exv10w18



 





Exhibit 10.18




AMENDED AND RESTATED

EXECUTIVE CHANGE OF CONTROL AGREEMENT




February 27, 2007




	 	 	 
	Scott C. Grout

9137 NW McKenna Drive

Portland, OR 97229

	 	Executive
	 
	 	 
	RadiSys Corporation

an Oregon corporation

5445 NE Dawson Creek Parkway

Hillsboro, Oregon 97124

	 	the Company






     1. Employment Relationship. Executive is currently employed by the Company as President and
Chief Executive Officer. Executive and the Company acknowledge that either party may terminate this
employment relationship at any time and for any or no reason, provided that each party complies
with the terms of this Agreement.



     2. Release of Claims. In consideration for and as a condition precedent to receiving the
severance benefits outlined in this Agreement, Executive agrees to execute a Release of Claims in
the form attached as Exhibit A (“Release of Claims”). Executive promises to execute and deliver the
Release of Claims to the Company within the later of (a) 21 days (or, if required by applicable
law, 45 days) from the date Executive receives the Release of Claims or (b) the last day of
Executive’s active employment.



     3. Compensation Upon Termination Following a Change of Control; Noncompetition. In
the event of a Termination of Executive’s Employment (as defined in Section
6.1) (i) by the Company other than for Cause (as defined in Section 6.2), death
or Disability (as defined in Section 6.4), or (ii) by Executive for Good
Reason, and provided any of the events identified in the preceding clauses
(i) and (ii) occurs within 12 months following a Change of Control (as defined in
Section 6.3 of this Agreement) or within three months preceding a Change of
Control, and contingent upon Executive’s execution of the Release of Claims without
revocation and compliance with Section 9, and, with respect to the Remaining Payments
(as defined below), continued compliance with the provisions of Section 3.1(a),
Executive shall be entitled to the following benefits:



          3.1 As severance pay and in lieu of any other compensation for periods subsequent to the date
of termination, the Company shall pay Executive a total amount in cash equal to twelve (12) months
of Executive’s annual base pay at the highest annual rate in effect at any time within the 12-month
period preceding the date of termination (the “Base Severance”), payable as follows: (a) 25% of the
Base Severance (the “First Payment”) will be paid in a single payment after employment has ended
and eight days have passed following execution of the Release of Claims without revocation, and (b)
the remaining 75% of the Base Severance (the














 







“Remaining Payments”) will be paid in periodic payments on regular paydays over twelve months
beginning on the first regular payday following payment of the First Payment. Notwithstanding the
preceding sentence, Base Severance shall not be payable any earlier than the earlier of (i) the
date that is six months and one day following Executive’s date of termination or (ii) the date of
Executive’s death, at which time the Company shall pay all delayed payments to Executive in a lump
sum payment. Payment of the Remaining Payments is subject to the following restrictions:





     (a) During the period of the Remaining Payments, Executive agrees that
Executive will not individually, and will not serve as or become a director,
officer, partner, limited partner, employee, agent, representative, material
stockholder (greater than ten percent (10%) of a company’s outstanding shares),
creditor, or consultant of or to, or serve in any other capacity with any
business worldwide which shall in any manner:




          (i) Engage or prepare to engage in any business which competes directly
with the Company; or




          (ii) Solicit, hire or otherwise assist in any effort that attempts to
employ or otherwise utilize the services of any employee of the Company.




For purposes of subclause (i), any company named as a competitor in the “Competition”
section of the Company’s most recent Annual Report on Form 10-K will be deemed to be
engaged in a business which competes directly with the Company; provided however, if a
company so named as a competitor had revenues in its last fiscal year in excess of
five times the Company’s revenues in its last fiscal year, and only a division or
business unit representing less than half of such competitor’s revenues is engaged in
a business which competes directly with the Company, only such division or business
unit shall be deemed to be a competitor for purposes of subclause (i).




     (b) Executive acknowledges and agrees that the time, scope, worldwide
geographic area, and other provisions of this Section 3.1 are
reasonable under the circumstances. Executive further agrees that if, at any
time, despite the express agreement of the parties hereto, a court of competent
jurisdiction holds that any portion of this Section 3.1 is unenforceable for
any reason, the maximum restrictions of time, scope, or geographic
area reasonable under the circumstances, as determined by such court, will be
substituted for any such restrictions held unenforceable.



          3.2 As an additional severance benefit, the Company will provide Executive with up to twelve
(12) months of continued coverage pursuant to COBRA under the Company’s group health plan at the
level of benefits (whether single or family coverage) previously elected



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by Executive immediately before the Termination of Executive’s Employment and to the extent that
Executive elects to continue coverage during such 12-month period.



          3.3 All stock options, stock appreciation rights, restricted stock, restricted stock units,
performance shares, performance units and other similar awards granted to Executive under the
Company’s 1995 Stock Incentive Plan, 2001 Nonqualified Stock Option Plan or any other similar
incentive plan shall vest in full; all stock options, stock appreciation rights and other similar
purchase rights shall be immediately exercisable in full in accordance with the applicable
provisions of the relevant award agreement and plan; and any risk of forfeiture included in any
restricted stock, restricted stock unit, performance share, performance unit or other similar award
shall immediately lapse (all such accelerated vesting and lapsing of any risk of forfeiture is
hereinafter referred to as the “Acceleration”). Stock options that are not incentive stock options
under the Internal Revenue Code of 1986, as amended (the “Code”), and stock appreciation rights
shall also be amended to permit Executive to exercise such stock options and stock appreciation
rights for a period of time equal to the shorter of (i) the period of 90 days after the date of
Executive’s termination; or (ii) the longer of (A) the period ending on the 15th day of the 3rd
calendar month following the date at which the stock option or stock appreciation right would
otherwise have expired due to Executive’s termination based on the terms of the stock option or
stock appreciation right at the original grant date or (B) December 31 of the calendar year in
which the stock option or stock appreciation right would otherwise have expired due to Executive’s
termination based on the terms of the stock option or stock appreciation right at the original
grant date. Such vesting and extension of stock options and stock appreciation rights shall occur
notwithstanding any provision in any plan or award agreement which provides a shorter period of
exercise following termination of employment, and such vesting and lapsing of any risk of
forfeiture shall occur notwithstanding any provision in any plan or award agreement to the
contrary. Any restricted stock unit, performance share, or performance unit that vests, becomes
immediately exercisable in full, or is no longer subject to a risk of forfeiture pursuant to this
clause (c) shall be paid or settled at such time and in such manner so as to be exempt from the
requirements of Code Section 409A or, to the extent that it cannot be so paid or settled, shall
comply with the requirements of Code Section 409A.




          3.4 Notwithstanding any other provision in this Agreement, in the event that Executive would
receive a greater after-tax benefit from the Capped Benefit (as defined below) than from the
payments (including the monetary value of any non-cash benefits and the Acceleration) otherwise
payable pursuant to this Agreement (the “Specified Benefits”), the Capped Benefit shall be paid to
Executive and the Specified Benefits shall not be paid. The “Capped Benefit” equals the Specified
Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits
from being subject to the excise tax imposed by Code Section 4999 or any successor provision. In
determining the “Capped Benefit,” the Company shall reduce or eliminate the Specified Benefits,
first by reducing or eliminating the portion of the Specified Benefits that is payable in cash,
including by reducing or eliminating the Base Severance, second by reducing or eliminating the
portion of the Specified Benefits that is not payable in cash (other than Specified Benefits as to
which Treasury Regulations Section 1.280G-1 Q/A – 24(c) (or any successor provision thereto)
applies (“Q/A-24(c) Payments”)), and third by reducing or eliminating Q/A-24(c) Payments (including
by reducing or eliminating the Acceleration). In the event that any Q/A-24(c) Payment or
Acceleration is to be reduced, such Q/A-24(c) Payment or Acceleration shall be reduced or cancelled
in the reverse order of



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the date of grant of the awards. For purposes of determining whether Executive would receive a
greater after-tax benefit from the Capped Benefit than from the Specified Benefits there shall be
taken into account any excise tax that would be imposed under Code Section 4999 and all federal,
state and local taxes required to be paid by Executive in respect of the receipt of such payments,
assuming that such payments would be taxed at the highest marginal rate applicable to individuals
in the year in which the benefits are to be paid or such lower rate as Executive advises the
Company in writing is applicable to Executive. The independent public accounting firm serving as
the Company’s auditing firm immediately prior to the effective date of the Change of Control (the
“Accountants”) shall make in writing in good faith, subject to the terms and conditions of this
Section 3.4, all calculations and determinations under this Section, including the assumptions to
be used in arriving at such calculations and determinations, whether any Specified Benefits are to
be reduced, and the manner and amount of any reduction in the Specified Benefits. For purposes of
making the calculations and determinations under this Section, the Accountants may make reasonable
assumptions and approximations concerning the application of Code Sections 280G and 4999.
Executive shall furnish to the Accountants and the Company such information and documents as the
Accountants or the Company may reasonably request to make the calculations and determinations
under this Section. The Company shall bear all fees and costs the Accountants may reasonably
charge or incur in connection with any calculations contemplated by this Section. The Accountants
shall provide its determination, together with detailed supporting calculations regarding any
relevant matter, both to the Company and to Executive by no later than ten (10) days following the
Executive’s date of termination. The reduction or elimination of the Remaining Payments pursuant
to this Section 3.4 shall not release Executive from his obligations under Section 3.1.



     4. Withholding; Subsequent Employment.



          4.1 Withholding. All payments provided for in this Agreement are subject to applicable
withholding obligations imposed by federal, state and local laws and regulations.



          4.2 Offset. Except as provided in Section 3, the amount of any payment provided
for in this Agreement shall not be reduced, offset or subject to recovery by the Company by reason
of any compensation earned by Executive as the result of employment by another employer after
termination.



     5. Other Agreements. If cash severance pay is payable to Executive under this
Agreement, cash severance pay shall not be payable to Executive under any other agreement with the
Company in effect at the time of termination (including but not limited to any employment
agreement).



     6. Definitions.



          6.1 Termination of Executive’s Employment. Termination of Executive’s Employment means that
(i) the Company has terminated Executive’s employment with the Company (including any subsidiary
of the Company) other than for Cause (as defined in Section 6.2), death or Disability (as defined
in Section 6.4), or (ii) Executive, by written notice to the Company, has
terminated his employment with the Company (including any subsidiary



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of the Company) for Good Reason (as defined below). For purposes of this Agreement, “Good Reason”
means:




     (a) a significant reduction by the Company or the surviving company in
Executive’s base pay from the highest annual rate in effect at any time within
the 12-month period preceding the Change of Control, other than a salary
reduction that is part of a general salary reduction affecting employees
generally;




     (b) a significant reduction by the Company or the surviving company in
total benefits available to Executive under cash incentive, stock incentive
and other employee benefit plans after the Change of Control compared to the
total package of such benefits as in effect immediately prior to the Change of
Control;




     (c) the Company or the surviving company requires Executive to be based
more than 25 miles from where Executive’s office is located immediately prior
to the Change of Control except for required travel on Company business to an
extent substantially consistent with the business travel obligations which
Executive undertook on behalf of the Company immediately prior to the Change of
Control; or




     (d) the assignment of Executive to a different title, job or
responsibilities that results in a material decrease in the level of
responsibility of Executive with respect to the surviving company after the
Change of Control when compared to Executive’s level of responsibility for the
Company’s operations prior to the Change of Control, provided that Good Reason
shall not exist if Executive continues to have substantially the same or a
greater general level of responsibility with respect to the former operations
of the Company after the Change of Control as Executive had immediately prior
to the Change of Control even if the former such operations are a subsidiary or
division of the surviving company.



          6.2 Cause. Termination of Executive’s Employment for “Cause” shall mean termination upon (a)
the willful and continued failure by Executive to perform substantially Executive’s reasonably
assigned duties with the Company (other than any such failure resulting from Executive’s incapacity
due to physical or mental illness) after a demand for substantial performance is delivered to
Executive by the Board of Directors which specifically identifies the manner in which the Board of
Directors believes that Executive has not substantially performed Executive’s duties or (b) the
willful engaging by Executive in illegal conduct which is materially and demonstrably injurious to
the Company. No act, or failure to act, on
Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive
without reasonable belief that Executive’s action or omission was in, or not opposed to, the best
interests of the Company. Any act, or failure to act, based upon authority given pursuant to a



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resolution duly adopted by the Board of Directors shall be conclusively presumed to be done, or
omitted to be done, by Executive in the best interests of the Company.



          6.3 Change of Control. A Change of Control shall mean that one of the following events has
taken place:




     (a) The shareholders of the Company approve one of the following:




          (i) Any merger or statutory plan of exchange involving the Company
(“Merger”) in which the Company is not the continuing or surviving corporation
or pursuant to which Common Stock would be converted into cash, securities or
other property, other than a Merger involving the Company in which the holders
of Common Stock immediately prior to the Merger continue to represent more than
50 percent of the voting securities of the surviving corporation after the
Merger; or




          (ii) Any sale, lease, exchange, or other transfer (in one transaction or
a series of related transactions) of all or substantially all of the assets of
the Company.




     (b) A tender or exchange offer, other than one made by the Company, is
made for Common Stock (or securities convertible into Common Stock) and such
offer results in a portion of those securities being purchased and the offeror
after the consummation of the offer is the beneficial owner (as determined
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), directly or indirectly, of securities representing more
than 50 percent of the voting power of outstanding securities of the Company.




     (c) The Company receives a report on Schedule 13D of the Exchange Act
reporting the beneficial ownership by any person, or more than one person
acting as a group, of securities representing more than 50 percent of the
voting power of outstanding securities of the Company, except that if such
receipt shall occur during a tender offer or exchange offer described in (b)
above, a Change of Control shall not take place until the conclusion of such
offer.


Notwithstanding anything in the foregoing to the contrary, no Change of Control shall be deemed to
have occurred for purposes of this Agreement by virtue of any transaction which results in
Executive, or a group of persons which includes Executive, acquiring, directly or indirectly,
securities representing 20 percent or more of the voting power of outstanding securities of the
Company.




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          6.4 Disability. “Disability” means Executive’s absence from Executive’s full-time duties with
the Company for 180 consecutive days as a result of Executive’s incapacity due to physical or
mental illness, unless within 30 days after notice of termination by the Company following such
absence Executive shall have returned to the full-time performance of Executive’s duties. This
Agreement does not apply if the Executive is terminated due to Disability.




     7. Successors; Binding Agreement. This Agreement shall be binding on and inure to the benefit
of the Company and its successors and assigns. This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive’s legal representatives, executors, administrators and
heirs.



     8. Entire Agreement. The Company and Executive agree that the foregoing terms and conditions
constitute the entire agreement between the parties relating to the termination of Executive’s
employment with the Company under the conditions described in Section 3, that this Agreement
supersedes and replaces any prior agreements relating to the matters covered by this Agreement,
specifically the Executive Change of Control Agreement by and between Executive and the Company
dated October 15, 2002, and that there exist no other agreements between the parties, oral or
written, express or implied, relating to any matters covered by this Agreement.



     9. Resignation of Corporate Offices; Reasonable Assistance. Executive will resign Executive’s
office, if any, as a director, officer or trustee of the Company, its subsidiaries or affiliates
and of any other corporation or trust of which Executive serves as such as a representative of the
Company at the request of the Company, effective as of the date of termination of employment.
Executive further agrees that, if requested by the Company or the surviving company following a
Change of Control, Executive will continue his employment with the Company or the surviving company
for a period of up to six months following the Change of Control in any capacity requested,
consistent with Executive’s area of expertise, provided that the Executive receives the same salary
and substantially the same benefits as in effect prior to the Change of Control. Executive agrees
to provide the Company such written resignation(s) and assistance upon request and that no
severance will be paid until after such resignation(s) or services are provided.



     10. Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Oregon, without regard to its conflicts of laws provisions.



     11. Amendment. No provision of this Agreement may be modified unless such modification is
agreed to in a writing signed by Executive and the Company.



     12. Severability. Except as otherwise provided in Section 3.1, if any of the provisions or
terms of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other terms of this Agreement, and this Agreement shall be
construed as if such unenforceable term had never been contained in this Agreement.



     13. Code Section 409A. The parties intend that this Agreement and the severance pay and other
benefits provided hereunder comply with Code Section 409A to the extent



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applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement
shall be interpreted and construed consistent with this intent, and the Company reserves the right
to amend or modify this Agreement without the consent of Executive to the extent deemed necessary
or appropriate to effectuate this intent or otherwise to comply with Code Section 409A, provided
that the Company shall use reasonable efforts to provide written notice to Executive within ten
(10) days of the date an amendment pursuant to this Section 13 is adopted by the Company, which
notice shall include a copy of the amendment and shall provide a general description of the terms
of the amendment and of the basis for the determination that such amendment is necessary or
appropriate to comply with Code Section 409A.



     14. Costs and Attorneys’ Fees. In the event of any administrative or civil action brought by
Executive to enforce the provisions of this Agreement, the Company shall pay Executive’s reasonable
attorneys’ fees through trial and/or on appeal.



	 	 	 	 	 	 	 	 	 
	RADISYS CORPORATION

	 	 	 	 	 	 
	 
	By:
	 	/s/ C. Scott Gibson	 	 	 	/s/ Scott C. Grout	 	 
	 

	 	 

C. Scott Gibson

Chairman of the Board
	 	 	 	


Scott C. Grout
	 	 






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EXHIBIT A




RELEASE OF CLAIMS




1. Parties.




     The parties to Release of Claims (hereinafter “Release”) are Scott C. Grout and RadiSys
Corporation, an Oregon corporation, as hereinafter defined.



     1.1 Executive and Releasing Parties.



          For the purposes of this Release, “Executive” means Scott C. Grout, and
“Releasing Parties” means Executive and his attorneys, heirs, legatees, personal representatives,
executors, administrators, assigns, and spouse.




     1.2 The Company and the Released Parties.



          For the purposes of this Release the “Company” means RadiSys Corporation, an Oregon
corporation, and “Released Parties” means the Company and its predecessors and successors,
affiliates, and all of each such entity’s officers, directors, employees, insurers, agents,
attorneys or assigns, in their individual and representative capacities.




2. Background And Purpose.




     Executive was employed by the Company. Executive’s employment is ending effective
                    under the conditions described in Section 3 of the Amended and Restated Executive
Change of Control Agreement (“Agreement”) by and between Executive and the Company dated February
27, 2007.



     The purpose of this Release is to settle, and the parties hereby settle, fully and finally,
any and all claims the Releasing Parties may have against the Released Parties, whether asserted or
not, known or unknown, including, but not limited to, claims arising out of or related to
Executive’s employment, any claim for reemployment, or any other claims whether asserted or not,
known or unknown, past or future, that relate to Executive’s employment, reemployment, or
application for reemployment.



3. Release.




          In consideration for the payments and benefits set forth in Section 3 of the Agreement and
other promises by the Company all of which constitute good and sufficient consideration, Executive,
for and on behalf of the Releasing Parties, waives, acquits and forever discharges the Released
Parties from any obligations the Released Parties have and all claims the Releasing Parties may
have as of the Effective Date (as defined in Section 4 below) of this Release, including but not
limited to obligations and/or claims arising from the Agreement or any other document or oral
agreement relating to employment compensation, benefits, severance or post-employment issues.
Executive, for and on behalf of the Releasing Parties, hereby releases the Released Parties from
any and all claims, demands, actions, or causes of action,



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whether known or unknown, arising from or related in any way to any employment of or past failure
or refusal to employ Executive by the Company, or any other past claim that relates in any way to
Executive’s employment, compensation, benefits, reemployment, or application for employment, with
the exception of any claim Executive may have against the Company for enforcement of the Agreement.
This Release includes any and all claims, direct or indirect, which might otherwise be made under
any applicable local, state or federal authority, including but not limited to any claim arising
under state statutes dealing with employment, discrimination in employment, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family
and Medical Leave Act of 1993, the Equal Pay Act of 1963, Executive Order 11246, the Rehabilitation
Act of 1973, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Age
Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Fair Labor
Standards Act, the Oregon Fair Employment Practices Act, OR ST Section 659.030 et seq., Oregon wage
and hour laws, OR ST Section 652.010 et seq., the Oregon Family Leave Act, OR ST Section 659A.150
et seq., state wage and hour statutes, all as amended, any regulations under such authorities, and
any applicable contract (express or implied), tort, or common law theories. Further, Executive, for
and on behalf of the Releasing Parties, waives and releases the Released Parties from any claims
that this Release was procured by fraud or signed under duress or coercion so as to make the
Release not binding. Executive is not relying upon any representations by the Company’s legal
counsel in deciding to enter into this Release. Executive understands and agrees that by signing
this Release Executive, for and on behalf of the Releasing Parties, is giving up the right to
pursue any legal claims that Executive or the Releasing Parties may have against the Released
Parties. Provided, nothing in this provision of this Release shall be construed to prohibit
Executive from challenging the validity of the ADEA release in this Section of the Release or from
filing a charge or complaint with the Equal Employment Opportunity Commission or any state agency
or from participating in any investigation or proceeding conducted by the Equal Employment
Opportunity Commission or state agency. However, the Released Parties will assert all such claims
have been released in a final binding settlement.



     3.1 IMPORTANT INFORMATION REGARDING ADEA RELEASE. Executive understands and agrees
that:




	 	(a)	 	this Release is worded in an understandable way;
	 
	 	(b)	 	claims under the ADEA that may arise after the date of this Release are not waived;
	 
	 	(c)	 	the rights and claims waived in this Release are in exchange for additional consideration
over and above any consideration to which Executive was already undisputedly entitled;
	 
	 	(d)	 	Executive has been advised to consult with an attorney prior to executing this Release
and has had sufficient time and opportunity to do so;
	 
	 	(e)	 	Executive has been given a period of time of 21 days (or, if required by applicable law,
45 days) (the “Statutory Period”), if desired, to consider this Release and understands that
Executive may revoke his waiver and release of any ADEA




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	 	 	 	claims covered by this Release within seven (7) days from the date Executive executes
this Release. Notice of revocation must be in writing and received by RadiSys
Corporation, 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124 Attention: Vice
President, Human Resources within seven (7) days after Executive signs this Release;
	 
	 	(f)	 	any changes made to this Release, whether material or immaterial, will not restart the
running of the Statutory Period.





     3.2 Reservations Of Rights.



          This Release shall not affect any rights which Executive may have under any medical insurance,
disability plan, workers’ compensation, unemployment compensation, indemnifications, applicable
company stock incentive plan(s), or the 401(k) plan maintained by the Company.




     3.3 No Admission Of Liability.



          It is understood and agreed that the acts done and evidenced hereby and the release granted
hereunder is not an admission of liability on the part of Executive or the Company or the Released
Parties, by whom liability has been and is expressly denied.




4. Effective Date.




     The “Effective Date” of this Release shall be the eighth day after it is signed by
Executive.



5. No Disparagement.




     Executive agrees that henceforth Executive will not disparage or make false or adverse
statements about the Company or the Released Parties. The Company should report to Executive any
actions or statements that are attributed to Executive that the Company believes are disparaging.
The Company may take actions consistent with breach of this Release should it determine that
Executive has disparaged or made false or adverse statements about the Company or the Released
Parties.



     The Company agrees that henceforth the Company’s officers and directors will not disparage or
make false or adverse statements about Executive. Executive should report to the Company any
actions or statements that are attributed to the Company’s officers and directors that Executive
believes are disparaging. Executive may take actions consistent with breach of this Release should
it determine that the Company’s officers and directors have disparaged or made false or adverse
statements about Executive.



6. Confidentiality, Proprietary, Trade Secret And Related Information




     Executive acknowledges the duty and agrees not to make unauthorized use or disclosure of any
confidential, proprietary or trade secret information learned as an employee about the Company, its
products, customers and suppliers, and covenants not to breach that duty.



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Moreover, Executive acknowledges that, subject to the enforcement limitations of applicable law,
the Company reserves the right to enforce the terms of Executive’s Employee Agreement with the
Company and any section(s) therein. Should Executive, Executive’s attorney or agents be requested
in any judicial, administrative, or other proceeding to disclose confidential, proprietary or trade
secret information Executive learned as an employee of the Company, Executive shall promptly notify
the Company of such request by the most expeditious means in order to enable the Company to take
any reasonable and appropriate action to limit such disclosure.




7. Scope Of Release.




     The provisions of this Release shall be deemed to obligate, extend to, and inure to the
benefit of the parties; the Company’s parents, subsidiaries, affiliates, successors, predecessors,
assigns, directors, officers, and employees; and each party’s insurers, transferees, grantees,
legatees, agents, personal representatives and heirs, including those who may assume any and all of
the above-described capacities subsequent to the execution and Effective Date of this Release.



8. Entire Release.




     This Release and the Agreement signed by Executive contain the entire agreement and
understanding between the parties and, except as reserved in Sections 3 and 6 of this Release,
supersede and replace all prior agreements, written or oral, prior negotiations and proposed
agreements, written or oral. Executive and the Company acknowledge that no other party, nor agent
nor attorney of any other party, has made any promise, representation, or warranty, express or
implied, not contained in this Release concerning the subject matter of this Release to induce this
Release, and Executive and the Company acknowledge that they have not executed this Release in
reliance upon any such promise, representation, or warranty not contained in this Release.



9. Severability.




     Every provision of this Release is intended to be severable. In the event any term or
provision of this Release is declared to be illegal or invalid for any reason whatsoever by a court
of competent jurisdiction or by final and unappealed order of an administrative agency of competent
jurisdiction, such illegality or invalidity should not affect the balance of the terms and
provisions of this Release, which terms and provisions shall remain binding and enforceable.



10. References.




          The Company agrees to follow the applicable policy(ies) regarding release of employment
reference information.




11. Parties May Enforce Release.




     Nothing in this Release shall operate to release or discharge any parties to this Release or
their successors, assigns, legatees, heirs, or personal representatives from any rights, claims, or
causes of action arising out of, relating to, or connected with a breach of any obligation of any
party contained in this Release.



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12. Governing Law.




     This Release shall be construed in accordance with and governed by the laws of the State of
Oregon, without regard to its conflicts of laws provisions.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Dated:	 	 	 	 
	 

Scott C. Grout

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 
	     STATE OF OREGON

	 	      ) 	 	 
	 

	 	)ss.
	 	 
	County of                    

	 	) 	 	 






     Personally appeared the above named Scott C. Grout and acknowledged the foregoing
instrument to be his voluntary act and deed.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Before me:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	NOTARY PUBLIC – OREGON	 	 
	 	 	 	 	 	 	My commission expires:                                        	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	RADISYS CORPORATION	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	Dated:	 	 	 	 
	Its:

	 	 

	 	 
	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	On Behalf of RadiSys
Corporation and
“Company”	 	 	 	 	 	 	 	 







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