Appointment of Ramesh Srinivasan

On December 12, 2016, Agilysys, Inc. (the “Company”) announced
that Ramesh Srinivasan has been appointed as Chief Executive
Officer and President of the Company, effective January 3, 2017.
Mr. Srinivasan, age 56, served as Chief Executive Officer of
Ooyala, a provider of video publishing, analytics and
monetization services, from January 2016 to November 2016. Prior
to that, he was President and Chief Executive Officer of Innotrac
Corporation, an ecommerce fulfillment provider, from March 2015
to November 2015, and President and Chief Executive Officer of
Bally Technologies Inc. from December 2012 until May 2014. From
April 2011 until December 2014 he was President and Chief
Operating Officer of Bally Technologies Inc., where he started as
Executive Vice President of Bally Systems in March 2005. From
1998 to 2005, Mr. Srinivasan held several positions including
Executive Vice President of Warehouse Management Systems at
Manhattan Associates, Inc., a global leader in software solutions
to the supply chain industry.

Mr. Srinivasan holds a Post-Graduate Diploma in Management (MBA
equivalent) from the Indian Institute of Management, Bangalore,
India, and a degree in engineering from the Indian Institute of
Technology (Banaras Hindu University), Varanasi, India. He
attended the Advanced Management Program at the Harvard Business
School in 2010.

In connection with Mr. Srinivasan’s appointment, the Company
entered into an employment agreement (the “Employment
Agreement”) with Mr. Srinivasan on December 6, 2016. In
accordance with the Employment Agreement, Mr. Srinivasan will
serve as the Chief Executive Officer and President for a
three-year initial term beginning on January 3, 2017. The term of
employment will automatically extend for successive periods of
one year unless either the Company or Mr. Srinivasan provides
written notice of non-renewal at least 90 days before the end of
the then-current employment term. If a Change in Control (as
defined in the Employment Agreement) of the Company occurs, the
term of employment will expire no earlier than the second
anniversary of the Change in Control.

Mr. Srinivasan will receive a base salary of $600,000 per year,
subject to annual review and adjustment by the Company’s Board
of Directors (the “Board”), and will be eligible to receive a
bonus at an annual target amount of $450,000 with a maximum bonus
of up to $750,000 per year, which bonus will be payable in shares
of common stock that will vest based upon attainment of annual
performance goals as determined by the Board. Also, effective
January 3, 2017 (the “Grant Date”), Mr. Srinivasan will receive
a grant of 630,000 stock settled appreciation rights (SSARs) at
an exercise price equal to the closing price of the Company’s
common stock on the Grant Date. One third of the SSAR grant vests
on January 3, 2018, and the remainder vests in pro rata monthly
portions thereafter over the next two years, provided that Mr.
Srinivasan remains employed by the Company on each vesting date.
The annual bonus performance shares and the SSARs are subject to
the terms and conditions of the Company’s 2016 Stock Incentive
Plan.

In addition, to the Employment Agreement, Mr. Srinivasan will be
entitled to receive the Company’s current customary employee
benefits and up to $20,000 in relocation benefits.

Effective January 3, 2017, Mr. Srinivasan will be appointed as a
member of the Board. to the Employment Agreement, he will be
nominated for re-election as a director for the duration of his
employment as Chief Executive Officer of the Company.

If the Employment Agreement is terminated by the Company for
Cause or by Mr. Srinivasan for Good Reason (in each case as
defined in the Employment Agreement), then subject to his
execution of a release of claims, Mr. Srinivasan will be entitled
to receive severance equal to one year’s then-current base
salary and target annual bonus, which will be paid during regular
pay intervals over the course of one year. In addition, he will
also receive (a) a lump sum payment in cash, on the 60^th
day after the termination date, equal to the total after-tax
premiums required to pay for twelve months of COBRA continuation
coverage under the Company’s medical, dental and vision
insurance plans; (b) a pro-rated bonus for the year of
termination based on actual performance with no negative
discretion by the Board; and (c) twelve (12) months of
accelerated vesting of all equity compensation awards outstanding
on the termination date. If such termination occurs within three
months before or 24 months after a Change in Control, Mr.
Srinivasan will receive two times the sum of his then-current
base salary and target annual bonus, two times the COBRA payment
and 100% vesting (on the 60^th day after the termination
date) of all outstanding equity awards. In addition, upon any
termination of employment, Mr. Srinivasan will receive accrued
but unpaid base salary and payment for any unused vacation and
unreimbursed expenses.

The description of the Employment Agreement contained herein does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, which was
filed as Exhibit 10.1 to the Current Report on Form 8-K
filed on December 12, 2016, and is incorporated herein by
reference.

Item 8.01.

Other Events.

On December 12, 2016, the Company issued a press release
announcing Mr. Srinivasan’s appointment. A copy of the press
release was filed as Exhibit 99.1 to the Current Report on
Form 8-K filed on December 12, 2016, 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: