Exhibit 10(b)
    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.




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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.




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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.




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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.
  
 AGREED AND ACCEPTED:Kenneth J. Kossin, Jr.




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Exhibit A
 RELEASE
 Right to Review Release and Consult a Lawyer
 Agilysys Payment to Me
 General Release of Claims




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I Have Not Sold or Assigned Any Claims
 No Admission of Wrongdoing




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I Was Not Recently Injured
 Revoking My Release under the Age Discrimination in Employment Act I revoke my release of claims under the ADEA
    Witness:Kenneth J. Kossin, Jr.
 Date: