Exhibit 10 (mm)
2006 STOCK INCENTIVE PLAN
As Amended and Restated Effective May 20, 2010
GENERAL PURPOSE OF PLAN; DEFINITIONS
1.1 Name and Purposes. The name of this Plan is the Agilysys, Inc. 2006 Stock Incentive Plan. The purpose
of this Plan is to enable Agilysys, Inc. and its Affiliates to: (i) attract and retain skilled and qualified officers,
employees, directors and consultants who are expected to contribute to the Company’s success by providing
long-term incentive compensation opportunities competitive with those made available by other companies;
(ii) motivate Participants to achieve the long-term success and growth of the Company; (iii) facilitate ownership of
shares of the Company; and (iv) align the interests of the Participants with those of the Company’s Shareholders.
1.2 Certain Definitions. Unless the context otherwise indicates, the following words used herein shall have
the following meanings whenever used in this instrument:
(a) “Affiliate” means any corporation or business organization during any period during which it would be
treated, together with the Company, as a single employer for purposes of Sections 414(b) or (c) of the Code.
(b) “Award” means any grant under this Plan of a Stock Option, Stock Appreciation Right, Restricted
Share, Restricted Share Unit or Performance Share to any Plan Participant.
(c) “Award Agreement” means a written agreement entered into between the Company and a Participant
setting forth the terms and conditions of an Award granted to the Participant.
(d) “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.
(e) “Cause” means a Participant’s termination of employment or directorship, as applicable, which shall
have been the result of:
(i) his conviction of any of the following offenses, provided that such offense results in material economic
harm to the Company or any Affiliate or has a materially adverse effect on the