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Exhibit 10.1 December 17, 2008 AMENDMENT TO
CHANGE OF CONTROL AGREEMENT AND NON-COMPETITION AGREEMENT
THIS AMENDMENT TO CHANGE OF CONTROL
AGREEMENT AND NON-COMPETITION AGREEMENT ("Amendment") by and
between Agilysys, Inc., formerly known as Pioneer-Standard
Electronics, Inc., an Ohio corporation (the "Company"), and Robert
J. Bailey (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 was terminated
by the Company without cause effective October 21, 2008, 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
WHEREAS, the Company and the Employee
desire that certain modifications be made to the Change of Control
Agreement and Non-Competition Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"), and 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: PART I — CHANGE OF CONTROL AMENDMENT
1. Part I of this Amendment
shall amend the terms of the Change of Control Agreement as set
forth herein. Capitalized terms not otherwise defined in this
Part I shall have the meanings ascribed to them in the Change
of Control Agreement.
2. Effective as of
October 21, 2008 (the date of the Employee’s "separation
from service" from the Company within the meaning of
Section 409A of 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 hereunder.
PART II — NON-COMPETITION AMENDMENT
1. Part II of this
Amendment shall amend the terms of the Non-Competition Agreement as
set forth herein. Capitalized terms not otherwise defined in this
Part II shall have the meanings ascribed to them in the
Non-Competition Agreement.
2. The Non-Competition Agreement
is hereby amended by providing that all references to "termination
of employment" or forms and derivations thereof shall refer to
events which constitute a "separation from service" as defined
under and for purposes of Section 409A of the Internal Revenue
Code of 1986, as amended. 3. The
Non-Competition Agreement is hereby amended by the addition of the
following paragraphs to the end of Section 3 entitled
"Duration": "For purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), the Severance
Payments are intended to constitute the right to a series of
separate payments. Any Severance Payments made during the first six
months following Employee’s termination of employment without
cause from
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