Exhibit 10(c)
 RESTRICTED STOCK AWARD AGREEMENT
 AGILYSYS, INC.
2006 STOCK INCENTIVE PLAN
       The Plan
 Award
 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.




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(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:
  (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.
 Death or Disability of Participant
 Change in Control
 2




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Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of
Shares
 Nontransferability of Shares
 Legend
  Internal Revenue Code Section 409A
 No Right to Continued Employment
 Notices
 3




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Binding Effect
 Governing Law
 Tax Withholding
 Amendment
 Further Action
 Captions
 Counterparts
 Entire Agreement
 Successors and Legal Representatives
 Effect of Waiver
 Separability
 Incapacity
 4




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No Further Liability
  CompanyParticipant 5