Agilysys, Inc. 6065 Parkand Boulevard Cleveland, OH 44124 Tel 440-720-8500 Fax 440-720-8501 www.agilysys.com December 23, 2005 Mr. Arthur Rhein 40 Stonehill Lane Moreland Hills, OH 44022 Dear Art:
Exhibit
10.2
Agilysys, Inc.
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December 23, 2005
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Dear Art:
Without limiting the generality of Subsection 5(c) of your Employment Agreement, it is intended
that you will be granted options to purchase a number of the Company’s Common Shares as follows:
(i) | On or about April 1, 2006, the option to purchase two hundred fifty thousand (250,000) of such shares; and |
(ii) | On or about August 1, 2006, the option to purchase an additional two hundred fifty thousand (250,000) of such shares; |
with an exercise price equal to fair market value on the respective dates of grant, becoming
exercisable during your continued employment at a rate of 10% March 31, 2007, an additional 30%
March 31, 2008, and a final 60% March 31, 2009, without acceleration of vesting due to your
“Retirement” or termination for “Good Reason” as those words are defined in your Employment
Agreement and with further option provisions as determined by the Compensation Committee, subject
to your Employment Agreement, when it grants such options; provided, however, that if the options
referred to in (ii) above may not be granted because shares are not available, it is intended that
the Compensation Committee will make a good faith effort to provide commensurate value in another
manner.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Chairman, Compensation Committee
Chairman, Compensation Committee