AGILYSYS, INC. EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2010)
THE PLAN AND ITS PURPOSE
1.1 Adoption of Plan. This Executive Officer Annual Incentive Plan (hereinafter referred to as the “Plan”) is
hereby adopted by Agilysys, Inc. (hereinafter referred to as the “Company”), by action of its Board of Directors,
effective as of April 1, 2005, as amended, in order to set forth the terms and provisions of the annual incentive
program of the Company applicable to Executive Officers of the Company on and after such date. Adoption of
this Plan is subject to approval thereof by the shareholders of the Company.
1.2 Purpose. The purpose of the Plan is (a) to provide an incentive to Executive Officers of the Company in
order to encourage them with short-term financial awards to improve the Company’s operating results, (b) to
enable the Company to recruit and retain such Executive Officers by making the Company’s overall
compensation program competitive with compensation programs of similar companies, (c) to satisfy the
requirements of Code Section 162(m), and (d) to satisfy the short-term deferral exception to the nonqualified
deferred compensation rules of Code Section 409A.
Unless the context otherwise indicates, the following words used herein shall have the following meanings
whenever used in this instrument:
2.1 “Award” means the payment earned by a Participant as such payment is determined in accordance with
2.2 “Base Salary” means, for any Fiscal Year, the Participant’s annual rate of base salary, determined as of
the last day of the Fiscal Year or, for a Participant who terminates employment prior to the last day of any Fiscal
Year and who is otherwise entitled to a prorated Award for such Fiscal Year under Section 6.4, the Participant’s
annual rate of base salary, determined as of his date of termination of employment.
2.3 “Board of Directors” means th