Agilysys, Inc. Stock Option Grant Letter to Arthur Rhein (December 23, 2005)
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Summary
Agilysys, Inc. is offering Arthur Rhein options to purchase up to 500,000 shares of the company's common stock, with half granted around April 1, 2006, and the other half around August 1, 2006. The exercise price will be set at the fair market value on the grant dates. The options will vest over three years, provided Mr. Rhein remains employed, and will not accelerate upon retirement or certain terminations. If shares are unavailable for the second grant, the company will seek to provide equivalent value. The agreement is subject to the terms of Mr. Rhein's Employment Agreement.
EX-10.2 3 l17646aexv10w2.htm EXHIBIT 10.2 ARTHUR RHEIN LETTER Exhibit 10.2
Exhibit 10.2

Agilysys, Inc.
6065 Parkand Boulevard
Cleveland, OH 44124
Tel ###-###-####
Fax ###-###-####
www.agilysys.com
6065 Parkand Boulevard
Cleveland, OH 44124
Tel ###-###-####
Fax ###-###-####
www.agilysys.com
December 23, 2005
Mr. Arthur Rhein
40 Stonehill Lane
Moreland Hills, OH 44022
40 Stonehill Lane
Moreland Hills, OH 44022
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 Companys 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/ Charles F. Christ
Charles F. Christ
Chairman, Compensation Committee
Chairman, Compensation Committee