to review on September 15, 2010. I understand that I have at least
twenty-one (21) days to consider this Release before signing. I can sign sooner if I want, but I
cannot sign any sooner than the day after my last day of employment with Agilysys. I agree that if
I sign sooner than 21 days after receiving this Release, I am agreeing to give up my right to think
about this Release for a full twenty-one (21) days.



     2. Agilysys’ Payment to Me. In consideration for my signing of this Release, and
provided that I have done all that is required of me in my letter Agreement with Agilysys dated
September 15, 2010, Agilysys agrees to pay me a lump sum bonus payment of $25,000 twenty-one (21)
calendar days after I sign this Release and return it to Agilysys. I agree that the taxes on this
payment are solely my responsibility, and that Agilysys will report this payment to all applicable
taxing authorities. I acknowledge that I am not presently entitled to any of this money, and that
Agilysys is only offering to pay me this money in exchange for my Release.



     3. General Release of Claims I release Agilysys from all claims, causes of action,
and liabilities of any kind, known or unknown, regardless of their kind, arising from the dawn of
time to the date that I have signed this Agreement.



     I understand that this release includes, but is not limited to, the following subject matters:
any claimed liability for wages, commissions, bonuses, employment benefits, attorneys’ fees or
damages of any kind whatsoever; any claim arising out of any contract, express or implied; any
claim arising from an alleged breach of the covenant of good faith and fair dealing, express or
implied; any claim of wrongful discharge or violation of public policy; and any claim arising under
any federal, state, or local statute or ordinance, including but not limited to: the National Labor
Relations Act, as amended (29 U.S.C. § 141 et seq. and 29 U.S.C. §151 et seq.); Title VII of the
Civil Rights Act of 1964, and the Civil Rights Act of 1991 (42 U.S.C. § 2000e et seq.); Sections
1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security
Act of 1974, as amended (29 U.S.C. § 1001 et seq.); the Immigration Reform and Control Act of 1986
(8 U.S.C. § 1101 et seq.); the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.);
the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit
Protection Act (29 U.S.C. § 621 et seq.); the Family and Medical Leave Act (29 U.S.C. § 2601 et
seq.); the Worker Adjustment and Retraining Notification Act of 1988 (29 U.S.C. § 2101 et seq.);
the Sarbanes-Oxley Act (18 U.S.C. § 1514A et seq.); and any statutory claim for discrimination,
workplace harassment, or retaliation. However, this release does not include any claim, cause of
action, or liability arising out of acts or occurrences that take place entirely after the date
that I have signed this Release.



 









 





Mr. Kenneth J. Kossin

September 15, 2010

Page 6




     Not only do I release Agilysys in this way, but I also release all of Agilysys’ past, present
and future parents, affiliates, subsidiaries, holding companies, insurers, and all of their
officers, directors, stockholders, managers, attorneys, agents, representatives, successors and
assigns, and their employee benefit plans and programs and their administrators and fiduciaries
(“the Released Parties”).



     I already received all of the wages, payments, vacation, wage statements, leaves of absence,
meal and rest breaks, and other rights and benefits to which I am entitled under federal, state,
and local law, including the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; the Family and
Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Uniformed Services Employment and Reemployment
Act, 38 U.S.C. § 4301 et seq.; and all local laws of similar effect. I have also already been
fully paid in accordance with those laws for all of the hours that I have worked for Agilysys.
Neither Agilysys nor any of the other Released Parties owe me anything for any unpaid wages,
overtime, or accrued and unused vacation time.



     I have not filed any complaints, charges, lawsuits, or arbitration demands against Agilysys or
any of the other Released Parties in any court, agency, or other forum. I agree not to initiate,
solicit, assist, cooperate in, participate in or encourage any such actions in the future, unless I
am specifically subpoenaed to appear in such a proceeding. I understand that this Release does not
prevent me from filing a charge with or participating in proceedings before a federal, state or
local administrative agency, but except where prohibited by law, I give my right to recover damages
or other any other type of relief in such a proceeding that is brought on my behalf.



     I understand that the release I am giving includes claims that I do not have knowledge of at
this time. I also understand that by signing this Release, I am giving up my right to sue or
pursue any claim or lawsuit against Agilysys or any of the other Released Parties for anything that
occurred prior to the date that I have signed this Agreement.



     4. I Have Not Sold or Assigned Any Claims. I am the sole legal and equitable
owner of all of the rights, claims, and causes of action that I am releasing. I have not assigned,
sold, transferred, encumbered any of these rights, claims, and causes of action to anyone else. I
understand that Agilysys is relying on my representations in making its own decision to offer me
continued employment through the Separation Date and the other benefits set forth in the attached
Agreement.



     5. No Admission of Wrongdoing. I understand that neither Agilysys nor I are
admitting any wrongdoing by signing our Agreement, and that nobody should interpret it as an
admission by either Agilysys or myself that either of us did anything wrong or illegal.



 









 





Mr. Kenneth J. Kossin

September 15, 2010

Page 7




     6. I Was Not Recently Injured. I have not suffered any injury during the past thirty
(30) days. Agilysys did not ask me to sign this release within thirty (30) days of any injury I
had suffered. Agilysys also did not discuss with me the possibility of entering into any kind of
settlement, providing Agilysys with a release of claims, or providing Agilysys with any kind of
statement, within thirty (30) days of any injury I had suffered.



     7. Revoking My Release under the Age Discrimination in Employment Act. I have the
right to revoke my release of claims under the federal Age Discrimination in Employment Act of 1967
(the “ADEA”), as amended by the Older Workers Benefit Protection Act (29 U.S.C. § 621 et seq.).
But I understand that if I want to exercise this right, I must do so no later than seven (7)
calendar days after I have signed this release, and must prepare a written document that says, in
effect, “I revoke my release of claims under the ADEA,” and I must deliver this document by hand or
by U.S. mail to Agilysys. I understand that my revocation will not be effective unless it is
actually delivered or postmarked no later than seven (7) calendar days after the date I have signed
this release. I also understand that if I revoke my release of claims under the ADEA, then I will
not receive the severance payment or any of the other benefits described in the accompanying
Agreement. I agree that, if I revoke my release of claims under the ADEA as provided by this
paragraph, then I will not receive the payment described in paragraph 2, but instead I will only
receive $50.



     I also understand that, once I sign this release, I do not have the right to revoke any other
portion of my release of claims, other than my release given under the ADEA.



     IF I HAVE SIGNED BELOW, IT IS ONLY BECAUSE I HAVE READ AND UNDERSTOOD EVERY WORD OF THIS
RELEASE, AND BECAUSE I HAVE ALREADY CONSULTED A LAWYER IF I WANTED TO. I AM ENTERING INTO THIS
RELEASE VOLUNTARILY AND WITHOUT ANY COERCION FROM ANYONE.


AGREED AND ACCEPTED:




	 	 	 	 	 

	           
                        
                           

	 	 
	 	Witness:                                         
	Kenneth J. Kossin, Jr.
	 	 	 	 






	 	 	 	 	 

	Date: