exv10w24



 







Exhibit 10.24









RadiSys Corporation

5445 NE Dawson Creek Drive

Hillsborn, OK 97124

(503) 615-1100

(503) 615-1150 fax

www.radisys.com




September 16,
2002




PERSONAL AND CONFIDENTIAL




Mr. Scott Grout

5227 Lincolnshire

Dallas, TX 75287

Phone 972.733.0857




Dear Scott,



On behalf of the RadiSys Corporation Board of Directors, I am pleased to make you a
contingent offer to serve as President and Chief Executive Officer,
and a member of our Board of Directors.
This offer is contingent upon the successful results of our reference checks, which we have
not yet completed at your request. We anticipate completing those reference checks by no later
than Sept 23rd, assuming your references are available to speak with us, and will let you
know whether the results were successful at or before that time. If the results of the reference checks
are successful, your compensation and benefits as President and Chief Executive Officer would
be as outlined in this letter. I will be serving as Chairman of the Board of RadiSys to work
closely with you.



Your base
salary would be $375,000, payable bi-weekly. Your annual incentive
compensation plan target would be $220,000 or 58.6% of your base pay. This means your total compensation would be $595,000 if you meet your incentive
goals. We would guarantee your bonus at target for Q402 pro-rated for proportion
of the quarter when you were employed by RadiSys. The 2003 goals would be
agreed upon with the compensation committee of the Board . Your 2003 goals should
be of the same structure as the balance of your executive team. The
CEO, Executives and senior
directors would have to achieve several specific objectives (MBO’s) in order to earn their full
incentive bonus or to exceed it. We expect there should be upside in the design of the incentive plan.
The new CEO will have significant input into the design of the 2003 plan.



You would also be granted 350,000 stock options under our Stock Incentive Plan. The term
of the option would be seven years, with shares vesting one-third on the first anniversary
and in equal monthly increments thereafter until fully vested on the third anniversary. The
exercise price would be the last-trade price on the date you start work at RadiSys. As much of
the options as permitted by law will be granted as ISO options, with the remainder issued as
nonqualified options. You would be eligible for your first refresh grant at the time of the first
yearly company
refresh process after your one year anniversary.




 









 







RadiSys
would provide you with $90,000 for relocation assistance. All or a portion of this
amount would be grossed up as necessary to make this tax neutral to you and your family.
This amount is meant to cover all relocation related expenses
including reasonable time to sell your house
in Dallas. This payment would be included with your normal payroll checks within the
first month of employment. Relocation assistance must be repaid on a pro-rated basis if you
voluntarily terminate employment within 24 months of your date of hire. You may want to
consult your own tax advisor for more extensive information. In addition, RadiSys will
introduce you to our principle bank and assist you to the extent possible under applicable law to
obtain bridge or other financing to facilitate
your move to Oregon. We have just contacted
Glenna Olson, who is the Senior Vice President and Managing Director of the Private Banking
group of US Bank, and she represented that there should be no problem as long as you do
not
have any overall credit issues. She can be reached at 503-275-4160 or you can also deal with
her associate, Laurie Wooley at 503-275-3932.



In addition, the company offers an Employee Stock Purchase Program (ESPP) which
allows you
to purchase stock in the company at a discount. As an executive, you would be subject
to our
stock ownership policy, a copy of which is also enclosed.



Our benefits plan includes medical with Aetna; dental with ODS, and vision insurance with
Vision Service Plan (VSP). RadiSys pays 100% of the cost of your insurance program and offers
dependent coverage under the medical, dental, and vision insurance at a minimal cost to you. In
keeping with our commitment to a smoke-free workplace, we do charge a
nominal premium for employees or insured
dependents that smoke. You would also be eligible to participate in additional executive benefit programs
including Executive Physical, Financial and Tax Planning, and an Executive Deferred Compensation Plan.



Term life
insurance equal to twice your annual base salary, capped at $600,000.,and
long term disability insurance would also be included in your benefit package. The
company sponsors a 401(k) plan, with a company match. After you accumulate 1,000 hours
of service in a calendar year, the Company will match $0.50 for every dollar you
contribute up to the first 6% of compensation provided that you are employed on
December 31 of that year.






You would be eligible for an Executive Change of Control Agreement identical in
form to the Executive Change of Control Agreement currently in effect with our Chief
Financial Officer. That agreement would provide for severance and accelerated option
vesting if there is a change of control and your employment is terminated without
cause, as those terms are defined in the agreement, contingent upon receipt of a
release. A brief summary of the key terms is:





12 months
base salary severance if a termination without cause occurs, as defined in the
agreement, as a result of a change of control for a specified period; and all your unyested
options would accelerate. This severance would be contingent upon
receipt of a release.


RadiSys Corporation is an at-will employer. Either the employee or the Company can terminate
the employment relationship at any time with or without cause,
reason, or notice. However, if




 









 







you are
terminated without cause the company’s current practice is to pay its executives 6
months
base salary severance, contingent upon receipt of a release. In your case, the severance amount
would be 12 months, contingent upon receipt of a release.



We understand that you are indebted to your current employer in the amount of $98,000
secured by 2.4 million Chorum shares. We would hope, after good faith negotiations on
your part, your current employer will accept forgiveness of your loan. If this line of
discussion isn’t fruitful perhaps some of your stock in your employer could be offered
as full repayment of that loan. Our
bank could also look at bridging the loan for a longer period of time in
 combination with some stock return. I have not received support from our compensation
committee for your idea of potential service on the Chorum Board as a back-up method to
relieve the loan. We would be more open, if it becomes absolutely necessary, to a fair
split between an amount of stock surrender on your part with some one time hiring bonus on our
part used to pay off the loan.



Please read and sign the enclosed Employee Agreement and this offer letter and return both to me. By signing, you acknowledge that you
accept the terms set forth in this letter upon
notification that the reference checks have been successfully completed. The terms of this letter will remain
valid for 1 week following the date of this letter. Employment
will also be contingent upon your satisfactorily
passing a background check and pre-employment drug test.



Scott, I am personally delighted at the prospect of working with you. Please do not
hesitate to call me if I can answer any questions.




Sincerely,




     /s/
Scott Gibson



Scott Gibson, Director and Chair of CEO Search Committee




Accepted:




	 	 	 
	/s/ Scott Gibson

	 	9/19/02

	 
 Signature

	 	Date