Non-competition Agreement

Exhibit 10.2 Non-Competition Agreement

AGILYSYS, INC. Name:
Position: Martin Ellis
Executive Vice President,
Corporate Development and
Investor Relations

IN CONSIDERATION OF the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the individual named above (" Employee" ) hereby agrees as follows:

1. Position . Agilysys, Inc. (" the Company" ) shall employ Employee in the position set forth above, with duties and responsibilities to be determined by the Company. The Company reserves the right to add to, subtract from, or otherwise change these duties, and to reassign Employee or change his/her title consistent with its business judgment of the best interests of the Company.

Employee shall use his or her best efforts at all times to promote, protect, and advance the best interests of the Company. Employee will devote his or her entire business time and attention to the Company, and will not promote the business or products of any other company or engage in any outside business activity without the prior written consent of the Company during his or her employment with the Company.

2. Compensation . Employee shall be compensated as deemed appropriate by the Company' s management. His/her salary and/or incentive pay shall be reviewed regularly and shall be subject to increases or decreases consistent with the Company' s assessments of performance, relative contribution, and/or the particular business conditions of the Company. Employee shall be eligible as per eligibility requirements and other plan provisions to participate in any and all employee benefit plans made available from time to time to the Company' s employees.

3. Duration . Employee may terminate this Agreement at any time and such termination shall be effective on the date of his or her notice, unless otherwise mutually agreed. Similarly, the Company has the right to terminate this Agreement and Employee' s employment at any time, with or without advance notice or cause. Should the Company terminate the Employee' s employment without cause, the Company will continue to pay the employee monthly base salary, target incentive and medical coverage for twelve (12) months (the " severance payments" ). In the event that (1) employee' s employment is terminated for cause or (2) employee voluntarily resigns from employment with the company, then the company shall have no obligation for severance payments under this provision. Absolutely no one except the President and Chief Operating Officer of the Company may change this " at will" relationship, and then only in writing. Employee acknowledges that any reliance on any representations, oral or otherwise, contrary to " at will" employment is unreasonable and shall not form the basis for any actions or forbearances on his or her part.

4. Nondisclosure . Employee agrees at all times to hold as secret and confidential any and all knowledge, technical information, business information, developments, trade secrets, know-how and confidences of the Company and of any third party who has entrusted its own such information to the Company, including, but not limited to, the following:

(a) any formula, pattern, device, plan, drawing, technical information, blueprint, data, diagram, model, specification, computer program, process or compilation of same which is, or is designed to be, used in the business of the Company or results from its activities;

(b) all business plans and/or strategies, financial information, customer and sales information, price lists, vendor information, cost information, and personnel information; and

(c) ideas, inventions, discoveries, and improvements, whether or not patentable, belonging to the Company or which Employee conceives or makes, alone or with others, during or relating to his/her employment with the Company, and which were made partially or wholly with the use of equipment, supplies, facilities or information of the Company, or were developed partially or wholly on the Company' s time (collectively, " Confidential Information" ). Employee agrees not to use this Confidential Inf ...