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EXHIBIT 10.2
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through June 6, 2000)
I. PURPOSE OF PLAN
As a means by which Employees may share in the Company's growth and
success, RadiSys Corporation (the "Company") believes that ownership of
shares of its Common Stock by its Employees is desirable. To this end,
and as an incentive to better performance and improved profits, the
Company has established the RadiSys Corporation 1996 Employee Stock
Purchase Plan (the "Plan").
The Company intends that the Plan will constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Code.
II. DEFINITIONS
Terms that are capitalized within this document shall have the meanings
as set forth in Exhibit A, unless otherwise specified within the text.
III. EMPLOYEE PARTICIPATION
PARTICIPATION
Subject to the provisions of this Section III, an Employee may elect to
participate in the Plan effective as of any Enrollment Date by completing
and filing a Payroll Deduction Authorization Form as provided in
Section IV. As of each Enrollment Date, the Company hereby grants a
right to purchase Shares under the terms of the Plan to each eligible
Employee who has elected to participate in the Offering commencing on
that Enrollment Date.
REQUIREMENTS FOR PARTICIPATION
A person shall become eligible to participate in the Plan on the first
Enrollment Date on which that person meets the following requirements:
a) The person is an Employee, and
b) The person's customary period of Employment is more than twenty
(20) hours per week.
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Any eligible Employee may enroll in the Plan as of the Enrollment Date of
any Offering by filing timely written notice of such participation,
subject to the following provisions:
(i) In order to enroll in the Plan initially, an eligible Employee
must complete, sign and submit to the Company the following forms:
(A) PAYROLL DEDUCTION AUTHORIZATION FORM Must be received by
the Company prior to 4:00 p.m., Pacific Time on the
Enrollment Date of an Offering to be effective for that
Offering.
(B) ESPP NEW ACCOUNT FORM This form must accompany the Payroll
Deduction Authorization Form submitted for enrollment in
the Plan. An ESPP New Account Form must be received by the
Company prior to 4:00 p.m., Pacific Time on the Enrollment
Date of an Offering to be effective for that Offering.
(ii) A Participant in an ongoing Offering may elect as of any
Enrollment Date to enroll in the new Offering commencing on that
Enrollment Date by filing a Payroll Deduction Authorization Form
making such election prior to 4:00 p.m. Pacific Time on the
Enrollment Date. An election by a current Participant to enroll
in a new Offering shall constitute a withdrawal, effective as of
such Enrollment Date, from the ongoing Offering and simultaneous
reenrollment in the new Offering. A reenrollment shall not affect
the purchase of Shares under the ongoing Offering occurring on the
Purchase Date immediately preceding the Enrollment Date. A
Participant may make an ongoing election to reenroll on any
Enrollment Date as of which the fair market value of the Shares
for purposes of Section VI is less than it was as of the
Enrollment Date for the Offering in which the Participant is
currently participating. Unless otherwise specified by the
Participant, any such ongoing reenrollment election shall be
subject to revocation; provided, however, that to be effective to
prevent reenrollment on any Enrollment Date, such revocation must
be received by the Company prior to 4:00 p.m. Pacific Time on the
Enrollment Date.
(iii) Absent withdrawal from the Plan pursuant to Section VII, a
Participant will automatically be re-enrolled in the Offering
commencing on the Enrollment Date immediately following the
expiration of the Offering of which that person is then a
Participant.
A Participant shall become ineligible to participate in the Plan and
shall cease to be a Participant when the Participant ceases to meet the
eligibility requirements as defined above.
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LIMITATIONS ON PARTICIPATION
No Employee may obtain a right to purchase Shares under the Plan if,
immediately after the right is granted, the Employee owns or is deemed to
own Shares possessing five percent (5%) or more of the combined voting
power or value of all classes of stock of the Company or any parent or
subsidiary of the Company. For purposes of determining share ownership,
the rules of Section 424(d) of the Code shall apply and Shares that the
Employee may purchase under any options or rights to purchase, whether or
not Vested, shall be treated as Shares owned by the Employee.
No Employee may obtain a right to purchase Shares under the Plan that
permits the Employee's rights to purchase Shares under the Plan and any
other employee stock purchase plan within the meaning of Section 423 of
the Code of the Company or any parent or subsidiary of the Company to
accrue at a rate which exceeds $25,000 in fair market value of Shares
(determined as of the Enrollment Date) for each calendar year of the
Offering. This section shall be interpreted to permit an Employee to
purchase the maximum number of Shares permitted under Section 423(b)(8)
of the Code and regulations and interpretations adopted thereunder.
The maximum number of Shares that an Employee may purchase in an Offering
shall not exceed 10,000 shares, no more than one-third of which may be
purchased on any Purchase Date on or prior to August 15, 2000, and no
more than one-sixth of which may be purchased on any Purchase Date after
August 15, 2000.
VOLUNTARY PARTICIPATION
Participation in the Plan shall be strictly voluntary.
IV. PAYROLL DEDUCTIONS
PAYROLL DEDUCTION AUTHORIZATION
An Employee may contribute to the Plan only by means of payroll
deductions. A Payroll Deduction Authorization Form must be filed with
the Company's stock administrator prior to 4:00 p.m. Pacific Time on the
Enrollment Date as of which the payroll deductions are to take effect.
AMOUNT OF DEDUCTIONS
A Participant may specify that the person desires to make contributions
to the Plan at a rate not less than 1% and not more than 15% of the
Compensation paid to the Participant during each pay period in the
Offering, or other such minimum or
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maximum percentages as the Plan Administrator shall establish from time
to time; provided, however, that a Participant in any Offering that
commenced prior to August 15, 2000 may not specify during that Offering
contributions to the Plan of more than 10% of Compensation. Such
specification shall apply during any period of continuous participation
in the Plan, unless otherwise modified or terminated as provided in this
Section IV or as otherwise provided in the Plan. If a payroll deduction
cannot be made in whole or in part because the Participant's pay for the
period in question is insufficient to fund the deduction after having
first withheld all other amounts deductible from that person's pay, the
amount that was not withheld cannot be made up by the Participant nor
will it be withheld from subsequent pay checks.
COMMENCEMENT OF DEDUCTIONS
Payroll deductions for a Participant shall commence on the Enrollment
Date of the Offering for which that person's Payroll Deduction
Authorization Form is effective and shall continue indefinitely, unless
modified or terminated as provided in this Section IV or as otherwise
provided in the Plan.
ACCOUNTS
All payroll deductions made for a Participant shall be credited to his or
her Account under the Plan. Following each Purchase Date, the Plan
Administrator shall promptly deliver a report to each Participant setting
forth the aggregate payroll deductions credited to such Participant's
Account since the last Purchase Date and the number of Shares purchased
and delivered to the Custodian for deposit into the Participant's
Custodial Account.
MODIFICATION OF AUTHORIZED DEDUCTIONS
A Participant may at any time increase or decrease the amount of that
person's payroll deduction effective for all applicable payroll periods,
by completing an amended Payroll Deduction Authorization Form and filing
it with the Company's stock administrator in accordance with this
Section IV; provided, however, that a Participant in any Offering that
commenced prior to August 15, 2000 may not change the amount of that
person's payroll deduction more than three times during that Offering.
A Participant may at any time discontinue the Participant's payroll
deductions, without withdrawing from the Plan, by completing an amended
Payroll Deduction Authorization Form and filing it with the Company's
stock administrator. Previous payroll deductions will then be retained
in the Participant's Account for application to purchase Shares on the
next Purchase Date, after which the Participant's participation in the
Offering and in the Plan will terminate unless the participant has timely
filed another Payroll Deduction Authorization Form to resume payroll
deductions.
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For purposes of the above, an amended Payroll Deduction Authorization
form shall be effective for a specific pay period when filed 7 days prior
to the last day of such payroll period; provided, however, that for a
Participant in any Offering that commenced prior to August 15, 2000 an
amended Payroll Deduction Authorization form shall be effective for a
specific pay period during that Offering when filed 15 days prior to the
last day of such payroll period.
V. CUSTODY OF SHARES
DELIVERY AND CUSTODY OF SHARES
Shares purchased pursuant to the Plan shall be delivered to and held by
the Custodian.
CUSTODIAL ACCOUNT
As soon as practicable after each Purchase Date, the Company shall
deliver to the Custodian the full Shares purchased for each Participant's
Account. The Shares will be held in a Custodial Account specifically
established for this purpose. An Employee must open a Custodial Account
with the Custodian in order to be eligible to purchase Shares under the
Plan. In order to open a Custodial Account, the Participant must
complete an ESPP New Account Form and file it with the stock
administrator prior to 4:00 p.m. Pacific Time on the Enrollment Date of
the Offering as of which the enrollment is to take effect; provided,
however, that an ESPP New Account Form that effects a change in the
status of the Custodial Account may be filed at any time during
participation in the Plan.
TRANSFER OF SHARES
Upon receipt of appropriate instructions from a Participant on forms
provided for that purpose, the Custodian will transfer into the
Participant's own name all or part of the Shares held in the
Participant's Custodial Account and deliver such Shares to the
Participant.
STATEMENTS
The Custodian will deliver to each Participant a semi-annual statement
showing the activity of the Participant's Custodial Account and the
balance as to both Shares and cash. Participants will be furnished such
other reports and statements, and at such intervals, as the Custodian and
Plan Administrator shall determine from time to time.
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VI. PURCHASE OF SHARES
PURCHASE OF SHARES
Subject to the limitations of Section VII, on each Purchase Date in an
Offering, the Company shall apply the amount credited to each
Participant's Account to the purchase of as many full Shares that may be
purchased with such amount at the price set forth in this Section VI, and
shall promptly deliver such Shares to the Custodian for deposit into the
Participant's Custodial Account. Payment for Shares purchased under the
Plan will be made only through payroll withholding deductions in
accordance with Section IV.
PRICE
The price of Shares to be purchased on any Purchase Date shall be the
lower of:
(a) Eighty-five percent (85%) of the fair market value of the
Shares on the Enrollment Date of the Offering; or
(b) Eighty-five percent (85%) of the fair market value of the
Shares on the Purchase Date.
FAIR MARKET VALUE
The fair market value of the Shares on any date shall be equal to the
closing trade price of such shares on the Valuation Date, as reported on
the NASDAQ National Market System or such other quotation system that
supersedes it.
UNUSED CONTRIBUTIONS
Any amount credited to a Participant's Account and remaining therein
immediately after a Purchase Date because it was less than the amount
required to purchase a full Share shall be carried forward in such
Participant's Account for application on the next succeeding Purchase
Date.
VII. TERMINATION AND WITHDRAWAL
TERMINATION OF EMPLOYMENT
Upon termination of a Participant's Employment for any reason other than
death, the payroll deductions credited to such Participant's Account
shall be returned to the Participant. A Participant shall have no right
to accrue Shares upon termination of the person's Employment.
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TERMINATION UPON DEATH
Upon termination of the Participant's Employment because of that person's
death, the payroll deductions credited to that person's Account shall be
used to purchase Shares as provided in Section VI on the next Purchase
Date. Any Shares purchased and any remaining balance shall be
transferred to the deceased Participant's Beneficiary, or if none, to
that person's estate.
DESIGNATION OF BENEFICIARY
Each Participant may designate, revoke, and redesignate Beneficiaries.
All changes to designation of Beneficiary shall be in writing and will be
effective upon delivery to the Plan Administrator.
WITHDRAWAL
A Participant may withdraw the entire amount credited to that
individual's Account under the Plan and thereby terminate participation
in the current Offering at any time by giving written notice to the
Company, but in no case may a Participant withdraw accounts within the
15 days immediately preceding a Purchase Date for the Offering. Any
amount withdrawn shall be paid to the Participant promptly after receipt
of proper notice of withdrawal and no further payroll deductions shall be
made from the person's Compensation unless a Payroll Deduction
Authorization Form directing further deductions is or has been submitted.
STATUS OF CUSTODIAL ACCOUNT
Upon termination of a Participant's Employment for any reason other than
death, the Participant may,
(a) Elect to retain with the Custodian the Shares held in the
Participant's Custodial Account. The Participant will bear the
cost of any annual fees resulting from maintaining such an
account.
(b) Request issuance of the Shares held in the Participant's
Custodial Account by submitting to the Custodian the appropriate
forms provided for that purpose.
Upon termination of a Participant's Employment as a result of death, any
Shares held by the Custodian for the Participant's Account shall be
transferred to the person(s) entitled thereto under the laws of the state
of domicile of the Participant upon a proper showing of authority.
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VIII. SHARES PURCHASED UNDER THE PLAN
SOURCE AND LIMITATION OF SHARES
The Company has reserved for sale under the Plan 1,250,000(*) shares of
common stock, subject to adjustment upon changes in capitalization of the
Company as provided in Section X. Shares sold under the Plan may be
newly issued Shares or Shares reacquired in private transactions or open
market purchases, but all Shares sold under the Plan regardless of source
shall be counted against the 1,250,000* Share limitation.
If there is an insufficient number of Shares to permit the full exercise
of all existing rights to purchase Shares, or if the legal obligations of
the Company prohibit the issuance of all Shares purchasable upon the full
exercise of such rights, the Plan Administrator shall make a pro rata
allocation of the Shares remaining available in as nearly a uniform and
equitable manner as possible, based pro rata on the aggregate amounts
then credited to each Participant's Account. In such event, payroll
deductions to be made shall be reduced accordingly and the Plan
Administrator shall give written notice of such reduction to each
Participant affected thereby. Any amount remaining in a Participant's
Account immediately after all available Shares have been purchased will
be promptly remitted to such Participant. Determination by the Plan
Administrator in this regard shall be final, binding and conclusive on
all persons. No deductions shall be permitted under the Plan at any time
when no Shares are available.
DELIVERY OF SHARES
As promptly as practicable after each Purchase Date, the Company shall
deliver to the Custodian the full Shares purchased for each Participant's
Account.
INTEREST IN SHARES
The rights to purchase Shares granted pursuant to this Plan will in all
respects be subject to the terms and conditions of the Plan, as
interpreted by the Plan Administrator from time to time. The Participant
shall have no interest in Shares purchasable under the Plan until payment
for the Shares has been completed at the close of business on the
relevant Purchase Date. The Plan provides only an unfunded, unsecured
promise by the Company to pay money or property in the future. Except
with respect to the Shares purchased on a Purchase Date, an Employee
choosing to participate in the Plan shall
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(*) Adjusted to reflect a 3-for-2 stock split of the shares of Common
Stock, without par value, of the Company, effected in the form of a 50% share
dividend in accordance with ORS 60.154, declared by the Board of Directors on
October 19, 1999, and paid on November 29, 1999 to shareholders of record at the
close of business on November 8, 1999.
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have no greater rights than an unsecured creditor of the Company. After
the purchase of Shares, the Participant shall be entitled to all rights
of a stockholder of the Company.
IX. ADMINISTRATION
PLAN ADMINISTRATOR
At the discretion of the Board of Directors, the Plan shall be
administered by the Board of Directors or by a Committee appointed by the
Board of Directors. Each member of the Committee shall be either a
director, an officer or an Employee of the Company. Each member shall
serve for a term commencing on a date specified by the Board of Directors
and continuing until that person dies, resigns or is removed by the Board
of Directors.
POWERS
The Plan Administrator shall be vested with full authority to make,
administer and interpret the rules and regulations as it deems necessary
to administer the Plan. Any determination, decision or act of the Plan
Administrator with respect to any action in connection with the
construction, interpretation, administration or application of the Plan
shall be final, binding and conclusive upon all Participants and any and
all other persons claiming under or through any Participant. The
provisions of the Plan shall be construed in a manner consistent with the
requirements of Section 423 of the Code.
X. CHANGES IN CAPITALIZATION, MERGER, ETC.
RIGHTS OF THE COMPANY
The grant of a right to purchase Shares pursuant to this Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or other changes in its capital or
business structure or to merge, consolidate or dissolve, liquidate or
transfer all or any part of its divisions, subsidiaries, business or
assets.
RECAPITALIZATION
Subject to any required action by stockholders, the number of Shares
covered by the Plan as provided in Section VIII and the price per Share
shall be proportionately adjusted for any increase or decrease in the
number of issued Shares of the Company resulting from a subdivision or
consolidation of Shares or the payment of a stock
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dividend or any other increase or decrease in the number of such Shares
effected without receipt or payment of consideration by the Company.
CONSOLIDATION OR MERGER
In the event of the consolidation or merger of the Company with or into
any other business entity, or sale by the Company of substantially all of
its assets, the successor may at its discretion continue the Plan by
adopting the same by resolution of its Board of Directors or agreement of
its partners or proprietors. If, within 90 days after the effective date
of a consolidation, merger, or sale of assets, the successor corporation,
partnership or proprietorship does not adopt the Plan, the Plan shall be
terminated in accordance with Section XIII.
XI. TERMINATION OF EMPLOYMENT
LEAVE
A person's Employment shall not terminate on account of an authorized
leave of absence or sick leave, or on account of a military leave
described in this Section XI, or a direct transfer between Employers,
provided such leave does not exceed 90 days or, if longer, so long as the
person's right to reemployment is guaranteed by statute or by contract.
Failure to return to work upon expiration of any leave of absence or sick
leave shall be considered a resignation effective as of the expiration of
such leave of absence or sick leave.
MILITARY LEAVE
Any Employee who leaves the Employer directly to perform services in the
Armed Forces of the United States or in the United States Public Health
Service under conditions entitling the Employee to reemployment rights
provided by the laws of the United States, shall be on military leave.
An Employee's military leave shall expire if the Employee voluntarily
resigns from the Employer during the leave or if that person fails to
make an application for reemployment within a period specified by such
law for preservation of employment rights. In such event, the
individual's Employment shall terminate by resignation on the day the
military leave expires.
XII. STOCKHOLDER APPROVAL AND RULINGS
The Plan is expressly made subject to (a) the approval of the Plan within
twelve (12) months after the Plan is adopted by the stockholders of the
Company and (b) at the Company's election, to the receipt by the Company
from the Internal Revenue Service
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of a ruling in scope and content satisfactory to counsel to the Company,
affirming qualification of the Plan within the meaning of Section 423 of
the Code. If the Plan is not so approved by the stockholders within 12
months after the date the Plan is adopted and if, at the election of the
Company a ruling from the Internal Revenue Service is sought but not
received on or before one year after this Plan's adoption by the Board
of Directors, this Plan shall not come into effect. In that case, the
Account of each Participant shall forthwith be paid to the Participant.
XIII. MISCELLANEOUS PROVISIONS
AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend the Plan.
Except as otherwise provided herein, no amendment may adversely affect or
change any right to purchase Shares without prior approval of the
stockholders of the Company if the amendment would:
(i) Permit the sale of more Shares than are authorized under
Section VIII;
(ii) Permit the sale of Shares to employees of entities which are not
Employers;
(iii) Materially increase the benefits accruing to Participants under
the Plan; or
(iv) Materially modify the requirements as to eligibility for
participation in the Plan.
The Plan is intended to be a permanent program, but the Company reserves
the right to declare the Plan terminated at any time. Upon such
termination, amounts credited to the Accounts of the Participants with
respect to whom the Plan has been terminated shall be returned to such
Participants.
NON-TRANSFERABILITY
Neither payroll deductions credited to a Participant's Account nor any
rights with regard to the purchase of Shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way by the
Participant except as provided in Section VII, and any attempted
assignment, transfer, pledge, or other disposition shall be null and
void. The Company may treat any such act as an election to withdraw
funds in accordance with Section VII. A Participant's rights to purchase
Shares under the Plan are exercisable during the Participant's lifetime
only by the Participant.
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USE OF FUNDS
All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purposes and the Company shall
not be obligated to segregate the payroll deductions.
EXPENSES
All expenses of administering the Plan shall be borne by the Company.
The Company will not pay expenses, commissions or taxes incurred in
connection with sales of Shares by the Custodian at the request of a
Participant. Expenses to be paid by a Participant will be deducted from
the proceeds of sale prior to remittance.
TAX WITHHOLDING
Each Participant who has purchased Shares under the Plan shall
immediately upon notification of the amount due, if any, pay to the
Employer in cash amounts necessary to satisfy any applicable federal,
state and local tax withholding determined by the Employer to be
required. If the Employer determines that additional withholding is
required beyond any amounts deposited at the time of purchase, the
Participant shall pay such amount to the Employer on demand. If the
Participant fails to pay the amount demanded, the Employer may withhold
that amount from other amounts payable by the Employer to the
Participant, including salary, subject to applicable law.
NO INTEREST
No Participant shall be entitled, at any time, to any payment or credit
for interest with respect to or on the payroll deductions contemplated
herein, or on any other assets held hereunder for the Participant's
Account.
REGISTRATION AND QUALIFICATION OF SHARES
The offering of Shares hereunder shall be subject to the effecting by the
Company of any registration or qualification of the Shares under any
federal or state law or the obtaining of the consent or approval of any
governmental regulatory body which the Company shall determine, in its
sole discretion, is necessary or desirable as a condition to, or in
connection with, the offering or the issue or purchase of the Shares
covered thereby. The Company shall make every reasonable effort to
effect such registration or qualification or to obtain such consent or
approval.
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RESPONSIBILITY AND INDEMNITY
Neither the Company, its Board of Directors, the Custodian, nor any
member, officer, agent or employee of any of them, shall be liable to any
Participant under the Plan for any mistake of judgment or for any
omission or wrongful act unless resulting from gross negligence, willful
misconduct or intentional misfeasance. The Company will indemnify and
save harmless its Board of Directors, the Custodian and any such member,
officer, agent or employee against any claim, loss, liability or expense
arising out of the Plan, except such as may result from the gross
negligence, willful misconduct or intentional misfeasance of such entity
or person.
PLAN NOT A CONTRACT OF EMPLOYMENT
The Plan is strictly a voluntary undertaking on the part of the Employer
and shall not constitute a contract between the Employer and any
Employee, or consideration for or an inducement or a condition of
employment of an Employee. Except as otherwise required by law, or any
applicable collective bargaining agreement, nothing contained in the Plan
shall give any Employee the right to be retained in the service of the
Employer or to interfere with or restrict the right of the Employer,
which is hereby expressly reserved, to discharge or retire any Employee
at any time, with or without cause and with or without notice. Except as
otherwise required by law, inclusion under the Plan will not give any
Employee any right or claim to any benefit hereunder except to the extent
such right has specifically become fixed under the terms of the Plan.
The doctrine of substantial performance shall have no application to any
Employee, Participant, or Beneficiary. Each condition and provision,
including numerical items, has been carefully considered and constitutes
the minimum limit on performance which will give rise to the applicable
right.
SERVICE OF PROCESS
The Secretary of the Company is hereby designated agent for service
or legal process on the Plan.
NOTICE
All notices or other communications by a Participant to the Company under
or in connection with the Plan shall be deemed to have been duly given
when received by the Plan Administrator. Any notice required by the Plan
to be received by the Company prior to an Enrollment Date, payroll period
or other specified date, and received by the Plan Administrator
subsequent to such date shall be effective on the next occurring
Enrollment Date, payroll period or other specified date to which such
notice applies.
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GOVERNING LAW
The Plan shall be interpreted, administered and enforced in accordance
with the Code, and the rights of Participants, former Participants,
Beneficiaries and all other persons shall be determined in accordance
with it. To the extent state law is applicable, the laws of the State of
Oregon shall apply.
REFERENCES
Unless the context clearly indicates to the contrary, reference to a Plan
provision, statute, regulation or document shall be construed as
referring to any subsequently enacted, adopted or executed counterpart.
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EXHIBIT A
DEFINITIONS
ACCOUNT shall mean each separate account maintained for a
Participant under the Plan collectively or singly as the
context requires. Each Account shall be credited with a
Participant's contributions, and shall be charged for the
purchase of Shares. A Participant shall be fully vested in
the cash contributions to that person's Account at all
times. The Plan Administrator may create special types of
Accounts for administrative reasons, even though the
Accounts are not expressly authorized by the Plan.
BENEFICIARY shall mean a person or entity entitled under Section VII of
the Plan to receive Shares purchased by, and any remaining
balance in, a Participant's Account on the Participant's
death.
BOARD OF shall mean the Board of Directors of the Company.
DIRECTORS
CODE shall mean the Internal Revenue Code of 1986, as amended, or
the corresponding provisions of any future tax code.
COMMITTEE shall mean the Committee appointed by the Board of Directors
in accordance with Section IX of the Plan.
COMPENSATION shall mean the total cash compensation (except as otherwise
set forth below), before tax withholding, paid to an
Employee in the period in question for services rendered to
the Employer by the Employee. Compensation shall include
the earnings waived by an Employee pursuant to a salary
reduction arrangement under any cash or deferred or
cafeteria plan that is maintained by the Employer and that
is intended to be qualified under Section 401(k) or 125 of
the Code. An Employee's Compensation shall not include
severance pay, hiring or relocation bonuses, or pay in lieu
of vacations or sick leave.
COMMON STOCK shall mean the common stock of the Company.
COMPANY shall mean RadiSys Corporation, an Oregon Corporation.
CUSTODIAN shall mean the investment or financial firm appointed by the
Plan Administrator to hold all Shares pursuant to the Plan.
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CUSTODIAL shall mean the account maintained by the Custodian for a
ACCOUNT Participant under the Plan.
DISABILITY shall refer to a mental or physical impairment which is
expected to result in death or which has lasted or is
expected to last for a continuous period of twelve (12)
months or more and which causes the Employee to be unable,
in the opinion of the Company and two independent
physicians, to perform his or her duties as an Employee of
the Company. Disability shall be deemed to have occurred on
the first day after the Company and two independent
physicians have furnished their opinion of Disability to the
Plan Administrator.
EMPLOYEE shall mean an individual who renders services to the
Employer pursuant to an employment relationship with such
Employer. A person rendering services to an Employer
purportedly as an independent consultant or contractor shall
not be an Employee for purposes of the Plan.
EMPLOYER shall mean, collectively, the Company and its Subsidiaries
or any successor entity that continues the Plan. All
Employees of entities which constitute the Employer shall be
treated as employed by a single company for all purposes of
the Plan.
EMPLOYMENT shall mean the period during which an individual is an
Employee. Employment shall commence on the day the
individual first performs services for the Employer as an
Employee and shall terminate on the day such services cease,
except as determined under Section XI.
ENROLLMENT shall mean the first day of each Offering.
DATE
ESPP NEW shall mean the form provided by the Company on which a
ACCOUNT FORM Participant shall elect to open an Account with the
Custodian and authorize delivery to the Custodian of
all Shares issued for the Participant's Account.
OFFERING until August 15, 2000 shall mean any one of the separate
overlapping eighteen (18) month periods commencing on
February 15 and August 15 of each calendar year under the
Plan other than calendar year 1999; in calendar year 1999,
the first Offering shall be a period commencing on June 12,
1999 and ending on August 15, 2000, and the second Offering
shall be the eighteen (18) month period commencing on August
15, 1999. Beginning with the Offering that commences on
August 15, 2000, Offering shall mean any one of the separate
overlapping eighteen (18)
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month periods commencing on February 15, May 15, August 15
and November 15 of each calendar year under the Plan.
PARTICIPANT shall mean any Employee who is participating in any Offering
under the Plan pursuant to Section III.
PAYROLL shall mean the form provided by the Company on which a
DEDUCTION Participant shall elect to participate in the Plan and the
AUTHORIZATION Offering under the Plan and designate the percentage of
FORM that individual's Compensation to be contributed to that
individual's Account through payroll deductions.
PLAN shall mean this document.
PLAN shall mean the Board of Directors or the Committee,
ADMINISTRATOR whichever shall be administering the Plan from time to time
in the discretion of the Board of Directors, as described in
Section IX.
PURCHASE DATE until August 15, 2000 shall mean the last day of the sixth,
twelfth and eighteenth one-month periods of the Offering,
except for the Offering beginning on June 12, 1999, in which
Offering the Purchase Dates shall be August 14, 1999,
February 14, 2000 and August 14, 2000. Beginning on
August 15, 2000, for all then pending Offerings and any
Offerings commenced on or after that date, Purchase Date
shall mean the last day of the third, sixth, ninth, twelfth,
fifteenth and eighteenth one-month periods of each Offering.
Accordingly, since after August 15, 2000 the Enrollment
Dates occur on February 15, May 15, August 15 and
November 15 of each year, Purchase Dates shall occur on
February 14, May 14, August 14 and November 14 of each year
beginning with November 14, 2000.
RETIREMENT shall mean a Participant's termination of Employment on or
after attaining the age of 65 or after the Plan
Administrator has determined that the individual has
suffered a Disability.
SHARE shall mean one share of Common Stock.
SUBSIDIARIES shall mean any corporation in which at least eighty percent
(80%) or more of the total combined voting power of all
classes of stock are owned directly or indirectly by RadiSys
Corporation.
VALUATION shall mean the date upon which the fair market value of
DATE Shares is to be determined for purposes of setting the
price of Shares under Section VI (that is, the Enrollment
Date or the applicable Purchase Date). If the
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Enrollment Date or the Purchase Date is not a date on which
the fair market value may be determined in accordance with
Section VI, the Valuation Date shall be the first day prior
to the Enrollment Date or the Purchase Date, as applicable,
for which such fair market value may be determined.
VESTED shall mean non-forfeitable.
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Initial Adoption: December 5, 1995
Last amended: May 16, 2000 (shareholders approved increase in shares in
Article VIII to 1,250,000)
June 6, 2000 (board approved revisions to Articles III, IV,
and V and to the definitions of Employee, Offering and
Purchase Date in Exhibit A)
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