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
b
