Employee Name:
Kathleen Weigand
Position: General Counsel & SVP HR
Address: 1463 Reserve Drive
Bath, Ohio 44333
Effective date:
March 4, 2009
You are a
valuable Agilysys employee, and we expect you to make a significant
contribution to Agilysys’ success. As a result, Agilysys,
Inc. (“Agilysys”) wishes to employ you during the
following years under the terms of this agreement.
1. Employment
Period. You will be employed by Agilysys for the period beginning
with the Effective Date set forth above and ending with the
Termination Date as defined in Paragraph 5, below (the
“Employment Period”).
2. Position.
You shall initially be employed in the position set forth above,
with the duties and responsibilities customarily associated with
that position. From time to time, Agilysys may determine that it is
in Agilysys’ best interest to add to, subtract from, or
otherwise change your duties and responsibilities, or change or
eliminate your title.
3. Best
Efforts. You shall devote all of your business time and attention
to your duties as an employee of Agilysys. You shall use your best
efforts, energies, and skills to advance the business of Agilysys,
to further and improve its relations with suppliers, customers and
others, and to keep available to Agilysys the services of its
employees. You shall perform your duties in compliance with all
laws and Agilysys’ published policies, including ethical
standards set forth in the Code of Business Conduct.
4.
Compensation. Your compensation will be pursuant to Agilysys’
standard programs in effect from time to time. Agilysys reserves
the right, however, in its sole discretion, to impose salary
reduction, and/or other cost reduction programs, which may reduce
your targeted cash compensation (provided that any such program is
not discriminatory and treats you the same as other Agilysys
employees holding similar positions). You shall be eligible to
participate in any and all employee benefit plans made available
from time to time to Agilysys employees generally.
5. Termination.
Your employment may be terminated for Cause by Agilysys,
voluntarily by you, or without Cause by Agilysys. The last date of
your employment as a result of termination for any of these reasons
is the “Termination Date”.
A. Termination
for Cause and Voluntary Termination. If your employment terminates
for any of the following reasons: (a) your death, disability,
or legal incompetence; (b) the issuance by Agilysys of a
notice terminating your employment “for Cause” (which,
for these purposes, means: (i) breach of any term of this
agreement or any other duty to Agilysys; (ii) dishonesty,
fraud, or failure to abide by the published ethical standards,
conflict of interest, or other policies of Agilysys;
(iii) your conviction for any felony crime, or for any other
crime involving misappropriation of money or other property of
Agilysys; (iv) misconduct, malfeasance or insubordination; or
(v) gross failure to perform under this agreement (not
including simply a failure to attain quantitative targets); or
(c) you voluntarily resign your employment, then your salary
will end on the Termination Date.
B. Termination
Without Cause. If your employment is terminated by Agilysys for any
reason other than those identified in Paragraph 5.A., above,
then you will be paid a severance (“Severance
Payments”)
equal to one
(1) year regular base and target incentive salary (if
applicable), which will be at the rate applicable to you at the
time your employment terminates and will be paid during regular pay
intervals during the one (1) year period (“Severance
Period”). In case of termination without Cause, you will be
eligible to continue to participate in applicable medical and
dental coverage program(s) available to Agilysys employees for the
duration of the Severance Period. You will not otherwise be
eligible for severance under any Agilysys severance
plan.
C. Change of
Position. If Agilysys changes your position such that your
responsibilities or compensation are substantially lessened, or if
you are required to relocate to a facility more than 50 miles away
from your current location (referred to collectively as a
“Change of Position”), then you may, within
30 days of such Change of Position, give Agilysys written
notice that you are terminating your employment for this reason.
Such termination for Change of Position will be deemed a
termination by Agilysys without Cause for purposes of this
Agreement and you shall be entitled to the Severance Payments
described in Paragraph 5.B., above.
D. Termination
Following Change in Control. In the event of a Change of Control
(as defined by Section 409A of the Internal Revenue Code of
1986, as amended) of the Agilysys, you will be paid a retention
incentive in the amount of $200,000 at the successful completion of
the retention period, which shall run from the legal date of a
Change of Control until the earlier of (a) a period that is
twelve (12) months from the date of the Change of Control or
(b) your employment is terminated by the Company. The
retention incentive will be paid to you within 30 days of the
end of the retention period.
6. Confidential
Information. During the course of your employment, you have
learned,
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