8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2023

AGILYSYS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-5734	34-0907152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1000 Windward Concourse Suite 250
Alpharetta, Georgia		30005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 770 810-7800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	AGYS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2023, Agilysys, Inc. (the “Company”) entered into a new employment agreement (the “Employment Agreement”) with Ramesh Srinivasan, the Company’s Chief Executive Officer and President. In accordance with the Employment Agreement, Mr. Srinivasan will continue to serve as the Chief Executive Officer and President for a three-year initial term. The term of employment will automatically extend for successive periods of one year unless either the Company or Mr. Srinivasan provides written notice of non-renewal at least 90 days before the end of the then-current employment term.

Mr. Srinivasan will continue to receive a base salary of $600,000 per year, subject to annual review and adjustment (which salary may be increased but not decreased) by the Company’s Board of Directors (the “Board”), and will be eligible to receive a bonus at an annual target amount equal to his base salary with a maximum bonus of up to 150% of his base salary per year, which bonus will be payable in shares of common stock that will vest based upon attainment of annual performance goals as determined by the Board.

Also, pursuant to the Employment Agreement on March 10, 2023, Mr. Srinivasan received a grant of 67,856 restricted stock units (“RSUs”), which was equal to $5,400,000 divided by the closing price of the Company’s common stock on March 10, 2023, the date of grant. Of those, 33,928 RSUs, or 50% of the total grant, will vest in equal annual amounts over the next three years, subject to Mr. Srinivasan’s continued employment with the Company on the vesting date. Of the remaining 33,928 RSUs, 21,035 RSUs (the “First Tranche”) will vest if both the closing price of the Company’s stock has been equal to or higher than $100 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date. 12,893 of the remaining RSUs (the “Second Tranche”) will vest if both the closing price of the Company’s stock has been equal to or higher than $115 per share for 20 consecutive trading days following the grant date and Mr. Srinivasan continues to be employed with the Company through the third anniversary of the grant date. Upon vesting, the Company will issue and deliver to Mr. Srinivasan the number of shares of the Company’s common stock equal to the number of vested RSUs. The annual bonus performance shares and the RSUs are subject to the terms and conditions of the Company’s 2020 Stock Incentive Plan, and the RSUs are subject to the terms and conditions of a restricted stock unit award agreement.

In addition, pursuant to the Employment Agreement, Mr. Srinivasan will be entitled to receive the Company’s current customary employee benefits.

If the Employment Agreement is terminated by the Company without Cause or by Mr. Srinivasan for Good Reason (in each case as defined in the Employment Agreement), or if notice of non-renewal is given within the last 12 months of the initial three-year employment term, then subject to his execution of a release of claims, Mr. Srinivasan will be entitled to receive severance equal to two years’ then-current base salary and two times the value of his target annual bonus performance shares, which will be paid during regular pay intervals over the course of two years. In addition, he will also receive (a) a lump sum payment in cash, on the 60th day after the termination date, equal to the total after-tax premiums required to pay for 24 months of COBRA continuation coverage under the Company’s medical, dental and vision insurance plans; (b) a lump sum payment in cash of his pro-rated bonus for the year of termination based on actual performance with no negative discretion by the Board; and (c) twelve (12) months of accelerated vesting of all equity compensation awards that are subject only to time or service-based vesting and were unvested and outstanding on the termination date. If such termination occurs within three months before or 24 months after a Change in Control, Mr. Srinivasan will receive two times the sum of his then-current base salary and target annual bonus, two times the COBRA payment and 100% release of any post-closing restrictions related to equity awards that were deemed vested as a result of the Change of Control. In addition, upon any termination of employment, Mr. Srinivasan will receive accrued but unpaid base salary and unreimbursed expenses.

During the term of his employment and for 24 months thereafter, Mr. Srinivasan will be subject to the Company’s standard confidentiality and non-disclosure requirements, as well as non-competition and non-solicitation obligations.

The description of the Employment Agreement and restricted stock unit award agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement and the form of restricted stock unit award agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following item is furnished as an exhibit to this current report on Form 8-K:

Exhibit Number	Description
10.1	Employment Agreement dated March 10, 2023, by and between Agilysys, Inc. and Ramesh Srinivasan.
10.2	Form of Restricted Stock Unit Award Agreement for Ramesh Srinivasan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AGILYSYS, INC.
Date:	March 14, 2023	By:	/s/ Kyle C. Badger
			Kyle C. Badger Senior Vice President, General Counsel and Secretary

EX-10

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made between Agilysys, Inc. (“Agilysys” or the “Company”) and Ramesh Srinivasan (“you”), and is effective March 10, 2023 (the “Effective Date”). Except with respect to any documents related to previously granted equity awards, this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the employment agreement between you and the Company dated February 10, 2020 (the “Prior Employment Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.

1. Employment Period. Subject to termination pursuant to Section 6 hereof, the term of this Agreement shall commence effective on the Effective Date and continue for the period of three years (the “Initial Employment Period”). The Initial Employment Period will automatically extend for successive periods of one year (each a “Renewal Period” and each such Renewal Period together with the Initial Employment Period shall be referenced collectively as the “Employment Period”) at the end of the Initial Employment Period and any Renewal Period unless either the Company or you notifies the other in writing (a “Non-Renewal Notice”) of a decision not to renew the Initial Employment Period or the Renewal Period, as applicable, at least 90 days prior to the end of the Initial Employment Period or the Renewal Period, as applicable. Twelve months prior to the end of the Initial Employment Period the Company may give you written notice electing not to employ you at the end of the Initial Employment Period. In that case, if you are still employed at the end of the Initial Employment Period (i.e. there has not been a termination of employment as otherwise provided below) you will be bound to the restrictive covenant of Section 8.C for a period 12 months, without the Severance Payment. If however, notice of non-renewal is given within such 12 months, or upon the natural termination, you shall be paid the Severance Payment as if this were a Section 6.B termination Without Cause.

2. Position. You shall be employed in the position of Chief Executive Officer and President, with the duties and responsibilities customarily associated with that position.

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 commercially reasonable 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. You may engage in outside board activities to the extent approved by the board of directors of Agilysys (the “Board”), or as provided in Section 8.C (1) and (2).

4. Board Membership. You were elected as a member of the Board upon the commencement of your employment, to serve under the same terms as the other directors of the Company, with no additional compensation. While you remain Chief Executive Officer of Agilysys, you will be nominated each year as a candidate for re-election as a member of the Board, to serve under the

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same terms as the other directors of the Company, with no additional compensation. You will resign from the Board upon termination of employment.

5. Compensation. Your compensation will be pursuant to Agilysys’ standard programs in effect from time to time. You shall be eligible to participate in any and all employee benefit plans or programs of the Company generally available to any of its senior level executive employees, on terms no less favorable than provided to any such senior level executive employee of the Company.

A.Base Salary. You will be paid a Base Salary at an annual rate of Six Hundred Thousand Dollars ($600,000), payable in semi-monthly installments in accordance with the Company’s regular payroll practice and subject to applicable employment and income tax withholding. Your Base Salary will be subject to annual review and adjustment and may be increased but not decreased.

B.Target Bonus. You will be entitled to participate in the Company’s executive bonus program at an annual target bonus of 100% of Base Salary and a maximum bonus of 150% of Base Salary, with the actual amount to be determined in the discretion of Compensation Committee based on Company and individual performance. This bonus will be payable in shares of the Company’s common stock, which may be in the form of fully vested shares granted upon attainment of annual performance goals or performance shares that will vest upon attainment of annual performance goals, in each case as determined by the Board (after considering in good faith input from you), and otherwise in accordance with Agilysys’ stock incentive plans. For any fiscal year, the applicable performance goals will be set and any performance shares will be granted as soon as administratively practicable but in no event later than the 90th day of that fiscal year. (For example, for fiscal year 2024 that begins in April 2023, the goals must be set and any performance shares granted, no later than June 30, 2023.) Any performance shares that are earned will vest and be settled on the earlier of the first anniversary of the grant date or the date specified in the applicable stock award agreement after the Compensation Committee’s determination of the level of achievement of the performance goals, otherwise any shares that are earned will be granted, fully vested, as soon as administratively practicable after the Compensation Committee’s determination of the level of achievement of the performance goals, but in no event later than the 90th day of the following fiscal year. The existing bonus program under the Prior Employment Agreement shall continue through the end of the current fiscal year and is incorporated herein,

C.Equity Grant.

i. Subject to approval by the Board and your continued employment with the Company through the applicable grant date, you will receive an equity grant in restricted stock units equal to $5,400,000 on the date of grant (the “RSU Equity Grant”). The number of restricted stock units subject to the RSU Equity Grant will be determined by dividing $5,400,000 by the closing market price on the NASDAQ (or such other market on which the Company’s Common Stock is then principally listed) of one share of the Company’s common stock on the date of grant (the “Date of Grant”). Such RSU Equity Grant shall be subject to the terms and conditions of the

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Company’s 2020 Equity Incentive Plan (as amended and/or amended and restated from time to time, the “Plan”) and the underlying restricted stock unit award agreement. Fifty percent (50%) of the RSU Equity Grant shall vest in equal annual installments over a three-year period following the Date of Grant, subject to your continued employment through each applicable vesting date.

ii. The remaining fifty percent (50%) of the RSU Equity Grant shall be conditioned upon the achievement of the performance metrics set forth in this Section 5.C.ii. (the “Performance-Based RSUs”), which performance metrics must be achieved by the third anniversary of the Date of Grant. The Performance-Based RSUs shall be divided into two tranches: the first tranche includes the number of restricted stock units of the Company’s common stock equal to $1,700,000 on the Date of Grant (the “First Tranche”), and the second tranche includes the number of restricted stock units of the Company’s common stock equal to $1,000,000 on the Date of Grant (the “Second Tranche”) (each as determined as set forth in paragraph C.i. above). The First Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $100 for 20 consecutive trading days following the Date of Grant (the “First Stock Price Target”), and (ii) you are continuously employed with the Company from the Date of Grant through the third anniversary following the Date of Grant. The Second Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $115 for 20 consecutive trading days following the Date of Grant (the “Second Stock Price Target” and collectively with the First Stock Price Target, the “Stock Price Target”), and (ii) you are continuously employed with the Company from the Date of Grant through the third anniversary following the Date of Grant. Subject to Section 5.C.iii., below, if the applicable performance metrics relating to the First Tranche or the Second Tranche are not satisfied by the third-anniversary of the Date of Grant, then the First Tranche and the Second Tranche, as applicable, shall not vest and shall be forfeited.

iii. The RSU Equity Grant shall be subject to Section 12 of the Plan upon the occurrence of a Change in Control. Notwithstanding the foregoing, if the Performance-Based RSUs have not attained the applicable Stock Price Target prior to the Change in Control, they shall immediately vest fully if the per share consideration payable on a Change in Control is equal to or greater than $100 per share (in the case of the First Tranche) and $115 (in the case of the Second Tranche) as determined by the Company, and if not, the First Tranche and Second Tranche shall vest based on the percentages obtained by the following formulas: (A) with respect to the First Tranche, (i) the consideration paid pursuant to the Change in Control divided by (ii) $100; and, (B) with respect to the Second Tranche, (i) the consideration paid pursuant to the Change in Control divided by (ii) $115. For example, if the consideration paid pursuant to the Change in Control is $85, then 85% of the First Tranche would vest, 74% of the Second Tranche would vest, and the remaining Performance-Based RSUs would terminate and be forfeited.

iv. Notwithstanding Section 6.A.(a) of this Agreement, if your employment terminates prior to the third anniversary of the Date of Grant due to your death or Disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the Performance-Based RSUs have attained the applicable Stock Price Target prior to such termination, then the First Tranche and/or the Second Tranche, as applicable, shall immediately

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vest as of the date of such termination. Any corresponding shares of common stock underlying the Performance-Based RSUs that vest pursuant to this Section 5.C.iv. will be settled in favor of you, your estate or legal representative on the date specified in the underlying restricted stock unit award agreement.

v. In addition to the RSU Equity Grant, subject to the approval of the Board and your continued employment with the Company on the applicable grant date, you will be eligible to receive additional equity grants as determined by the Board in its sole discretion.

D.Paid Time Off. You shall be eligible for unlimited paid time off as set forth by the Company and subject to the Company’s unlimited paid time off and holiday policies applicable to the Company’s senior level executive employees as in effect from time to time.

E.Business Expenses. The Company shall reimburse you for all reasonable expenses incurred by you in performance of your duties, in accordance with the Company’s policy applicable to a majority of the other officers or directors of the Company.

F.Travel Expenses. You shall be reimbursed for all reasonable travel expenses incurred while performing duties on behalf of the Company, in accordance with the Company’s policy applicable to a majority of the other officers or directors of the Company. You will be permitted to fly business class based on your discretion.

6. Termination. Your employment may be terminated for Cause by Agilysys, voluntarily by you, by you for Good Reason, 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 or Disability; (b) the issuance by Agilysys of a notice terminating your employment “for Cause” (which, for these purposes, means: (i) your conviction of a crime involving misappropriation of money or other property or conviction of a felony, or a guilty plea or plea of nolo contendere by you with respect to a felony, (ii) conduct by you that is Prohibited Activity under Section 8.C. below, (iii) conduct by you that breaches your duty of loyalty to the Company or your willful misconduct, any of which materially injures the Company, or (iv) a willful and material breach by you of your material obligations under any agreement entered into between you and the Company that materially injures the Company, or (v) your failure to substantially perform your reasonable duties with the Company (other than by reason of your Disability) that materially injures the Company (the failure to make target budgets is not such a failure, nor shall you be required to take any action that you reasonably believe violates any law or Company policy); or (c) you voluntarily resign your employment without Good Reason, then your salary will end on the Termination Date, provided that you still will be paid accrued but unpaid base salary, any performance shares for the prior year which were vested and earned but not yet issued, and reimbursement for any unreimbursed expenses. Notwithstanding any contrary provision of this Agreement, a termination of your employment shall not be for “Cause” under Section 6.A.(b)(iii) and (iv) unless Agilysys notifies you in writing of the alleged failure or breach that the Company claims constitutes Cause, and you fail

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to substantially cure such failure or breach (if it can be cured) within thirty (30) days of your receipt of such notice.

B. Termination Without Cause or Good Reason. If your employment is terminated by Agilysys for any reason other than for Cause, or by you due to Good Reason, upon effectiveness of a mutually-agreeable release of claims in favor of the Company, you will be paid a severance payment equal to two years regular base salary and the value of two years target bonus annual incentive performance shares (calculated at 100% of target for that year), which will be at the rate applicable to you at the time your employment terminates (the “Severance Payment”), which will be paid during regular pay intervals during the two year period following the Termination Date (“Severance Period”). For example, if base salary is $600,000.00, the Severance Payment would be Two Million Four Hundred Thousand dollars ($2,400,000.00) (for clarity, no performance shares will be issued, the payment is in cash). In addition, in any termination pursuant to this Section 6.B, regardless of when such termination occurs, you will also receive (i) a lump sum payment in cash on the 60th day following the Termination Date in an amount equal to the total after-tax premiums you would be required to pay for 24 months of COBRA continuation coverage under the employer’s health benefit plan (i.e., medical, dental and vision coverage), determined using the COBRA premium rate in effect for the level of coverage that you have in place for you and your dependents immediately prior to the Termination Date, regardless of whether you or your dependents elect COBRA (the “COBRA Payment”), (ii) a lump sum in cash of a pro-rated bonus for the year of termination based on actual performance and without the exercise of negative discretion by the Board, and (iii) twelve (12) months of accelerated vesting of all equity compensation awards that are subject only to time or service-based vesting and were unvested and outstanding immediately prior to the Termination Date. The release of claims required by this Section 6.B. will not impose any post-employment obligations on you other than reasonable non-disparagement obligations and those obligations to which you already have agreed in writing. You will not otherwise be eligible for severance under any Agilysys severance plan. Notwithstanding any other provision of this Agreement, in all cases of termination of employment, you will be paid accrued but unpaid base salary, and be reimbursed for any unreimbursed expenses.

C. Good Reason. If any of the following occurs without your express written consent: (i) a reduction in your base salary or target bonus opportunity, (ii) a material diminution in your authority, duties or responsibilities (including, without limitation, your no longer being the CEO of a publicly-traded company or the requirement that you report to anyone other than the Company’s Board of Directors or following a Change in Control you are not made the chief executive officer of the ultimate parent of the resulting entity), (iii) your removal as a member of the Board (other than by your voluntary resignation), or your failure to be appointed to the board of directors of the ultimate parent of any resulting entity following a Change in Control, (iv) any other action that constitutes a willful and material breach by Agilysys of a material provision of this Agreement, (v) a material reduction in the benefits provided to you that is not part of a broader reduction of benefits applicable to substantially all other officers of the Company, (vi) a change of more than 50 miles in the geographic location at which you are required to provide services to the Company, or (vii) a material breach of this Agreement by Agilysys, including the failure to pay your current compensation or benefits when due (“Good Reason”), then you may terminate your employment due to Good Reason if you provide notice to Agilysys within 90

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days of the condition giving rise to the Good Reason, and Agilysys fails to materially cure such condition within 30 days following the date of such notice, upon which failure to cure your employment shall immediately terminate for Good Reason. Such termination for Good Reason 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 Section 6.B. or 7.D, as applicable.

D. Change in Control. Notwithstanding any other provision contained herein, if your employment hereunder is terminated within three (3) months before or twenty-four (24) months following a Change in Control (as defined below) by Agilysys without Cause, or by you due to Good Reason, in addition to payment of any accrued but unpaid base salary, the pro rata amount of your target bonus for the year of termination, any earned but unpaid bonus for the year prior to the year of termination and reimbursement for unpaid expenses, each as of the Termination Date, then you will be entitled to receive:

i. A lump sum payment in cash on the 60th day following the Termination Date of an amount equal to two times the sum of (a) your annual base salary and (b) the value of 100% of the target bonus annual incentive performance shares for the year of the Termination Date, in each case determined by the greater of the rate applicable immediately prior to the Change in Control or your Termination Date;

ii. A lump sum payment in cash on the 60th day following the Termination Date of an amount equal to two times the COBRA Payment; and

iii. 100% release of all restrictions on Held Shares (defined in the award agreement and as modified herein) that were subject to any restrictions immediately prior to the Termination Date on the Termination Date. For the purposes of what constitutes “Held Shares” under any award agreement only the then unvested portion on the day prior to the Change in Control (which vest on the Change in Control) are subject to Held Share restrictions, the then vested portion is not. And, as to those restrictions (and the definition of Holding Period) they lapse on the earlier of 12 months after the date of the Change in Control, or the remainder of the vesting period. As to the Held Shares, your death or Disability are treated as a termination Without Cause or Good Reason, which results in the immediate lapse of the restrictions without regard to the remaining vesting period or remainder of the 12 months.

You will not otherwise be eligible for severance under any Agilysys severance plan or any other provision of this Agreement.

E. Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of one of the following:

i. Any one Person (or more than one Person acting as a Group) acquires directly or indirectly beneficial Ownership of stock of Agilysys that, together with the stock held by such Person or Group, constitutes more than 50% of the total fair market value or total voting power of the issued and outstanding stock of Agilysys; provided that, a further Change in Control shall not occur if any Person (or more than one Person acting as a Group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional

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stock. The terms “Person”, “Group”, “Beneficial Ownership” shall have the meanings used in the Securities Exchange Act of 1934, as amended;

ii. A majority of the members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of appointment or election;

iii.. The sale or other disposition of all or substantially all of Agilysys’ assets.

Notwithstanding the foregoing, for purposes of this Agreement a Change in Control shall not occur unless such transaction constitutes a change in the ownership of Agilysys, a change in effective control of Agilysys, or a change in the ownership of a substantial portion of Agilysys’ assets under Section 409A (as defined below).

F.No Offset. The payments contemplated herein shall not be subject to any duty of mitigation by you nor to any offset for any income earned by you following any termination.

7. Confidential Information. During the course of your employment, you will learn various proprietary or confidential information of Agilysys and/or its related and affiliated companies (including the identity of customers and employees; vendor information; marketing information and strategies; sales training techniques and programs; product development and design; acquisition and divestiture opportunities and discussions; and data processing and management information systems, programs, and practices). You shall use such information only in connection with the performance of your duties to Agilysys and agree not to copy, disclose, or otherwise use such information or contest its confidential or proprietary nature. You agree to return any and all written documents containing such information to Agilysys upon termination of your employment. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede you (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation (any such activity, “Protected Activity”). You do not need the prior authorization of Agilysys to engage in Protected Activity and you shall not be required to notify Agilysys that you have engaged in Protected Activity. Similarly, nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. By way of reference, 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a

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complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

8. Restrictive Covenants.

A. Confidentiality. During the time of your employment with the Company and for twenty-four months thereafter, you will be subject to confidentiality and non-disclosure requirements in accordance with the Company’s standard confidentiality and employee non-disclosure agreement, provided that nothing in any agreement between you and the Company will limit your ability to engage in Protected Activity as defined in Section 7. You also agree to provide reasonable cooperation to the Company for such period with respect to any and all post-termination litigation and regulatory matters wherein the Company requests your assistance, provided that you will be reimbursed for reasonable expenses incurred in providing such cooperation.

B. No Hiring. During the time of your employment with the Company and for 24 months thereafter, you agree not to employ or retain, have any other person or firm employ or retain, or otherwise participate in the employment or retention of any person who was an employee or consultant of Agilysys at any time during the twenty-four months preceding the end of your employment with the Company, provided that it will not be a violation of this Section 8.B. if an enterprise with which you are affiliated employs any such employee or consultant so long as you are not directly or indirectly involved in such action, or you receive the Company’s consent in writing.

C. Non-Competition. Because of Agilysys’ legitimate business interest as described herein and the good and valuable consideration provided to you, during the time of your employment with the Company and subject to contrary provisions herein including Section 1, continuing for the 24-month period beginning on the Termination Date whether your employment is terminated at your option or at the option of Agilysys, for any reason, good reason, or no reason, you agree and covenant not to engage in Prohibited Activity within the “Territory” (as defined below). Notwithstanding anything to the contrary in this Section 8.C, after the Termination Date, you shall not be restricted from providing services to a former client or customer of the Company who voluntarily seeks your services without solicitation from or contact instigated by you.

For purposes of this Section 8.C., “Prohibited Activity” is activity in which you contribute your knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other capacity similar to the capacity in which you provided services to the Company, to an entity engaged in the same or similar business as Agilysys, specifically, as of the Effective Date, in the business of developing and/or selling the point of sale (POS), property management, inventory and procurement for food and beverage, and related wireless solutions to the hospitality or gaming industries, or any other business or product that Agilysys provides or is actively developing to provide to the hospitality or gaming industries. Any disclosure of trade secrets, proprietary information or Confidential Information, other than Protected Activity, is also Prohibited Activity.

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For purposes of this Section 8.C., “Territory” shall mean each state, province, or other political subdivision in which the Company is engaged in the Business as of the Termination Date.

During the Employment Period, nothing herein shall prohibit you from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that you are not a controlling person of, or a member of a group that controls, such corporation. In addition, nothing in this Agreement prohibits: 1) your participation in two other board of directors of non-competitive companies, or 2) participation in clubs, trade/industry and educational organizations.

It is understood and acknowledged that any non-competition obligation arising under this Section 8.C shall be in addition to any other obligations on your part under this Agreement, including but not limited to the confidentiality and no-hiring provisions of Sections 7 and 8.A., above.

9. Assignment of Inventions. Agilysys by law is entitled to all rights, ideas, inventions and works of authorship relating to its business that are made by its employees during the scope of their work, whether or not conceived during regular business hours, for Agilysys when using Agilysys resources. You agree to promptly and fully disclose to Agilysys all ideas, inventions, discoveries, creations, designs, methods, and other technology and rights (and any related improvements or modifications thereof), whether or not protectable under any form of legal protection afforded to intellectual property (collectively, “Innovations”), relating to any activities or proposed activities of Agilysys and its affiliates and subsidiaries, conceived or developed by you (alone or jointly with others) during your employment, whether or not conceived during regular business hours. Such Innovations shall be the sole property of Agilysys. To the extent possible, such Innovations shall be considered a Work Made for Hire under the U.S. Copyright Act. To the extent the Innovations may not be considered such a Work Made for Hire, you agree to automatically assign to Agilysys, at the time of creation of such Innovations, any right, title, or interest that you may have in such Innovations. You further agree that you will execute such written instruments, and perform any other tasks as may be necessary in the opinion of Agilysys to obtain a patent, register a copyright, or otherwise protect or enforce Agilysys’ rights in such Innovations.

10. Specific Performance and Injunctive Relief. You acknowledge that Agilysys will be irreparably damaged if the provisions of this Agreement are not specifically enforced, that monetary damages will not provide an adequate remedy to Agilysys, and that Agilysys is entitled to an injunction (preliminary, temporary, or final) restraining any violation of this Agreement (without any bond or other security being required), or any other appropriate decree of specific performance. Such remedies are not exclusive and shall be in addition to any other remedy which Agilysys may have.

11. Severability and Reformation. The provisions of Sections 7 through 11 of this Agreement constitute independent and separable covenants which unless otherwise stated shall survive termination or expiration of the Employment Period. Any section, paragraph, phrase, or other

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provision of this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability or in conflict with any applicable statute or rule shall be deemed, if possible, to be omitted from this Agreement. The invalidity of any portion hereof shall not affect the validity of the remaining portions.

12. Representation. You represent and warrant that in the past 15 years you have not been convicted of, nor entered a guilty plea or plea of nolo contendere with respect to, a crime involving misappropriation of money or other property or a felony in any jurisdiction, nor, to your knowledge, have you been charged with or notified of pending charges with respect to, or are you currently being investigated for, any such crime or felony.

13. Assignment.

A. This Agreement is personal to you and cannot be assigned by you to any other party. The Company agrees to consider in good faith any reasonable request by you to accommodate your estate/family planning regarding the equity award.

B. This Agreement shall inure to the benefit of, and be binding upon and enforceable by Agilysys, and its successors and assigns. This Agreement may be assigned by Agilysys, and its duties delegated without your consent, to a third party (“Assignee”) in connection with the sale or transfer of all or substantially all of Agilysys’ business whether by way of sale of stock, sale of assets, merger or other transaction. Such assignment by Agilysys will not constitute nor be deemed a termination of your employment by Agilysys. After such assignment and delegation, any further rights which you have under this Agreement will be the responsibility of the Assignee.

14. General. This Agreement constitutes our full understanding relating to your employment with Agilysys, and replaces and supersedes any and all agreements, contracts, representations or understandings with respect to your employment except as otherwise set forth herein. This Agreement is governed by and is to be construed and enforced in accordance with the internal laws of the State of Georgia, without giving effect to principles of conflicts of law. In the event of a conflict or inconsistency between the terms hereof and the provisions of Agilysys’ Employee Handbook or its Policies and Procedures, the terms hereof shall control; otherwise, the provisions of the Employee Handbook shall remain applicable to your employment relationship. Any controversy involving the construction or application of any terms, covenants or conditions of the Agreement, or any claims arising out of any alleged breach of the Agreement, will be submitted to and resolved by final and binding arbitration in Las Vegas, Nevada, conducted pursuant to the rules of the American Arbitration Association. This Agreement may not be superseded, amended, or modified except in a writing signed by both parties.

15. Section 280G.

A. Reduction. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to your or for your benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute

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Payments”) within the meaning of Section 280G of the Code and would, but for this Section 15, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either:

i. reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or

ii. payable in full if your receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in you receiving an amount greater than the Reduced Amount.

B. Order of Reduction. The Covered Payments shall be reduced in a manner that maximizes your economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

C. Determinations. Any determination required under this Section 15 shall be made in writing in good faith by the accounting firm that was the Company’s independent auditor immediately before the occurrence of the Change in Control or another mutually agreed accounting firm (the “Accountants”), which shall provide detailed supporting calculations to you and the Company as requested by you or the Company. You and the Company shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 15. For purposes of making the calculations and determinations required by this Section 15, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on you and the Company. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required by this Section 15.

16. Section 409A. The intent of the parties is that payments and benefits under this Agreement are exempt from, or to the extent required, comply with Section 409A of the Code (“Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance with Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”To the extent required to avoid an accelerated or additional tax under Section 409A: each payment or benefit amount shall be construed as a separate identified payment; if you are a “specified employee” under Section 409A when you separate from service, amounts of “nonqualified deferred compensation,” if any, otherwise payable during the six-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six months following

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your separation from service (or, if earlier, your date of your death). To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which you incurred such expenses, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

17. Indemnification. Agilysys will indemnify you and hold you harmless to the extent provided under the Company’s certificate of incorporation and by-laws against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties and obligations with Agilysys on terms no less favorable than provided to any of its other executive officer or members of the Board. This obligation shall survive your termination of employment with the Company. The Company shall cover you under an indemnification agreement and directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement (for not less than two (2) years) in the same amount and to the same extent as the Company covers its other officers and directors on terms no less favorable than provided to any of its other officers or members of the Board.

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In witness whereof the parties have executed this Agreement this 10thday of March, 2023.

AGILYSYS, INC.

/s/ Michael Kaufman

By: Michael Kaufman

Chairman of the Board

/s/ Ramesh Srinivasan

By: Ramesh Srinivasan

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EX-10

Exhibit 10.2

 

RESTRICTED STOCK UNIT AGREEMENT

Participant: Ramesh Srinivasan

Grant Date: March 10, 2023

Restricted Stock Units: 67,856

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is entered into as of the Grant Date set forth above by and between Agilysys, Inc., a Delaware corporation (the “Company”), and the Participant set forth above (“you” or the “Participant”).

1.Award.

(a)The Company hereby grants you on the Grant Date an award (the “Award”) consisting of the aggregate number of Restricted Stock Units set forth above (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Agilysys, Inc. 2020 Equity Incentive Plan, as amended from time to time (the “Plan”). This Award is granted to you in consideration of the services you will render to the Company and is made pursuant to the Plan.

(b)The Restricted Stock Units shall be credited to a separate account maintained for you on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company.

2.Vesting.

(a)Time Vesting. 33,928 of the Restricted Stock Units will vest as follows, subject to the other terms and conditions of this Agreement, including that you remain in Continuous Service as of the specified dates:

11,309 on March 10, 2024

11,309 on March 10, 2025

11,310 on March 10, 2026

(b)Performance Vesting. The remaining 33,928 of the Restricted Stock Units shall be conditioned upon the achievement of the performance metrics set forth in this Section 2(b) (the “Performance-Based RSUs”), which performance metrics must be achieved by the third anniversary of the Grant Date. The Performance-Based RSUs shall be divided into two tranches: the first tranche includes 21,035 Performance-Based RSUs (the “First Tranche”), and the second tranche includes 12,893 Performance-Based RSUs (the “Second Tranche”). The First Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $100 for 20 consecutive trading days following the Grant Date (the “First Stock Price Target”), and (ii) you are continuously employed with the Company from the Grant Date through the third anniversary following the

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Grant Date. The Second Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $115 for 20 consecutive trading days following the Grant Date (the “Second Stock Price Target” and collectively with the First Stock Price Target, the “Stock Price Target”), and (ii) you are continuously employed with the Company from the Grant Date through the third anniversary following the Grant Date. Subject to Section 2(d) below, if the applicable performance metrics relating to the First Tranche or the Second Tranche are not satisfied by the third-anniversary of the Grant Date, then the First Tranche and the Second Tranche, as applicable, shall not vest and shall be forfeited.

(c)Subject to Section 2(d) below, the foregoing vesting schedules notwithstanding, if your Continuous Service terminates for any reason at any time before all of your Restricted Stock Units have vested, your unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to you under this Agreement.

(d)Notwithstanding Sections 2(b) and (c) of this Agreement, if your employment terminates prior to the third anniversary of the Grant Date due to your death or Disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the Performance-Based RSUs have attained the applicable Stock Price Target prior to such termination, then the First Tranche and/or the Second Tranche, as applicable, shall immediately vest as of the date of such termination. Any corresponding shares of common stock underlying the Performance-Based RSUs that vest pursuant to this Section 2(c). will be settled in favor of you, your estate or legal representative.

(e)Once vested, the Restricted Stock Units become “Vested Units.

3.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until the Restricted Stock Units vest in accordance with Section 2 and until such time as the Restricted Stock Units are settled in accordance with Section 5, the Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by you and all of your rights to such units shall immediately terminate without any payment or consideration by the Company.

4.Rights as Shareholder; Dividend Equivalents.

(a)You shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

(b)Upon and following the settlement of the Restricted Stock Units, you shall be the record owner of the shares of Common Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights).

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(c)If, prior to the settlement date, the Company declares a cash or stock dividend on the shares of Common Stock, then, on the payment date of the dividend, your Account shall be credited with Dividend Equivalents in an amount equal to the dividends that would have been paid to you if one share of Common Stock had been issued on the Grant Date for each Restricted Stock Unit granted to you as set forth in this Agreement.

(d)The Dividend Equivalents credited to your Account will be deemed to be reinvested in additional Restricted Stock Units (rounded to the nearest whole share) and will be subject to the same terms and conditions as the Restricted Stock Units to which they are attributable and shall vest or be forfeited (if applicable) at the same time as the Restricted Stock Units to which they are attributable. Such additional Restricted Stock Units shall also be credited with additional Restricted Stock Units as any further dividends are declared.

5.Settlement of Restricted Stock Units.

(a)Subject to Section 10 hereof, promptly following the vesting date, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of Vested Units and cash equal to any Dividend Equivalents credited with respect to such Vested Units and the interest thereon or, at the discretion of the Committee, shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon; and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.

(b)To the extent that you do not vest in any Restricted Stock Units, all interest in such Restricted Stock Units and any related Dividend Equivalents) shall be forfeited. You have no right or interest in any Restricted Stock Units that are forfeited.

6.Change in Control. The Award shall be subject to Section 12 of the Plan upon the occurrence of a Change in Control. Notwithstanding the foregoing, if the Performance-Based RSUs have not attained the applicable Stock Price Target prior to the Change in Control, they shall immediately vest fully if the per share consideration payable on a Change in Control is equal to or greater than $100 per share (in the case of the First Tranche) and $115 (in the case of the Second Tranche) as determined by the Company, and if not, the First Tranche and Second Tranche shall vest based on the percentages obtained by the following formulas: (A) with respect to the First Tranche, (i) the consideration paid pursuant to the Change in Control divided by (ii) $100; and, (B) with respect to the Second Tranche, (i) the consideration paid pursuant to the Change in Control divided by (ii) $115. For example, if the consideration paid pursuant to the Change in Control is $85, then 85% of the First Tranche would vest, 74% of the Second Tranche would vest, and the remaining Performance-Based RSUs would terminate and be forfeited.

7.Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of Shares. The provisions of this Agreement will be applicable to the Restricted Stock Units, Common Shares or other securities, if any, which may be acquired by you related to the Restricted Stock Units as a result of a liquidation, recapitalization, reorganization, redesignation or reclassification, split-up, reverse split, merger, consolidation, dividend, combination or exchange of Restricted Stock Units or Common Shares, exchange for other securities, a sale of all or substantially all assets or the like. The Committee may appropriately adjust the number and kind

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of Restricted Stock Units, Common Shares or other securities described in this Agreement to reflect such a change.

8.Nontransferability of Shares. Upon the acquisition of any Common Shares pursuant to this Agreement, if the Common Shares have not been registered under the Securities Act, they may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to the Common Shares has become effective or unless you establish to the satisfaction of the Company that an exemption from such registration is available. You will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or this Agreement. The Participant understands that the Company is under no obligation to register the Common Shares with the Securities and Exchange Commission, any state securities commission or any stock exchange.

9.Internal Revenue Code Section 409A. This Agreement, Award and the compensation and benefits hereunder are intended to meet the requirements for exemption from coverage under Code Section 409A for restricted property set forth in Treas. Reg. Section 1.409A-1(b)(6), as well as any other applicable exemption, and shall be construed and administered accordingly. If the Company determines that any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Code Section 409A, the Company shall, after consultation with you, have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Code Section 409A or meet the requirements of Code Section 409A. In no event, however, shall this Section 7 or any other provisions of the Plan or this Agreement be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or awards or payments under, this Agreement, and the Company shall have no responsibility for tax consequences of any kind to you (or any other person or entity), whether or not such consequences are contemplated at the time of entry into this Agreement, or result from the terms or operation of this Agreement.

10.Withholding; Tax Liability.

(a)The Participant shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation payable to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the Restricted Stock Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of any such means: (i) tendering a cash payment; (ii) if the Common Shares are listed on any established stock exchange or a national market system, through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the tax required to be withheld by law (i.e., by means of a ‘cashless’ procedure); or (iii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Participant as a result of the vesting of the Restricted Stock Units; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the amount of tax required to be withheld by law.

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(b)Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or removal of restrictions of the Restricted Stock Units or the subsequent sale of any shares; and (ii) does not commit to structure the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items.

11.No Right to Continued Employment. Neither the Plan nor this Agreement shall be construed to grant you any right to remain an employee with the Company or its affiliates, or to be employed in any particular position therewith. The Plan and this Agreement do not constitute a contract of employment, and the Company and each affiliate expressly reserves the right, at any time, to terminate your employment free from liability, or any claim, under the Plan and this Agreement, except as may be specifically provided therein.

12.Notices. All notices or other communications relating to the Plan and this Agreement as it relates to you shall be in writing, shall be deemed to have been made if personally delivered in return for a receipt or, if mailed, by regular U.S. mail, postage prepaid, by the Company to you at your address then on file with the Company. You are responsible for notifying the Company of a change in your address.

13.Governing Law. Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Delaware without giving effect to its conflict of laws principles.

14.Amendment. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement. However, no such action may be inconsistent with the terms of the Plan or materially and adversely affect your rights without your written consent. Notwithstanding the foregoing, the Company may, after consulting with you, unilaterally amend this Agreement to comply with law, preserve favorable tax effects or avoid unfavorable tax effects for either of the parties.

15.Effect of Waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach.

16.Severability. In the event of the invalidity of any part or provision of the Plan or this Agreement, such invalidity will not affect the enforceability of any other part or provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by Applicable Law.

17.Successors and Legal Representatives. This Agreement will bind and inure to the benefit of the Company and you and its and your respective beneficiaries, heirs, legatees, executors, administrators, estates, successors, assigns, legal representatives, guardians and caretakers.

18.Transferability. The Award shall not be transferable by you other than by will or the laws of descent and distribution.

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19.No Further Liability. The liability of the Company, its affiliates and the Committee under or in connection with this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its affiliates, the Committee or their directors and employees in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement. No third-party beneficiaries are intended.

20.No Impact on Other Benefits. The value of the Participant’s Restricted Stock Units is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

21.Recoupment Right. You acknowledge that if the Board or the Committee determines that the Company’s financials are restated due directly or indirectly to the fraud, ethical misconduct, intentional misconduct or a breach of fiduciary duty by you, the Board or Committee shall have sole discretion to take such actions, as permitted by law, as it deems necessary to cancel the SAR and to recover all or a portion of any gains realized in respect of the SAR, provided such recovery cannot extend back more than three years.

22.The Plan. The Plan is hereby incorporated by reference and made a part of this Agreement for all purposes, and when taken together with this Agreement, shall govern the rights of you and the Company with respect to the Award. You irrevocably agree to, and accept, the terms, conditions and restrictions of the Plan and this Agreement on your own behalf and on behalf of any beneficiaries, heirs, legatees, guardians, representatives, successors and assigns.All capitalized terms used in this Agreement, unless otherwise defined, shall have the meaning ascribed to them under the Plan. In the event and to the extent of an express conflict or inconsistency among any of this Agreement, any written employment agreement with you then in effect, the provisions of the Plan, and any rules, regulations, and interpretations of the Plan adopted by the Committee, then the following order of priority shall control; (a) any written employment agreement then in effect, (b) the Plan, (c) any rules, regulations, and interpretations of the Plan adopted by the Committee, and (d) this Agreement; and to the extent that any other document controls this Agreement shall be deemed to be modified accordingly.

23.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and agree to the terms hereof as of the date first above written.

Company

___________________________________

Kyle C. Badger

SVP, General Counsel and Secretary

Participant

___________________________________

Ramesh Srinivasan

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XML

Document And Entity Information	Mar. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 10, 2023
Entity Registrant Name	AGILYSYS, INC.
Entity Central Index Key	0000078749
Entity Emerging Growth Company	false
Securities Act File Number	000-5734
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-0907152
Entity Address, Address Line One	1000 Windward Concourse
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30005
City Area Code	770
Local Phone Number	810-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	AGYS
Security Exchange Name	NASDAQ