EX-10.1






Exhibit 10.1

March 9, 2009




SEPARATION AGREEMENT

AMENDMENT TO

CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION AGREEMENT




     THIS SEPARATION AGREEMENT AMENDMENT TO CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION
AGREEMENT (the “Amendment”) by and between Agilysys, Inc., formerly known as Pioneer-Standard
Electronics, Inc., an Ohio corporation (the “Company”), and Richard A. Sayers II (the “Employee”),
is effective as of the execution date below.



     WHEREAS, the Company and the Employee are parties to a Change of Control Agreement dated as of
February 25, 2000, as subsequently amended (the “Change of Control Agreement”); and



     WHEREAS, the Company and the Employee are parties to a Non-Competition Agreement dated as of
February 25, 2000, as subsequently amended (the “Non-Competition Agreement”); and



     WHEREAS, the Employee will be terminated by the Company without cause effective March 15,
2009, and, as a result of such termination, the Employee is entitled to severance payments under
Section 3 of the Non-Competition Agreement (the “Severance Payments”) and certain “benefit
coverage” under Section 3 of the Non-Competition Agreement (the “Severance Benefits”); and



     WHEREAS, the Company and the Employee desire to confirm further the terms of the Employee’s
Severance Payments; and



     WHEREAS, Section 8(c) of the Change of Control Agreement and the Non-Competition Agreement
permit the parties thereto to amend such agreements in a writing signed by each party.



     NOW, THEREFORE, in consideration of the parties’ mutual desire to modify the Change of Control
Agreement and the Non-Competition Agreement, the parties agree as follows effective as of the date
of execution of this Amendment:



     1. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed
to them in the Change of Control Agreement or Non-Competition Agreement, as applicable.



     2. Effective as of March 15, 2009 (the date of the Employee’s “separation from service” from
the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”)), the Change of Control Agreement is hereby terminated in its entirety and shall no
longer be of any force and effect, and the Employee shall not be entitled to any benefit or amount
thereunder.



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     3. In accordance with Section 3 of the Non-Competition Agreement, the Severance Payments owed
from March 15, 2009 through March 15, 2010 will be paid in accordance with the normal payroll
practices of the Company and are reflected on Attachment A.



     4. In accordance with Section 3 of the Non-Competition Agreement, as of March 15, 2009 and
through March 14, 2011 (unless a different end date is specified on Attachment B), Employee is
entitled to the Severance Benefits provided on Attachment B.



     5. In addition to the Severance Payments, Severance Benefits, the Committee has determined
that the exercise periods of certain Options will be extended; provided, however,
that each of the Options’ exercise periods will not be extended beyond a date later than the
earlier of (a) the latest date upon which each of the Options could have expired by their original
terms under any circumstances or (b) the 10th anniversary of the original grant date of the each of
the Options. Attachment C attached hereto lists the Options that are vested as of March 31, 2009
and the end of each exercise period pursuant to this Section 5.



     6. By and through this Amendment, the applicable award agreements of the Options are
simultaneously amended to accomplish the intent and purpose of Section 5 of this Amendment. This
Amendment is hereby incorporated into, and made a part of, the relevant award agreements.



     7. The Non-Competition Agreement is hereby amended by the deletion of Section 5 entitled
“NONCOMPETITION” in its entirety and the substitution of the following new Section 5:




“5. NONCOMPETITION. Employee agrees that, in exchange for adequate consideration
the sufficiency of which Employee does hereby agree to and acknowledge, including,
but not limited to, the vesting of certain grants of restricted stock [and
nonqualified stock options], as well as the extension of the exercise period of
certain nonqualified stock option grants, as specified in Employee’s Separation
Agreement with the Company, as a result of Employee’s termination of employment
without cause from the Company, Employee will not, without the prior written consent
of the Company, be employed by, own, manage, operate or control, or participate,
directly or indirectly, in the ownership, management, operation, or control of, or
be connected with (whether as a director, officer, employee, partner, consultant, or
otherwise), any business which competes with the business of the Company, including
but not limited to the sale of information technology products, software and
services, enterprise computer systems, and related consulting, integration,
maintenance and professional services for the duration of the Noncompetition Period.
For purposes of this Agreement, “Noncompetition Period” shall refer to the full
period of time commencing on the effective date of Employee’s termination of
employment with the Company, which is March 15, 2009, and ending on through March
14, 2011.”



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     IN WITNESS WHEREOF, the parties have executed this Separation Agreement Amendment to Change of
Control Agreement and Non-Competition Agreement as of the date below written.



	 	 	 
	EMPLOYEE

	 	COMPANY
	 
	 	 
	/s/ Richard A. Sayers II

	 	By: /s/ Martin F. Ellis
	 

	 	 
	 
	 	 
	Richard A. Sayers II

	 	Its: President and Chief Executive Officer
	 

	 	 
	 
	 	 
	Dated: March 11, 2009

	 	Dated: March 11, 2009
	 

	 	 








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