RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 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:
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
1
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
a) The person is an Employee, and
b) The person's customary period of Employment is more than
twenty (20) hours per week.
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 at least fifteen (15) days prior to
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 at least fifteen (15) days
prior to 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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
2
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
3
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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 with respect to that
Offering.
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 at least fifteen (15) days prior to
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 10% of the
Compensation paid to the Participant during each pay period in the
Offering, or other such minimum or maximum percentages as the Plan
Administrator shall establish from time to time. 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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
4
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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 during the preceding six months 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, prior to the commencement of each Offering in which
that person will be a Participant, and not more than three times during
each Offering, 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.
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
5
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
For purposes of the above, an amended Payroll Deduction Authorization
form shall be effective for a specific pay period 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 no later than fifteen (15) days prior to 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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
6
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
7
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
8
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
9
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
VIII. SHARES PURCHASED UNDER THE PLAN
SOURCE AND LIMITATION OF SHARES
The Company has reserved for sale under the Plan 750,000* 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 750,000* 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.
- ----------------------------
* Adjusted to reflect a 3-for-2 split of the share 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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
10
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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 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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
11
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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 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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
12
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
XI. TERMINATION OF EMPLOYMENT
VACATION, LEAVE OR LAYOFF
A person's Employment shall not terminate on account of an authorized
leave of absence, sick leave or vacation, 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, sick leave or vacation shall be considered a resignation
effective as of the expiration of such leave of absence, sick leave or
vacation.
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 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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
13
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
14
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
15
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
16
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
17
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
18
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
19
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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.
CUSTODIAL shall mean the account maintained by the Custodian for a
Participant ACCOUNT 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 a regular-status 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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
20
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
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 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. The first Offering will
commence on February 15, 1996.
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 that
FORM 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, whichever
ADMINISTRATOR shall be administering the Plan from time to time in the
discretion of the Board of Directors, as described in Section
IX.
PURCHASE DATE 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. For all other Offerings, since the Enrollment Dates
occur on February 15 and August 15 of each year beginning with
February 15, 1996, Purchase Dates shall occur on
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
21
RADISYS CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(As Amended through February 25, 2000)
February 14 and August 14 of each year beginning with
August 14, 1996.
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 Shares
DATE 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 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.
Initial Adoption: December 5, 1995 Last amended: February 25, 2000
(Articles VII, XI and XIII)
22