EX-10.1






Exhibit 10.1




SEPARATION AGREEMENT




     THIS AGREEMENT (this “Agreement”), effective as of October 20, 2008 (the “Effective Date”), is
by and between AGILYSYS, INC., an Ohio corporation (the “Company”), and Arthur Rhein (the
“Executive”).



     WHEREAS, the Company and the Executive entered into that certain Employment Agreement,
effective as of December 23, 2005, as amended and restated as of January 1, 2006, and as amended
and extended as of January 28, 2008 (the “Employment Agreement”), in connection with the
Executive’s service with the Company; and



     WHEREAS, the Company and the Executive have mutually agreed to the Executive’s separation from
service with the Company, and hereby set forth the terms relating thereto.



     NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth in this
Agreement, the Company and the Executive hereby agree as follows:



     1. SEPARATION FROM SERVICE.




     (a) The Company and the Executive agree that the Executive separated from service with
the Company in all capacities effective on the Effective Date.




     (b) The Executive confirms that he has retired, effective as of the Effective Date,
from the position of Chairman of the Board of Directors of the Company, President and Chief
Executive Officer of the Company, and, in addition, as a member of the Board of Directors of
the Company (the “Board”), and from all other offices and positions with the Company and all
of its subsidiaries, affiliates, joint ventures, partnerships and other business enterprises
(collectively, “Affiliates”), as well as from any office or position with any trade group or
other industry organization which he holds on behalf of the Company.




2. RIGHTS, PAYMENTS AND BENEFITS. In connection with the Executive’s separation from
service with the Company under this Agreement, the Company shall pay and provide the
Executive with rights, payments, and benefits, subject to obligations, all as provided by
the Employment Agreement in the event of a Protected Termination (within the meaning of the
Employment Agreement), regardless of notice or circumstances of such termination.



     3. RELEASE BY THE EXECUTIVE.




     RELEASE. In consideration of the payments and benefits provided to the Executive under
this Agreement and the Employment Agreement, and in consideration of the Company’s waiver
and release set forth below, in connection with his separation from service and after having
the opportunity to consult with counsel, the Executive, and each of Executive’s respective
heirs, executors, administrators, representatives, agents, successors and assigns
(collectively, the



 









 






“Releasors”) hereby irrevocably and unconditionally release and ever discharge the Company
and any of its subsidiaries, Affiliates or predecessors (collectively, the “Company Group”)
and each of their respective officers, employees, directors, shareholders and agents from
any and all claims, actions, causes of action, rights, judgments, obligations, damages,
demands, accountings or liabilities of whatever kind or character (other than any of the
foregoing allegedly arising under the federal Age Discrimination Employment Act)
(collectively, “Claims”), including, without limitation, any Claims arising under Title VII
of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans with
Disabilities Act of 1990, the Civil Rights Act of 1991, the Employee Retirement Income
Security Act of 1974, the Family Medical Leave Act of 1993, or any other federal, state,
local or foreign law, that the Releasors may have arising out of the Executive’s employment
relationship with and service as an employee, officer or director of the Company Group, and
the termination of such relationship or service; provided, however, that the release set
forth in this Section 3(a) shall not apply to the obligations of the Company under this
Agreement or the Employment Agreement. The Releasors further agree that the payments and
benefits described in this Agreement shall be in full satisfaction of any and all Claims for
payments or benefits, whether express or implied, that the Releasors may have against the
Company Group arising out of the Executive’s employment relationship or the Executive’s
service as an employee, officer or director of the Company Group and the termination thereof
other than rights under any and all of the Company’s benefit plans and programs in
accordance with the terms of such plans or programs.




4. RELEASE BY THE COMPANY.




     RELEASE. In consideration of the Executive’s waiver and release of claims set forth
above and the other obligations of the Executive hereunder, the Company Group, and its and
their respective officers, directors, employees, shareholders and agents, hereby irrevocably
and unconditionally releases and forever discharges the Executive, his family, his estate,
his agents, attorneys, his heirs, executors, administrators, representatives, successors and
assigns from and against any and all Claims that they may have relating to or arising out
of, directly or indirectly, the Executive’s employment relationship with and service as a
director, employee or officer of the Company Group and the termination of such relationship
or service; provided, however, that this release shall not apply to any of the Executive’s
obligations under this Agreement or, subject to this Agreement, under the Employment
Agreement.




5. OHIO LAW. This Agreement and all matters or issues collateral thereto shall be governed
by the law of the State of Ohio, without giving effect to the conflicts or laws principles
thereof.




6. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement.




7. ENTIRE AGREEMENT, ETC. This Agreement supersedes any and all agreements, discussions,
negotiations or understandings and constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and can be amended only by a writing signed by
the parties hereto. No rule or presumption regarding the construction of this Agreement
against the drafter shall apply.



 









 





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



	 	 	 	 	 
	 	 	AGILYSYS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	   /s/ Keith M. Kolerus
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	   Chairman of the Board
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	/s/ Arthur Rhein
	 	 	 
	 	 	Arthur Rhein