Exhibit 10.1
AMENDMENT NO. 1 TO CHANGE OF CONTROL
AGREEMENT
THIS AMENDMENT NO.
1 TO CHANGE OF CONTROL AGREEMENT (“Amendment”) by and
between Pioneer-Standard Electronics, Inc., now known as Agilysys,
Inc., an Ohio corporation (the “Company”), and Martin
F. Ellis (“Employee”), is dated as of the 28 day
of April, 2005.
WHEREAS, the
Company and the Employee are parties to a Change of Control
Agreement dated as of June 30, 2003 (the “Change of
Control Agreement”); and
WHEREAS, the
Company and the Employee desire that certain modifications be made
to the Change of Control Agreement;
WHEREAS, Section
8(c) of the Change of Control Agreement permits the parties thereto
to amend such agreement, respectively, in a writing signed by each
party.
NOW, THEREFORE, in
consideration of the parties’ mutual desire to modify the
Change of Control Agreement, the parties agree as follows effective
as of the date of execution of this Agreement:
1. This
Amendment shall amend the terms of the Change of Control Agreement
as set forth herein. Capitalized terms not otherwise defined shall
have the meanings ascribed to them in the Change of Control
Agreement.
2. Section 3.1
of the Agreement shall deleted, and the following shall be inserted
therefore:
3.1 Without
Cause or for Good Reason . If, at any time prior to the date
that is twelve (12) months subsequent to the Effective Date,
the Employee’s employment with the Company shall be
terminated either (i) by the Company without Cause, or
(ii) by the Employee for Good Reason, as provided in
Section 3.4, below:
(a)
the Company shall pay to the Employee within thirty (30) days
of the date of termination a lump sum amount equal to twenty-four
(24) times the greater of the Employee’s
(i) highest monthl
