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

Agilysys, Inc. (the "Company") entered into employment agreements with certain of its executive officers, including Dave Wood, Vice President and Chief Financial Officer; Kyle Badger, Senior Vice President, General Counsel and Secretary; Prabuddha Biswas, Senior Vice President and Chief Technology Officer; and Don DeMarinis, Senior Vice President, Americas Sales. The revised employment agreements were entered into on July 27, 2020. The employment agreements do not change the compensation arrangements of the executives.

Under the terms of each employment agreement, upon termination of each executive's employment by the Company without cause (as defined in the employment agreement) or by the executive for good reason (as defined in the employment agreement), the executive will be paid twelve months of his base salary and the Company will reimburse the executive for up to twelve months of COBRA continuation coverage under the Company's health benefit plan. In addition, if the executive has been employed for at least three months of the fiscal year in which the termination of employment occurs, the executive will be eligible to receive a prorated annual incentive bonus for the fiscal year in which such termination of employment occurs based on actual performance for such fiscal year. If the executive's employment with the Company or its successor is terminated by the Company or its successor without cause or by the executive for good reason within a two-year period following a change in control of the Company (as defined in the employment agreement), the executive will be paid severance equal to the executive's annual base salary, plus a pro rata portion of the executive's target annual incentive bonus, and the Company will reimburse the executive for up to twelve months of COBRA continuation coverage under the Company's health benefit plan.

The employment agreements contain provisions for the protection of the Company's confidential information for an indefinite period and non-compete and non-hire clauses for a one-year period following termination of employment. The foregoing summary of the employment agreements is qualified in its entirety by reference to the form of employment agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.




                 Item 9.01    Financial Statements and Exhibits.




(d) Exhibits.

The following items are filed as exhibits to this current report on Form 8-K:







           Exhibit Number    Description of Exhibit

                10.1          Form of Executive Employment Agreement

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