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 Peter J. Coleman (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 paragraph to the end of Section 3 entitled
“Duration”:
“For purposes of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “CodeR
