Attached files
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10-Q - FORM 10-Q - AGILYSYS INC | l40474e10vq.htm |
EX-32.1 - EX-32.1 - AGILYSYS INC | l40474exv32w1.htm |
EX-31.2 - EX-31.2 - AGILYSYS INC | l40474exv31w2.htm |
EX-10.B - EX-10.B - AGILYSYS INC | l40474exv10wb.htm |
EX-32.2 - EX-32.2 - AGILYSYS INC | l40474exv32w2.htm |
EX-31.1 - EX-31.1 - AGILYSYS INC | l40474exv31w1.htm |
Exhibit 10(a)
AGILYSYS, INC. EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 1, 2010)
ARTICLE I
THE PLAN AND ITS PURPOSE
1.1 Adoption of Plan. This Executive Officer Annual Incentive Plan
(hereinafter referred to as the Plan) is hereby adopted by Agilysys, Inc. (hereinafter referred
to as the Company), by action of its Board of Directors, effective as of April 1, 2005, as
amended, in order to set forth the terms and provisions of the annual incentive program of the
Company applicable to Executive Officers of the Company on and after such date. Adoption of this
Plan is subject to approval thereof by the shareholders of the Company.
1.2 Purpose. The purpose of the Plan is (a) to provide an incentive to
Executive Officers of the Company in order to encourage them with short-term financial awards to
improve the Companys operating results, (b) to enable the Company to recruit and retain such
Executive Officers by making the Companys overall compensation program competitive with
compensation programs of similar companies, (c) to satisfy the requirements of Code Section 162(m),
and (d) to satisfy the short-term deferral exception to the nonqualified deferred compensation
rules of Code Section 409A.
ARTICLE II
DEFINITIONS
Unless the context otherwise indicates, the following words used herein shall
have the following meanings whenever used in this instrument:
2.1 Award means the payment earned by a Participant as such payment is
determined in accordance with Article VI.
2.2 Base Salary means, for any Fiscal Year, the Participants annual
rate of base salary, determined as of the last day of the Fiscal Year or, for a Participant who
terminates employment prior to the last day of any Fiscal Year and who is otherwise entitled to a
prorated Award for such Fiscal Year under Section 6.4, the Participants annual rate of base
salary, determined as of his date of termination of employment.
2.3 Board of Directors means the Board of Directors of the Company as it
may be constituted from time to time.
2.4 Code means the Internal Revenue Code of 1986, as amended, and any
lawful regulations or other pronouncements promulgated thereunder. Whenever a reference is made
herein to a specific Code Section, such reference shall be deemed to include any successor Code
Section having the same or a similar purpose.
2.5 Committee means the Compensation Committee of the Board of Directors
as it may be constituted from time to time; provided that if at any time the Compensation Committee
is not composed solely of Outside Directors, Committee shall mean the committee consisting of at
least three (3) Outside Directors appointed by the Board of Directors to administer the Plan.
2.6 Company means Agilysys, Inc., an Ohio corporation, or any successor
organization.
2.7 Covered Employee means a Participant who is a covered employee
within the meaning of Code Section 162(m), which, generally means an individual who as of the last
day of the Fiscal Year is:
(a) the Chief Executive Officer of the Company, or
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(b) among the four highest compensated officers of the Company other than the Chief Executive Officer.
2.8 Eligible Employee has the meaning ascribed to such term in
Section 3.1.
2.9 Executive Officer means an executive officer of the Company or an
affiliated company.
2.10 Fiscal Year means a fiscal year of the Company.
2.11 Outside Director means any member of the Board of Directors who
meets the definition of outside director as contemplated under Code Section 162(m).
2.12 Participant means an Eligible Employee selected by the Committee
for participation in the Plan pursuant to Section 3.2.
2.13 Performance Goal(s) has the meaning ascribed to such term in
Section 5.1.
2.14 Plan means the Agilysys, Inc. Executive Officer Annual Incentive
Plan as it may be amended from time to time.
2.15 Taxable Year means a tax year of the Participant.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. All Executive Officers of the Company (each an Eligible
Employee) are eligible to participate in the Plan.
3.2 Participation. The following rules shall be applicable to
participation in this Plan by an Eligible Employee:
(a) Designation of Participants. Subject to
Subsection (b) below, the Committee shall, in its discretion,
designate for a Fiscal Year which Eligible Employees, if any, will
participate in the Plan for such Fiscal Year. Each Eligible
Employee approved for participation will be notified of the
selection as soon after approval as is practicable.
(b) No Right To Participate. No Participant or Eligible
Employee has, or at any time will have any right hereunder to be
selected for current or future participation in the Plan.
Notwithstanding the foregoing or any other provision hereof, the
Committees right to select Participants shall be subject to the
terms of any employment agreement between the Company and the
Participant or Eligible Employee.
ARTICLE IV
PLAN ADMINISTRATION
4.1 Responsibility. The Committee shall have total and exclusive
responsibility to control, operate, manage and administer the Plan in accordance with its terms.
4.2 Authority of the Committee. The Committee shall have all the authority
that may be necessary or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the foregoing, with respect to the Plan generally and each
Fiscal Year individually, the Committee shall have the exclusive right to (a) interpret the Plan,
(b) determine eligibility for participation in the Plan, (c) decide all questions concerning
eligibility for and the amount of Awards payable under the Plan, (d) establish Performance Goal(s)
under the Plan and, before payment of any Award hereunder, evaluate performance and certify whether Performance Goal(s) and
any other material terms were in fact satisfied, (e) construe any ambiguous provision of the Plan,
(f) correct any default,
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(g) supply any omission, (h) reconcile any inconsistency, (i) issue
administrative guidelines as an aid to administer the Plan, (j) make regulations for carrying out
the Plan and to make changes in such regulations as it from time to time deems proper,
(k) promulgate such administrative forms as it from time to time deems necessary or appropriate for
administration of the Plan, and (1) decide any and all questions arising in the administration,
interpretation and application of the Plan and related documents.
4.3 Discretionary Authority. The Committee shall have full discretionary
authority in all matters related to the discharge of its responsibilities and the exercise of its
authority under the Plan including, without limitation, its construction of the terms of the Plan
and related documents and its determination of eligibility for participation and Awards under the
Plan. It is the intent of the Company in establishing the Plan that the decisions of the Committee
and its action with respect to the Plan will be final, binding and conclusive upon all persons
having or claiming to have any right or interest in or under the Plan.
ARTICLE V
PERFORMANCE GOAL(S) AND MEASUREMENT
5.1 Establishment of Performance Goal(s). On or before the 90th day of
each Fiscal Year, and while the outcome is substantially uncertain, the Committee shall, in
writing, (a) establish the objective Performance Goal(s) applicable to such Fiscal Year, including
the amount of or method of calculating the Award that may be payable to each Participant under the
Plan and (b) identify the Participant or group of Participants to whom such Performance Goal(s) are
applicable in accordance with Section 3.2. In the event more than one Performance Goal for such
Fiscal Year is established, the Committee shall also establish in writing the relative weighting of
each Performance Goal.
A Performance Goal is a target level or levels of performance for a Fiscal
Year, which may be based on one or more business criteria that apply to the Participant, a business
unit, or the Company and related entities as a whole. The business criteria which the Committee may
use under this Plan are stock price, revenue, operating profit, operating income, market share,
sales, profitability, earnings per share, return on equity, return on capital, return on invested
capital, costs or other similar objective measures. The Committee may design the Performance
Goal(s) in a manner that is dependent upon whether the Performance Goal(s) for such Fiscal Year
were attained (all or nothing) or that provides for different levels of payment dependent upon the
level of attainment of the Performance Goal(s) for such Fiscal Year, as a whole or independently.
Payments will not be made if the applicable Performance Goal(s) are not attained. The Committee
shall retain the discretion to change the targets under the Performance Goal(s) subject to any
restrictions of Code Section 162(m).
A Performance Goal is considered objective if a third party having knowledge
of the relevant performance results could calculate the amount to be paid to the employee. To be
objective, the formula must preclude Committee discretion to increase the amount of Award that
would otherwise be due upon attainment of the Performance Goal.
ARTICLE VI
PAYMENT OF AWARDS
6.1 Eligibility for Payment of Award. Awards under this Plan will be paid
for each Fiscal Year solely following the Committees certification of the attainment of the
objective Performance Goal(s), as established under Section 5.1. To the extent Awards are payable,
Awards only shall be paid to Participants who were employed by the Company (a) on the last day of
the Fiscal Year, but (b) provided that the Award will be forfeited if the Participant is terminated
for cause prior to payment, and (c) except as otherwise permitted under Section 6.4.
6.2 Certification of Attainment of Performance Goal(s). As soon as
practicable after the Companys financial results for the Fiscal Year have been approved by the
Board of Directors or the Audit Committee of the Board of Directors, the Committee will certify in
writing whether the Performance Goal(s) established for the Fiscal Year and other material terms
were, in fact, satisfied.
6.3 Form and Time of Payment. Awards shall be paid in cash, as soon as
reasonably practicable after the Committees certification of the attainment of the Performance
Goal(s) and other material terms, subject to such terms, conditions, restrictions and limitations
as the Committee may determine, provided that such terms, conditions,
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restrictions and limitations
are not inconsistent with the terms of the Plan. Notwithstanding the foregoing sentence, Awards
shall be paid no later than the later of (i) the date that is 2 1/2 months from the end of the
Participants first Taxable Year in which the amount is no longer subject to a substantial risk of
forfeiture or (ii) the date that is 2 1/2 months from the end of the Companys first Fiscal Year in
which the amount is no longer subject to a substantial risk of forfeiture, or such other date as is
approved by the Internal Revenue Service or the Secretary of the Treasury for the Plan to satisfy
the short-term deferral exception to the nonqualified deferred compensation rules of Code
Section 409A.
6.4 Termination of Employment Due to Disability, Death or Certain Other
Events. If (a) a Participants employment is terminated during a Fiscal Year by reason of his
disability or death, or subject to the limitations of Code Section 162(m), if applicable, his
involuntary termination of employment not for cause or voluntary termination for good reason as
defined in any employment agreement or similar agreement with the Participant or his retirement,
and (b) the Participant has been a Participant in the Plan for at least three months of such Fiscal
Year, the Participant will be eligible to receive a prorated Award for the Fiscal Year in which
such termination of employment occurs.
6.5 Limitations on Awards. Notwithstanding any provision herein to the
contrary, (a) no Award will be paid to any Participant for a Fiscal Year in which performance fails
to attain or exceed any minimum level established for the relevant Performance Goal(s); and (b) no
Award to a Participant for a Fiscal Year may exceed $5,000,000. In addition, the payment of any
Awards under this Plan may be made to a Participant by the Company in any manner appropriate to
secure the deductibility thereof. Furthermore, no Award shall be payable under this Plan to any
Covered Employee prior to approval of this Plan by the shareholders of the Company.
6.6 Recoupment of Bonuses, Incentives and Gains and Cancellation of Equity
Awards Related to Certain Financial Restatements. Effective April 1, 2010, if the Board of
Directors or an appropriate Committee determines that the Companys financials are restated due
directly or indirectly to fraud, ethical misconduct, intentional misconduct or a breach of
fiduciary duty by one or more Executive Officers or Vice Presidents, then the Board of Directors or
Committee will have the sole discretion to take such action, as permitted by law, as it deems
necessary to recover all or a portion of any bonus or incentive compensation paid in respect of any
Awards and recoup any gains realized in respect of equity-based Awards, and cancel any stock-based
Awards granted, provided recoveries cannot extend back more than three years.
ARTICLE VII
MISCELLANEOUS
7.1 Employment. Nothing in this Plan will interfere with or limit in any
way the right of the Company to terminate a Participants employment at any time, nor confer upon
any Participant any right to continue in the employ of the Company.
7.2 Nonassignability. No Award under this Plan may be subject in any
manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and
distribution), assignment, pledge or encumbrance, nor may any Award be payable to anyone other than
the Participant to whom it was granted (other than by will or the laws of descent and
distribution).
7.3 Laws Governing. This Plan is to be construed in accordance with and
governed by the laws of the State of Ohio.
7.4 Withholding Taxes. The Company may deduct from all payments under this
Plan any federal, state, local or other taxes or other amounts required by law to be withheld with
respect to such payments.
7.5 Plan Binding on Company and Successors. This Plan will be binding upon
and inure to the benefit of the Company, its successors and assigns and each Participant and his or
her beneficiaries, heirs, executors, administrators and legal representatives.
7.6 Amendment and Termination. The Board of Directors may suspend or
terminate this Plan at any time with or without prior notice. In addition, the Board of Directors
may, from time to time and with or without prior notice, amend this Plan in any manner but may not
without shareholder approval adopt any amendment that would require the vote of the shareholders of
the Company pursuant to applicable laws, regulations or exchange requirements.
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7.7 Compliance with Section 162(m). With regard to all Covered Employees,
the Plan shall for all purposes be interpreted and construed in order to assure compliance with the
provisions of Code Section 162 (m). If any provision of this Plan would cause the Awards granted to
a Covered Employee not to constitute qualified performance-based compensation under Code
Section 162(m) for any Fiscal Year, that provision, insofar as it pertains to the Covered Employee,
shall be severed from, and shall be deemed not to be a part of this Plan, but the other provisions
hereof shall remain in full force and effect.
7.8 Eligibility of Employees of Related Entities. Notwithstanding any
provision of this Plan to the contrary, the Committee may designate an employee of a company
related to the Company to be an Eligible Employee under the Plan provided the relationship of the
other company to the Company would result in both being part of an affiliated group of corporations
for purposes of Section 162(m).
7.9 Mid-Year Eligibility. In the event an Eligible Employee commences
employment (or an employee is promoted to a position so as to make him an Eligible Employee) after
the expiration of the applicable 90-day period described in Section 5.1, the Committee may, in its
discretion, identify such individual as a Participant for a portion of such Fiscal Year and modify
the Performance Goal(s) in a manner that is reflective of the individuals period of participation
within such Fiscal Year, subject to the application of Code Section 162(m).
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