Ex - 10.2
RADISYS CORPORATION
2001 NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this 2001 Nonqualifed Stock Option Plan (the
"Plan") is to enable RadiSys Corporation (the "Company") to attract and retain
the services of selected employees of the Company or any parent or subsidiary of
the Company. For purposes of this Plan, a person is considered to be employed by
or in the service of the Company if the person is employed by or in the service
of the Company or any parent or subsidiary of the Company (an "Employer").
2. Shares Subject to the Plan. Subject to adjustment as provided below
and in Section 7, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 1,500,000 shares. If an option granted
under the Plan expires, terminates or is canceled, the unissued shares subject
to that option shall again be available under the Plan.
3. Effective Date and Duration of Plan.
3.1 Effective Date. The Plan shall become effective as of the
date the Plan is adopted by the Board of Directors.
3.2 Duration. The Plan shall continue in effect until all
shares available for issuance under the Plan have been issued and all
restrictions on the shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time. Termination shall not affect any outstanding
options.
4. Administration.
4.1 Board of Directors. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate the
individuals to whom awards shall be made, the amount of the awards and the other
terms and conditions of the awards. Subject to the provisions of the Plan, the
Board of Directors may adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting period, accelerate
any exercise date, waive or modify any restriction applicable to shares (except
those restrictions imposed by law) and make all other determinations in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The interpretation and construction of the provisions of the Plan
and related agreements by the Board of Directors shall be final and conclusive.
The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related
Adopted Feb. 27, 2001
agreement in the manner and to the extent it deems expedient to carry the Plan
into effect, and the Board of Directors shall be the sole and final judge of
such expediency.
4.2 Committee. The Board of Directors may delegate to any
committee of the Board of Directors or any officer of the Company (the
"Committee" or "Authorized Officer") any or all authority for administration of
the Plan. If authority is delegated to the Committee or an Authorized Officer,
all references to the Board of Directors in the Plan shall mean and relate to
the Committee or the Authorized Officer, as applicable, except (i) as otherwise
provided by the Board of Directors and (ii) that only the Board of Directors may
amend or terminate the Plan as provided in Sections 3 and 8.
5. Types of Awards, Eligibility, Limitations. The Board of Directors
may, from time to time, grant options that are not incentive stock options
("nonqualified options"), as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"). The term "options", as used in the Plan, means
nonqualified options. Options may be granted only to employees who are not
executive officers or directors of the Company. An executive officer is any
person who is an officer of the Company within the meaning of Section 16 of the
Securities Exchange Act or 1934, as amended, and the rules and regulations
promulgated thereunder and any other employee of the Company whom the Board of
Directors or the Compensation Committee of the Board of Directors classifies as
an "executive officer" in its sole discretion. The Board of Directors shall
select the individuals to whom awards shall be made and shall specify the action
taken with respect to each individual to whom an award is made.
6. Option Grants.
6.1 Terms of Grant. The Board of Directors may grant options
under the Plan. With respect to each option grant, the Board of Directors shall
determine the number of shares subject to the option, the exercise price, the
period of the option, and the time or times at which the option may be
exercised. In connection with the grant of any option under the Plan, the Board
of Directors may in its sole discretion provide for a cash payment to be made to
the person exercising the option, at the time of exercise, in such amount as the
Board of Directors determines to be appropriate to reimburse such person, in
whole or in part, for any federal or state income taxes incurred in connection
with such exercise. Such payment may be applied to the satisfaction of any
applicable withholding tax that is incurred in connection with such exercise or
with such payment
6.2 Exercise of Options. Except as provided in Section 6.4 or
as determined by the Board of Directors, no option granted under the Plan may be
exercised unless at the time of exercise the optionee is employed by the Company
and shall have been so employed continuously since the date the option was
granted. Except as provided in Sections 6.4 and 7, options granted under the
Plan may be exercised from time to time over the period stated in
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each option in amounts and at times prescribed by the Board of Directors,
provided that options may not be exercised for fractional shares. Unless
otherwise determined by the Board of Directors, if an optionee does not exercise
an option in any one year for the full number of shares to which the optionee is
entitled in that year, the optionee's rights shall be cumulative and the
optionee may purchase those shares in any subsequent year during the term of the
option.
6.3 Nontransferability. Unless otherwise determined by the
Board of Directors, each option granted under the Plan by its terms (i) shall be
nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or country of the optionee's domicile at the time of death, and (ii)
during the optionee's lifetime, shall be exercisable only by the optionee.
6.4 Termination of Employment or Service.
6.4-1 General Rule. Unless otherwise determined by
the Board of Directors, if an optionee's employment or service with the Company
terminates for any reason other than because of total disability or death as
provided in Sections 6.4-2 and 6.4-3, his or her option may be exercised at any
time before the expiration date of the option or the expiration of 30 days after
the date of termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of
termination.
6.4-2 Termination Because of Total Disability. Unless
otherwise determined by the Board of Directors, if an optionee's employment or
service with the Company terminates because of total disability, his or her
option may be exercised at any time before the expiration date of the option or
before the date 12 months after the date of termination, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of termination. The term "total disability"
means a medically determinable mental or physical impairment that is expected to
result in death or has lasted or is expected to last for a continuous period of
12 months or more and that, in the opinion of the Company and two independent
physicians, causes the optionee to be unable to perform his or her duties as an
employee, director, officer or consultant of the Employer and unable to be
engaged in any substantial gainful activity. Total disability shall be deemed to
have occurred on the first day after the two independent physicians have
furnished their written opinion of total disability to the Company and the
Company has reached an opinion of total disability.
6.4-3 Termination Because of Death. Unless otherwise
determined by the Board of Directors, if an optionee dies while employed by or
providing service to the Company, his or her option may be exercised at any time
before the expiration date of the option or before the date 12 months after the
date of death, whichever is the shorter period, but only if and to the extent
the optionee was entitled to exercise the option at the date of death and
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only by the person or persons to whom the optionee's rights under the option
shall pass by the optionee's will or by the laws of descent and distribution of
the state or country of domicile at the time of death.
6.4-4 Amendment of Exercise Period Applicable to
Termination. The Board of Directors may at any time extend the 30-day and
12-month exercise periods any length of time not longer than the original
expiration date of the option. The Board of Directors may at any time increase
the portion of an option that is exercisable, subject to terms and conditions
determined by the Board of Directors.
6.4-5 Failure to Exercise Option. To the extent that
the option of any deceased optionee or any optionee whose employment or service
terminates is not exercised within the applicable period, all further rights to
purchase shares pursuant to the option shall cease and terminate.
6.4-6 Leave of Absence. Absence on leave approved by
the Employer or on account of illness or disability shall not be deemed a
termination or interruption of employment or service. Unless otherwise
determined by the Board of Directors, vesting of options shall continue during a
medical, family or military leave of absence, whether paid or unpaid, and
vesting of options shall be suspended during any other unpaid leave of absence.
6.5 Purchase of Shares.
6.5-1 Notice of Exercise. Unless the Board of
Directors determines otherwise, shares may be acquired pursuant to an option
granted under the Plan only upon the Company's receipt of written notice from
the optionee of the optionee's binding commitment to purchase shares, specifying
the number of shares the optionee desires to purchase under the option and the
date on which the optionee agrees to complete the transaction, and, if required
to comply with the Securities Act of 1933, containing a representation that it
is the optionee's intention to acquire the shares for investment and not with a
view to distribution.
6.5-2 Payment. Unless the Board of Directors
determines otherwise, on or before the date specified for completion of the
purchase of shares pursuant to an option exercise, the optionee must pay the
Company the full purchase price of those shares in cash or by check or, in whole
or in part, in Common Stock of the Company valued at fair market value. Unless
otherwise determined by the Board of Directors, any Common Stock provided in
payment of the purchase price must have been previously acquired and held by the
optionee for at least six months. The fair market value of Common Stock provided
in payment of the purchase price shall be the closing price of the Common Stock
last reported before the time payment in Common Stock is made or, if earlier,
committed to be made, if the Common Stock is publicly traded, or another value
of the Common Stock as specified by the Board of Directors. No shares shall be
issued until full payment for the shares has been made, including
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all amounts owed for tax withholding. With the consent of the Board of
Directors, an optionee may request the Company to apply automatically the shares
to be received upon the exercise of a portion of a stock option (even though
stock certificates have not yet been issued) to satisfy the purchase price for
additional portions of the option.
6.5-3 Tax Withholding. The Company may withhold the
amount due, if any, necessary to satisfy any applicable federal, state and local
tax withholding requirements as a result of exercise of an option. Such amounts
may be withheld from other amounts payable to the optionee, including salary,
subject to applicable law. If additional withholding is or becomes required (as
a result of exercise of an option or as a result of disposition of shares
acquired pursuant to exercise of an option) beyond any amount withheld, the
optionee shall pay such amount, in cash or by check, to the Company on demand.
If the optionee fails to pay the amount demanded, the Company or the Employer
may withhold that amount from other amounts payable to the optionee, including
salary, subject to applicable law. With the consent of the Board of Directors,
an optionee may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from the shares to be issued upon exercise or by delivering
to the Company other shares of Common Stock; provided, however, that the number
of shares so withheld or delivered shall not exceed the minimum amount necessary
to satisfy the required withholding obligation.
6.5-4 Reduction of Reserved Shares. Upon the exercise
of an option, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued upon exercise of the option (less the
number of any shares surrendered in payment for the exercise price or withheld
to satisfy withholding requirements).
6.6 Limitations on Grants to Non-Exempt Employees. Unless
otherwise determined by the Board of Directors, if an employee of the Company or
any parent or subsidiary of the Company is a non-exempt employee subject to the
overtime compensation provisions of Section 7 of the Fair Labor Standards Act
(the "FLSA"), any option granted to that employee shall be subject to the
following restrictions: (i) the option price shall be at least 100 percent of
the fair market value, as described in Section 6.8, of the Common Stock subject
to the option on the date it is granted; and (ii) the option shall not be
exercisable until at least six months after the date it is granted; provided,
however, that this six-month restriction on exercisability will cease to apply
if the employee dies, becomes disabled or retires, there is a change in
ownership of the Company, or in other circumstances permitted by regulation, all
as prescribed in Section 7(e)(8)(B) of the FLSA.
6.7 Duration of Options. Subject to Sections 6.2 and 6.4,
options granted under the Plan shall continue in effect for the period fixed by
the Board of Directors, except that by its terms no option shall be exercisable
after the expiration of 10 years from the date it is granted.
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6.8 Option Price. The option price per share shall be shall be
determined by the Board of Directors; provided that in no event shall the price
be less than the fair market value of the Common Stock on the date the option is
granted. The fair market value shall be the closing price of the Common Stock
last reported on the date the option is granted.
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7. Changes in Capital Structure.
7.1 Stock Splits, Stock Dividends. If the outstanding Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares, dividend payable in
shares, recapitalization or reclassification, appropriate adjustment shall
automatically be made in the number and kind of shares available for grants
under the Plan. In addition, appropriate adjustment shall automatically be made
in the number and kind of shares as to which outstanding options, or portions
thereof then unexercised, shall be exercisable, so that the optionee's
proportionate interest before and after the occurrence of the event is
maintained. Notwithstanding the foregoing, no adjustment shall be made that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Board of Directors. Any such adjustments made by the
Board of Directors shall be conclusive.
7.2 Mergers, Reorganizations, Etc. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which the Company is a
party or 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 (each, a "Transaction"), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan:
7.2-1 Outstanding options shall remain in effect in
accordance with their terms.
7.2-2 Outstanding options shall be converted into
options to purchase stock in one or more of the corporations, including the
Company, that are the surviving or acquiring corporations in the Transaction.
The amount, type of securities subject thereto and exercise price of the
converted options shall be determined by the Board of Directors of the Company,
taking into account the relative values of the companies involved in the
Transaction and the exchange rate, if any, used in determining shares of the
surviving corporation(s) to be held by holders of shares of the Company
following the Transaction. Unless otherwise determined by the Board of
Directors, the converted options shall be vested only to the extent that the
vesting requirements relating to options granted hereunder have been satisfied.
7.2-3 The Board of Directors shall provide a period
of 30 days or less before the completion of the Transaction during which
outstanding options may be exercised to the extent then exercisable, and upon
the expiration of that period, all unexercised options shall
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immediately terminate. The Board of Directors may, in its sole discretion,
accelerate the exercisability of options so that they are exercisable in full
during that period.
7.3 Dissolution of the Company. In the event of the
dissolution of the Company, options shall be treated in accordance with Section
7.2-3.
7.4 Rights Issued by Another Corporation. The Board of
Directors may also grant options under the Plan with terms, conditions and
provisions that vary from those specified in the Plan, provided that any such
awards are granted in substitution for, or in connection with the assumption of,
existing granted by another corporation and assumed or otherwise agreed to be
provided for by the Company pursuant to or by reason of a Transaction.
8. Amendment of the Plan. The Board of Directors may at any time modify
or amend the Plan in any respect. Except as provided in Section 7, however, no
change in an award already granted shall be made without the written consent of
the holder of the award if the change would adversely affect the holder.
9. Approvals. The Company's obligations under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate state or federal securities laws.
10. Employment Rights. Nothing in the Plan or any award pursuant to the
Plan shall confer upon any employee any right to be continued in the employment
of an Employer or interfere in any way with the Employer's right to terminate
the employee's employment at will at any time, for any reason, with or without
cause, or to decrease the employee's compensation or benefits.
11. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any shares of Common Stock
until the date the recipient becomes the holder of record of those shares.
Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date occurs before the date
the recipient becomes the holder of record.
Adopted Feb. 27, 2001
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