exv10wqq






Exhibit 10 (qq)




FORM OF 

RESTRICTED STOCK AWARD AGREEMENT



AGILYSYS, INC.

2006 STOCK INCENTIVE PLAN




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




          WHEREAS, the Compensation Committee granted Restricted Stock to certain non-employee Directors
of the Company, including the Participant, on [date], subject to the terms and conditions of this
Agreement.




          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 [number of shares
( # )] 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 on
[vesting date], except as otherwise provided in Sections 3(e), 4 and 5,
provided that the Participant remains a Director of the Company as of [vesting
date].

	 
	 	(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 service as a Director of the
Company terminated for any reason other than death or Disability, upon the
Participant’s termination of service, Restricted Stock which has not otherwise
been canceled or forfeited as of the date of termination, together with any
Shares issued as a result of the investment of cash dividends attributable to
the Restricted Stock, shall immediately Vest on a pro-rata basis, and the
Vested Shares shall be free and clear of any restrictions (but subject to any
applicable securities law restrictions or other restrictions imposed on Shares
generally). The pro-rata basis shall be determined by multiplying the number
of shares of Restricted Stock subject to the Award times the number of full
months the Participant has served as a Director since his most recent election
to the Board divided by 12 months. The Company shall cause the Transfer Agent
to move the Vested Shares, together with any Vested Shares issued as a result
of the investment of cash dividends attributable to the Vested Shares, to a
non-restricted account, as set forth in Section





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	 	 	 	3(d), and the un-Vested portion of 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 service
as a Director of the Company due to death or Disability, Restricted Stock 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, 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).



     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.



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



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     11. 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.



     12. 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.



     13. 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.



     14. 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.



     15. 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.



     16. 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.



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



     18. 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.



     19. 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.



     20. 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.



     21. Incapacity. If the Committee determines that the Participant is incompetent by
reason of physical or mental disability or a person incapable of handling



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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
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.




     22. 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
written below.



	 	 	 	 	 	 	 

	 

	 	 	 	 	 	“Company”
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	“Participant”
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 






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