AMERICAN SOFTWARE, INC. (NASDAQ:AMSWA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 of Form 8-K, which was inadvertently omitted from the Original Report.

As previously disclosed in the Original Report, Mr.H. Allan Dow was appointed as the Company’s President, effective as of March3, 2017. Mr.Dow’s service as the Company’s President was not to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr.Dow and any director or other executive officer of the Company. There are no transactions between Mr.Dow and the Company required to be disclosed under Item404(a) of Regulation S-K.

Mr.Dow and the Company are parties to that certain Retention Agreement, dated as of July11, 2016 (the “Retention Agreement”), which is substantially similar to the retention agreements between the Company and its named executive officers. The Retention Agreement provides for compensation to Mr.Dow in the event Mr.Dow’s employment is terminated following the consummation of a “change in control” for reasons other than for “cause” (as defined in the Retention Agreement) or for Mr.Dow’s death, retirement, disability, or if Mr.Dow voluntarily terminates his employment for “good reason” (as defined in the Retention Agreement). The compensation payable under the Retention Agreement is a lump sum severance payment equal to two times the sum of Mr.Dow’s annual base salary plus Mr.Dow’s bonus for the prior year as of the date of the change in control.

Following termination of employment after a change in control, Mr.Dow would be entitled to receive health insurance coverage (subject to a COBRA election) and certain other fringe benefits equivalent to those in effect at the date of termination for a period of twenty-four months. The Retention Agreement requires Mr.Dow to comply with certain covenants that preclude Mr.Dow from competing with the Company or soliciting customers or employees of the Company for a period following termination of employment for a period of twenty-four months. The Retention Agreement expires upon the earlier of Mr.Dow’s termination or three years after a change in control of the Company or any successor to the Company.

The foregoing description of the Retention Agreement is qualified in its entirety by the full text of the Retention Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

AMERICAN SOFTWARE INC Exhibit
EX-10.1 2 d424117dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 RETENTION AGREEMENT THIS AGREEMENT (the “Agreement”) is dated this 11th,…
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About AMERICAN SOFTWARE, INC. (NASDAQ:AMSWA)

American Software, Inc. (American Software) develops, markets and supports a portfolio of software and services that delivers enterprise management, supply chain and retail planning solutions to the marketplace. The Company operates through three business segments: Supply Chain Management (SCM), Enterprise Resource Planning (ERP) and Information Technology (IT) Consulting. The SCM segment consists of Logility, Inc. and its subsidiary, Demand Management, Inc. (DMI), both of which provide supply chain and retail planning solutions to trading partners. The ERP segment consist of American Software ERP, which provides business software for manufacturers and distributors, and New Generation Computing, Inc. (NGC), which provides industry-specific business software to both retailers and manufacturers in the apparel, footwear, sewn products and furniture industries. The IT Consulting segment consists of The Proven Method, Inc., an IT staffing and consulting services firm.