S-8

As filed with the Securities and Exchange Commission on July 12, 2011

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________________

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	93-0945232
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(Address of principal executive offices)

Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan

(Full title of the plan)

Brian J. Bronson

President and Chief Financial Officer

RadiSys Corporation

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(503) 615-1100

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Amar Budarapu

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer    ¨            Accelerated Filer    x

Non-accelerated Filer    ¨            Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	323,123 (2)	$8.29	$2,678,690	$311.00

(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock of RadiSys Corporation (the “Company”), no par value per share (the "Common Stock"), in respect of the shares of Common Stock identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the benefit plan described herein.

(2) Represents the number of shares of Common Stock reserved for issuance in connection with the merger of RadiSys Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, with and into Continuous Computing Corporation, a Delaware corporation (“CCPU”), as a result of the conversion of CCPU's stock options granted under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan into a right to purchase shares of the Company's common stock pursuant to the merger agreement.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h) promulgated under the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of the Company's Common Stock on July 11, 2011, as reported on the Nasdaq Global Select Market.

EXPLANATORY STATEMENT

On July 8, 2011, RadiSys Corporation, an Oregon corporation (“RadiSys” or the “Company”), and Continuous Computing Corporation, a Delaware corporation (“CCPU”), consummated the merger (the “Merger”) of RadiSys Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of RadiSys (“Merger Sub”), with and into CCPU, with CCPU surviving the Merger as an indirect, wholly-owned subsidiary of RadiSys, pursuant to the terms and conditions of an Agreement and Plan of Merger, dated May 2, 2011, among RadiSys, CCPU, Merger Sub and Shareholder Representative Services LLC, as representative of the stockholders of CCPU and such other persons entitled to receive consideration thereunder (the “Merger Agreement”).

CCPU's common stock, par value $0.01 per share (the “CCPU Common Stock”), is no longer outstanding, and each share of CCPU Common Stock outstanding at the effective time of the Merger has been converted into the right to receive the consideration described in the Merger Agreement.

In connection with the Merger, and as of the effective time of the Merger, each option (a “CCPU Option”) to purchase shares of CCPU Common Stock granted under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan (the “CCPU Plan”), that has not vested on or prior to June 30, 2011 and was outstanding and unexercised immediately prior to the effective time of the Merger ceased to represent a right to acquire shares of CCPU Common Stock, and was converted into a right to purchase shares of RadiSys common stock, no par value (“RadiSys Common Stock”), (at the equity compensation exchange ratio as determined pursuant to the Merger Agreement), subject to the terms of the CCPU Plan and CCPU option award agreement. At the effective time of the merger, RadiSys assumed all rights and obligations under the CCPU Plan, as amended prior to the Merger.

This registration statement has been filed for the purpose of registering RadiSys Common Stock issuable upon the exercise of the CCPU Options assumed by RadiSys pursuant to the Merger Agreement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of this registration statement on Form S-8 will be sent or given to the participants in the CCPU Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”). These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents that RadiSys has filed with the Commission are hereby incorporated by reference into this registration statement:

(a)    Annual Report on Form 10-K for the year ended December 31, 2010;

(b)    Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011;

(c)    Current Reports on Form 8-K filed on February 1, May 3, May 4, May 24, and July 11, 2011 (excluding any information furnished under Items 2.02, 7.01 and 9.01 thereof); and

(e)    Description of RadiSys Common Stock as contained in the section entitled “Description of Capital Stock” in the Company's Registration Statement on Form S-3 filed on October 26, 2010 (Registration File No. 333-170148), including all amendments and reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post‑effective amendment to the registration statement which indicates that all securities offered hereunder have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which is also or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interest of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Article VII of the Company's Second Restated Articles of Incorporation and Article V of the Company's Restated Bylaws require indemnification of current or former directors of the Company to the fullest extent permitted by law. The right to and amount of indemnification will ultimately be subject to determination by a court that indemnification in the circumstances presented is consistent with public policy and other provisions of law. However, it is likely that Article VII of the Company's Second Restated Articles of Incorporation and Article V of the Company's Restated Bylaws would require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act. The effect of the indemnification provisions contained in Article VII of the Company's Second Restated Articles of Incorporation, Article V of the Company's Restated Bylaws and the Oregon Business Corporation Act (the “indemnification provisions”) is summarized as follows:

(a) The indemnification provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person reasonably

believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct.

(b) The indemnification provisions grant a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorney fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company.

(c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right.

(d) The Company may not indemnify a director unless it is determined by (1) a majority of a quorum of disinterested directors or a committee of disinterested directors, (2) independent legal counsel or (3) the shareholders that indemnification is proper because the applicable standard of conduct has been met. Indemnification can also be ordered by a court if the court determines that indemnification is fair in view of all of the relevant circumstances.

(e) The Company will advance to a director the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director affirms in good faith that he has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct.

Under the Oregon Business Corporation Act, an officer of the Company is entitled to mandatory indemnification to the same extent as a director of the Company if he was wholly successful on the merits of a controversy described in (a) or (b) above.

The Company has entered into indemnity agreements with each of its officers and directors. The agreements provide that the Company shall indemnify an officer or director if he or she is a party to or threatened to be made a party to any proceeding (other than a proceeding by or in the right of the Company to procure a judgment in its favor) against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the officer or director in connection with the proceeding, but only if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

Under the indemnity agreements, the Company shall also indemnify an officer or director if he or she is a party to or threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor against all expenses actually and reasonably incurred by the officer or director in connection with the defense or settlement of the proceeding, but only if the officer or director acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company. Provided, however, no indemnification for expenses shall be made in respect of any claim, issue or matter as to which the officer or director shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that a court determines that the officer or director is fairly and reasonably entitled to indemnity.

Notwithstanding the foregoing, the indemnity agreements also provide that the Company shall indemnify an officer or director to the fullest extent permitted by law if the officer or director is a party to or threatened to be made a party to any proceeding (including a proceeding by or in the right of the Company to procure a judgment in its favor) against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the officer or director in connection with the proceeding. Provided, however, no indemnity shall be made under this provision on account of conduct by the officer or director which constitutes a breach of his or her duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

Additionally, the Company shall indemnify an officer or director to the fullest extent permitted by law if he or she is a party to or threatened to be made a party to any proceeding (including a proceeding by or in the right of the Company to procure a judgment in its favor) against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the officer or director in connection with the proceeding.

The Company shall pay the expenses incurred by an officer or director in any proceeding in advance if the officer or director provides certain information and undertakings.

As used in the indemnity agreements, the term “proceeding” includes any threatened, pending or completed action, suit or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the officer or director may be or may have been involved as a party or otherwise by reason of the

fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement can be provided under the agreement.

As used in the indemnity agreements, the term “expenses” includes, without limitation, expense of investigations, judicial or administrative proceedings or appeals, attorneys' fees and disbursements and any expenses of establishing a right to indemnification under the indemnity agreement, but does not include amounts paid in settlement by an officer or director or the amount of judgments or fines against him or her.

The Company has also obtained insurance for the protection of its directors and officers against any liability asserted against them in their official capacities.

The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or otherwise.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on January 30, 2008.
4.2	Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 8, 2007, as amended by the Amendment to Restated Bylaws incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on May 3, 2011.
4.3	Specimen common stock certificate. Incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, Registration No. 333-137060.
4.4*	Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan.
4.5*	Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated June 23, 2011.
4.6*	Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated July 6, 2011.
4.7*	Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for U.S. employees.
4.8*	Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for non-U.S. employees.
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Powers of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

Item 9.Undertakings.

(a)    The undersigned registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 12th day of July, 2011.

RADISYS CORPORATION
By:	/s/ Brian J. Bronson
	Brian J. Bronson
	President and Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of RadiSys Corporation hereby severally and individually constitute and appoint Michel Dagenais and Brian J. Bronson, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and other instruments.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Michel Dagenais	Chief Executive Officer and Director	July 8, 2011
Michel Dagenais	(Principal Executive Officer)
/s/ Brian J. Bronson	President and Chief Financial Officer	July 8, 2011
Brian J. Bronson	(Principal financial and accounting officer)
/s/ Scott C. Grout	Vice Chairman of the Board and Director	July 7, 2011
Scott C. Grout
/s/ C. Scott Gibson	Chairman of the Board and Director	June 29, 2011
C. Scott Gibson
/s/ Richard J. Faubert	Director	June 29, 2011
Richard J. Faubert
/s/ Dr. William W. Lattin	Director	June 30, 2011
Dr. William W. Lattin
/s/ Kevin C. Melia	Director	July 4, 2011
Kevin C. Melia
/s/ Carl Neun	Director	July 1, 2011
Carl Neun
/s/ David Nierenberg	Director	July 7, 2011
David Nierenberg
/s/ Niel Ransom	Director	July 1, 2011
Niel Ransom
/s/ Lorene K. Steffes	Director	June 29, 2011
Lorene K. Steffes

Exhibit Index

Exhibit No.	Description
4.1	Second Restated Articles of Incorporation and amendments thereto. Incorporated by reference from Exhibit 4.1 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, File No. 333-137060, as amended by the Articles of Amendment incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on January 30, 2008.
4.2	Restated Bylaws. Incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on May 8, 2007, as amended by the Amendment to Restated Bylaws incorporated by reference from Exhibit 3.1 in the Company's Current Report on Form 8-K filed on May 3, 2011.
4.3	Specimen common stock certificate. Incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-8, filed on September 1, 2006, Registration No. 333-137060.
4.4*	Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan.
4.5*	Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated June 23, 2011.
4.6*	Amendment to Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, dated July 6, 2011.
4.7*	Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for U.S. employees.
4.8*	Notice of Option Assumption and Conversion under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan for non-U.S. employees.
5.1*	Opinion of Stoel Rives LLP.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1*	Powers of Attorney (included in the signature page to this Registration Statement).

* Filed herewith.

EX-4.4

Exhibit 4.4

SIXTH AMENDED AND RESTATED

CONTINUOUS COMPUTING CORPORATION

1998 STOCK INCENTIVE PLAN

The Board of Directors of Continuous Computing Corporation (the “Company”) adopted this Sixth Amended and Restated 1998 Stock Incentive Plan on January 4^th, 2007, and the stockholders of the Company approved and ratified the amendment and restatement of the 1998 Stock Incentive Plan on January 25, 2007.

1.PURPOSE

The purpose of this Sixth Amended and Restated 1998 Stock Incentive Plan (the “Plan”) is to further the interests of the Company by strengthening the desire of Employees, consultants and advisors to continue their employment with the Company and by securing other benefits for the Company through stock options to be granted hereunder. Options granted under the Plan are either options intending to qualify as “incentive stock options” within the meaning of Section 422 of the Code or non-qualified stock options.

2.DEFINITIONS

Whenever used herein the following terms shall have the following meanings, respectively:

(a)“Act” shall mean the Securities Act of 1933, as amended.

(b)“Board” shall mean the Board of Directors of the Company.

(c)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)“Committee” shall mean the Compensation Committee appointed by the Board, or if no committee has been appointed, reference to “Committee” shall be deemed to refer to the Board.

(e)“Common Stock” shall mean the Company's Common Stock as described in the Company's Certificate of Incorporation.

(f)“Company” shall have the meaning set forth in the Preamble of the Plan.

(g)“Employee” shall mean in connection with Non-Qualified Options and the Company's Non-Qualified Stock Option Agreement (i) any director, officer, actual employee or independent contractor of the Company or any Subsidiary or Parent of the Company, (ii) any individual in an effort to induce said individual to become and remain an employee or independent contractor of the Company, or (iii) any other individual or entity the Committee may deem appropriate to receive a Non-Qualified Option (so long as the grant of the Non-Qualified Option furthers a specific Company purpose and the Committee deems it in the best interests of the Company to grant the Non-Qualified Option to said individual or entity). In connection with Incentive Options and the Company's Incentive Stock Option Agreement, the term “Employee” shall include only actual employees of the Company or of any Subsidiary or Parent of the Company.

(h)“Fair Market Value” shall mean the value of the Company's Common Stock determined as follows: (i) if the Company's Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock or, if not available, the mean between the bona fide bid and asked prices of the Common Stock; or (ii) in the absence of an established market for the Common Stock, the value as determined in good faith by the Committee as of the date of such determination.

(i)“Incentive Option” shall mean an Option granted under the Plan which is designated as and qualifies as an incentive stock option within the meaning of Section 422 of the Code.

(j)“Initial Public Offering” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Act covering the offer and sale of the Common Stock.

(k)“Non-Qualified Option” shall mean an Option granted under the Plan which is designated as a non-qualified stock option and which does not qualify as an incentive stock option within the meaning of Section 422 of the Code.

(l)“Option” shall mean an Incentive Option, as defined in Section 2(i) hereof, or a Non-Qualified Option, as defined in Section 2(k) hereof.

(m)“Optionee” shall mean any Employee who has been granted an Incentive Option to purchase shares of Common Stock under the Plan and any person (including an Employee) who has been granted a Non-Qualified Option under the Plan.

(n)“Parent” shall have the meaning set forth in Section 424(e) of the Code.

(o)“Permanent Disability” shall mean termination of employment with the Company or with the consent of the Company by reason of permanent and total disability within the meaning of Section 22(e)(3) of the Code.

(p)“Plan” shall have the meaning set forth in Section 1 hereto.

(q)“Subsidiary” shall have the meaning set forth in Section 424(f) of the Code.

3.ADMINISTRATION

(a)The Plan shall be administered either (i) by the Board, or (ii) in the discretion of the Board, by a Committee appointed by the Board. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies.

(b)Any action of the Committee with respect to the administration of the Plan shall be taken by majority vote or by written consent of a majority of its members.

(c)Subject to the provisions of the Plan, the Committee or the Board shall have the authority to construe and interpret the Plan, to define the terms used therein, to determine the time or times an Option may be exercised and the number of shares which may be exercised at any one time, to prescribe, amend and rescind rules and regulations relating to the Plan, to approve and determine the duration of leaves of absence which may be granted to participants without constituting a termination of their employment for purposes of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Committee shall be conclusive and binding on all Employees and on their guardians, legal representatives and beneficiaries.

(d)The Company will indemnify and hold harmless the members of the Board and the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such persons' duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the negligence, gross negligence, bad faith, willful misconduct and/or criminal acts of such person.

(e)The Company will provide financial information to the Optionees on the same basis as the Company provides such information to its shareholders, which in any event shall include dissemination of the Company's financial statements at least annually.

4.NUMBER OF SHARES SUBJECT TO PLAN

The stock to be offered under the Plan shall consist of up to 14,000,000 shares of Common Stock. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan.

5.ELIGIBILITY AND PARTICIPATION

(a)The Committee shall determine the Employees to whom Options shall be granted, the time or times at which such Options shall be granted and the number of shares to be subject to each Option. An Employee who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options if the Committee shall so determine. An Employee may be granted Incentive Options or Non-Qualified Options or both under the Plan; provided, however, that the grant of Incentive Options and Non-Qualified Options to an Employee shall be the grant of separate Options and each Incentive Option and each Non-Qualified Option shall be specifically designated as such.

(b)In no event shall an Employee be granted in any calendar year, under the Plan and all other plans of the Company and any Subsidiary or Parent of the Company, Incentive Options that are first exercisable during any one calendar year for stock

with an aggregate Fair Market Value (determined as of the time the option was granted) in excess of $100,000.

6.PURCHASE PRICE

The purchase price of each share covered by the Plan shall be determined by the Committee subject to the following:

(a)The purchase price of each share covered by each Incentive Option shall not be less than 100% of the Fair Market Value of the Common Stock of the Company on the date the Incentive Option is granted; provided, however, that if at the time an Incentive Option is granted the Optionee owns or would be considered to own by reason of Section 424(d) of the Code more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or Parent of the Company, the purchase price of the shares covered by such Incentive Option shall not be less than 110% of the Fair Market Value of the Common Stock on the date the Incentive Option is granted.

(b)The purchase price of each share covered by each Non-Qualified Option shall not be less than 85% of the Fair Market Value of the Common Stock of the Company on the date the Non-Qualified Option is granted; provided, however, that if the Optionee owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or Parent of the Company, the purchase price of the shares covered by such Non-Qualified Option shall not be less than 110% of the Fair Market Value of the Common Stock on the date the Non-Qualified Option is granted.

7.DURATION OF OPTIONS

The expiration date of each Option and all rights thereunder shall be determined by the Committee. In the event the Committee does not specify the expiration date of the Option, the expiration date shall be 10 years from the date on which the Option is granted, and shall be subject to earlier termination as provided herein; provided, however, that if at the time an Incentive Option is granted the Optionee owns or would be considered to own by reason of Section 424(d) of the Code more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary or Parent of the Company, such Incentive Option shall expire 5 years from the date the Incentive Option is granted unless the Committee selects an earlier date.

8.EXERCISE OF OPTIONS

Unless a more rapid exercise rate is specified by the Committee, Options shall be exercisable at a rate of 25% per year over four (4) years from the date of grant of such Options. Notwithstanding the foregoing, at no time will Options be exercisable at a rate of less than 20% per year over five (5) years.

An Optionee may purchase less than the total number of shares for which the Option is exercisable, provided that a partial exercise of an Option may not be for less than 10 shares, unless the exercise is during the final year of the Option, and shall not include any fractional shares. As a condition to the exercise, in whole or in part, of any Option, the Committee may in its sole discretion require the Optionee to pay, in addition to the purchase price of the shares covered by the Option, an amount equal to any federal, state and local taxes that the Committee has determined are required to be paid in connection with the exercise of such Option in order to enable the Company to claim a deduction or otherwise. Furthermore, if any Optionee disposes of any shares of stock acquired by exercise of an Incentive Option prior to the expiration of either of the holding periods specified in Section 422(a)(1) of the Code, the Optionee shall pay to the Company, or the Company shall have the right to withhold from any payments to be made to the Optionee, an amount equal to any federal, state and local taxes the Committee has determined are required to be paid in connection with the exercise of such Option, in order to enable the Company to claim a deduction or otherwise.

9.METHOD OF EXERCISE

(a)To the extent that the right to purchase shares has accrued, Options may be exercised from time to time by giving written notice to the Company stating the number of shares with respect to which the Option is being exercised, accompanied by payment in full, by cash or by certified or cashier's check payable to the order of the Company or the equivalent thereof acceptable to the Company, of the purchase price for the number of shares being purchased and, if applicable, any federal, state or local taxes required to be paid in accordance with the provisions of Section 8 hereof. The Company shall issue a separate certificate or certificates with respect to each Option exercised by an Optionee.

(b)In the Committee's discretion, payment of the purchase price for the shares with respect to which the Option is being exercised may be made in whole or in part with shares of Common Stock of the Company. If payment is made with shares of Common Stock, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company certificates

representing the number of shares of Common Stock in payment for the shares being purchased, duly endorsed for transfer to the Company. If requested by the Committee, prior to the acceptance of such certificates in payment for such shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation and warranty in writing that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of all liens and encumbrances. The value of the shares of Common Stock tendered in payment for the shares being purchased shall be their Fair Market Value on the date of the Optionee's exercise.

(c)Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the shares for such period as may be required for it to comply, with reasonable diligence, with any applicable listing requirements of any national securities exchange or any federal, state or local law. If an Optionee, or other person entitled to exercise an Option, fails to accept delivery of or fails to pay for all or any portion of the shares requested in the notice of exercise, upon tender of delivery thereof, the Committee shall have the right to terminate his or her Option with respect to such shares.

(d)The Company may make loans to Optionees as the Committee, in its discretion, may determine in connection with the exercise of outstanding Options granted under the Plan. Such loans shall (i) be evidenced by promissory notes entered into by the holders in favor of the Company; (ii) be subject to the terms and conditions set forth in this subsection (d) and such other terms and conditions, not inconsistent with the Plan, as the Committee shall determine; and (iii) bear interest at such rate as the Committee shall determine. In no event may the principal amount of any such loan exceed the purchase price of the shares of Common Stock covered by the Option, or portion thereof, purchased by the Optionee. The initial term of the loan, the schedule of payments of principal and interest under the loan, the extent to which the loan is to be with or without recourse against the holder with respect to principal and applicable interest and the conditions upon which the loan will become payable in the event of the holder's termination of employment shall be determined by the Committee; provided, however, that the term of the loan, including extensions, shall not exceed ten (10) years. Unless the Committee determines otherwise, when a loan shall have been made, shares of Common Stock having a Fair Market Value as of the date of determination at least equal to the principal amount of the loan shall be pledged by the holder to the Company as security for payment of the unpaid balance of the loan and such pledge shall be evidenced by a security agreement, the terms of which shall be determined by the Committee, in its discretion; provided, however, that each loan shall comply with all applicable laws, regulations and rules of the Board of Governors of the Federal Reserve System and any other governmental agency having jurisdiction.

10.NON-TRANSFERABILITY OF OPTIONS

No Option granted under the Plan shall be assignable or transferable by the Optionee, either voluntarily or by operation of law, otherwise than by will or the laws of descent and distribution, and shall be exercisable during his or her lifetime only by the Optionee.

11.CONTINUANCE OF EMPLOYMENT

Nothing contained in the Plan or in any Option granted under the Plan shall confer upon any Optionee any rights with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease the compensation of the Optionee from the rate in existence at the time of the grant of an Option.

12.TERMINATION OF EMPLOYMENT OTHER THAN BY DEATH OR PERMANENT DISABILITY

Except as the Committee may determine otherwise with respect to any Non-Qualified Options granted hereunder: If an Optionee ceases to be an Employee for any reason other than his or her death or Permanent Disability, any Options granted to him or her under the Plan shall terminate three (3) months from the date on which such Optionee terminates his or her employment (whether voluntarily or involuntarily) unless such Optionee has been rehired by the Company and is an Employee on such date. During such three (3) month period, the Optionee may exercise any Option granted to him or her but only to the extent such Option was exercisable on the date of termination of his or her employment and provided that such Option has not expired or otherwise terminated as provided herein. A leave of absence approved in writing by the Committee shall not be deemed a termination of employment for purposes of this Section, but no Option may be exercised during any such leave of absence, except during the first three (3) months thereof.

13.DEATH OR PERMANENT DISABILITY OF OPTIONEE

If an Optionee shall die at a time when he or she is employed by the Company or if the Optionee shall cease to be an Employee by reason of Permanent Disability, any Options granted to him or her under this Plan shall terminate one (1) year after the date of his or her death or termination of employment due to Permanent Disability unless by its terms it shall expire

before such date or otherwise terminate as provided herein, and shall only be exercisable to the extent that it would have been exercisable on the date of his or her death or his or her retirement due to Permanent Disability. In the case of death, the Option may be exercised by the person or persons to whom the Optionee's rights under the Option shall pass by will or by the laws of descent and distribution.

14.STOCK PURCHASE NOT FOR DISTRIBUTION

Each Optionee shall, by accepting the grant of an Option under the Plan, represent and agree, for himself or herself and for his or her transferees by will or the laws of descent and distribution, that all shares of stock purchased upon exercise of the Option will be received and held without a view to distribution except as may be permitted by the Act, and the rules and regulations promulgated thereunder. After each notice of exercise of any portion of an Option, if requested by the Committee, the person entitled to exercise the Option must agree in writing that the shares of stock are being acquired in good faith without a view to distribution except as may be permitted by the Act and the rules and regulations promulgated thereunder.

15.PRIVILEGES OF STOCK OWNERSHIP

No person entitled to exercise any Option granted under the Plan shall have any of the rights or privileges of a shareholder of the Company with respect to any shares of Common Stock issuable upon exercise of such Option until such person has become the holder of record of such shares. No adjustment shall be made for dividends or distributions of rights in respect of such shares if the record date is prior to the date on which such person becomes the holder of record, except as provided in Section 16 hereof.

16.ADJUSTMENTS

(a)If the number of outstanding shares of Common Stock are increased or decreased, or if such shares are exchanged for a different number or kind of shares or securities of the Company, through reorganization, merger, reverse merger, recapitalization, reclassification, stock dividend, stock split, reverse split, combination of shares or other similar transaction, the aggregate number of shares of Common Stock subject to the Plan as provided in Section 4 hereof and the shares of Common Stock subject to issued and outstanding Options under the Plan shall be appropriately and proportionately adjusted by the Committee. Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option but with an appropriate adjustment in the price for each share or other unit of any security covered by the Option.

(b)Notwithstanding the provisions of subsection (a) of this Section 16, and subject to any agreement to the contrary, upon the (i) dissolution or liquidation of the Company or (ii) upon any reorganization, merger or consolidation with one or more corporations as a result of which the Company is not the surviving corporation (or is the surviving corporation in a forward subsidiary merger), or upon a sale of substantially all the assets of the Company or of more than 50% of the then outstanding stock of the Company to another corporation or entity (such events under this subsection (ii) deemed a “Change in Control”), the Plan and each outstanding Option shall terminate; provided, however, that each Option, to the extent it has not been assumed, substituted or replaced by the surviving or acquiring corporation in accordance with all of the terms of subsection (c) immediately below shall become fully exercisable subject to the provisions of Sections 9(b) and (c) hereof within thirty (30) days before the effective date of such dissolution, liquidation or Change in Control;

(c)In the event of a Change in Control, in its sole and absolute discretion, the surviving or acquiring corporation may, but shall not be obligated to, either: (1) assume the Company's rights and obligations under all or part of each Option, (2) substitute for all or part of each Option a substantially equivalent option for the surviving or acquiring corporation's stock, (3) replace all or part of each Option with the right to receive cash, stock, or other property under such terms and provisions as shall be required substantially to preserve the rights and benefits of each such Option then outstanding under this Plan, as determined by the Board or the Committee, in its sole discretion, or (4) some combination of any of the foregoing.

(d)Adjustments under this Section 16 shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional shares of stock shall be issued under the Plan or in connection with any such adjustment.

(e)Change in Control. Subject to the approval of the Board or the Committee, an Option held by any Employee who is an actual employee of the Company or of any Subsidiary or Parent of the Company prior to the effective time of a Change in Control may be subject to additional acceleration of vesting and exercisability upon or after such event, or upon the Optionee's involuntary termination within a designated period of time before or after such event, as set forth in the Incentive Stock Option Agreement or Non-Qualified Stock Option Agreement, as applicable, for such Option, or as may be provided in any other written

agreement between the Company (or any Subsidiary or Parent of the Company) and such Employee.

17.AMENDMENT AND TERMINATION OF PLAN

(a)The Board may from time to time, with respect to any shares at the time not subject to Options, suspend or terminate the Plan or amend or revise the terms of the Plan; provided that any amendment to the Plan shall be approved by a majority of the shareholders of the Company if the amendment would (i) materially increase the benefits accruing to participants under the Plan; (ii) increase the number of shares of Common Stock which may be issued under the Plan, except as permitted under the provisions of Section 16 hereof; or (iii) materially modify the requirements as to eligibility for participation in the Plan.

(b)No amendment, suspension or termination of the Plan shall, without the consent of the Optionee, impair any rights or obligations under any Option theretofore granted to such Optionee under the Plan.

(c)The Board and the Committee may at any time amend the terms of any one or more Options granted under the Plan. However, the terms and conditions of any Option granted to an Optionee under the Plan may be modified or amended in a manner that impairs any rights or obligations under any Option only by a written agreement executed by the Optionee and the Company. Additionally, if any amendment or modification of an Incentive Option would constitute a “modification, extension or renewal” within the meaning of Section 424(h) of the Code, such amendment shall be null and void unless the amendment contains an acknowledgment by the parties substantially in the following form: “The parties hereto recognize and agree that this amendment constitutes a modification, renewal or extension, within the meaning of Section 424(h) of the Code, of the option originally granted ________.”

18.EFFECTIVE DATE OF PLAN

This Plan shall become effective upon adoption by the Board and approval by the Company's shareholders; provided, however, that prior to approval of the Plan by the Company's shareholders, but after adoption by the Board, Options may be granted under the Plan subject to obtaining such shareholders' approval. Notwithstanding the foregoing, such shareholders' approval must occur no later than 12 months after the date of adoption of the Plan by the Board.

19.TERM OF PLAN

No Option shall be granted pursuant to the Plan after 10 years from the earlier of the date of adoption of the Plan by the Board or the date of approval of the Plan by the Company's shareholders.

20.RIGHT TO REPURCHASE AND RIGHT OF FIRST REFUSAL

Unless otherwise agreed to by the Committee, if an Optionee shall cease to be an Employee, the Company shall have the right, in its sole discretion, to repurchase all or any portion of the Common Stock purchased by the Optionee upon the exercise of an Option at the higher of the Fair Market Value or the Optionee's original purchase price within ninety (90) days of the date that such Employee's services with the Company ceased or terminated (or in the case of Options exercised after the date of termination, within ninety (90) days after the date of exercise). Any shares of Common Stock repurchased by the Company hereunder shall again be available for issuance under the Plan. Any repurchase shall be for cash or cancellation of purchase money indebtedness.

Unless otherwise agreed to by the Committee, the Company shall have the right of first refusal, exercisable in connection with any proposed sale, hypothecation or other disposition of the Common Stock purchased by the Optionee pursuant to an Option. In the event the holder of such shares desires to accept a bona fide third-party offer for any or all of such shares, the Common Stock shall first be offered to the Company upon the same terms and conditions as are set forth in the bona fide offer.

Each Option may provide, at the Committee's discretion, that the rights granted by this Section shall lapse and cease to have effect upon any of the following: (1) the first date on which the Common Stock is held of record by more than five hundred (500) persons, (2) determination by the Board that a public market exists for the outstanding shares of the Common Stock or (3) the consummation of an Initial Public Offering.

21.MARKET STAND-OFF

In connection with an Initial Public Offering or any subsequent underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Act, an Optionee shall agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the repurchase of, or otherwise dispose or transfer for value or otherwise

agree to engage in any of the foregoing transactions with respect to any Common Stock without the prior written consent of the Company or its underwriters, for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters, provided, however, that in no event shall such period exceed one hundred-eighty (180) days.

22.LEGENDS

All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities laws, or as may otherwise be appropriate to administer the Plan, and the Committee may cause a legend or legends to be placed on such certificates to evidence such restrictions.

EX-4.5

Exhibit 4.5

RESOLUTIONS

OF THE BOARD OF DIRECTORS OF

CONTINUOUS COMPUTING CORPORATION

AMENDING THE SIXTH AMENDED AND RESTATED1998 STOCK INCENTIVE PLAN

Whereas, the board of directors of Continuous Computing Corporation, a Delaware corporation (the “Company”) previously approved an Agreement and Plan of Merger, dated as of May 2, 2011 (the “Merger Agreement”), by and among RadiSys Corporation, an Oregon corporation (“Purchaser”), RadiSys Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of and agent for and on behalf of the Effective Time Holders (together with the Purchaser, Merger Sub and the Company, the “Parties”), with such changes as Michel Dagenais or the officers of the Company may approve;

Whereas, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement;

Whereas, the Company maintains and the Board administers the Company's Sixth Amended and Restated 1998 Stock Incentive Plan (the “Option Plan”); and

Whereas, the Company has agreed to be acquired by the Purchaser, by means of a merger of Merger Sub with and into the Company (the “Merger”) and, as a result of the Merger, the Company will become a wholly owned subsidiary of the Purchaser;

Whereas, the Merger shall be effected upon the terms and subject to the conditions of the Merger Agreement, as amended by the Amendment;

Whereas, the Company maintains the Option Plan and, pursuant to the Merger Agreement, each Unvested Option held by a Continuing Employee issued and outstanding immediately prior to the effective time of the Merger shall be assumed by the Purchaser and converted into an option exercisable for the common stock of the Purchaser;

Whereas, pursuant to Section 6.18(c) of the Merger Agreement, the Company is required to amend the Option Plan to (i) reduce the number of shares of the Company's common stock issuable under the Option Plan to the number of shares of the Company's common stock subject to the Unvested Options held by Continuing Employees immediately prior to the effective time of the Merger; and (ii) provide that any Option (as defined in the Merger Agreement) that is a Vested Option (as defined in the Merger Agreement) and that is not, by its terms, vested immediately prior to the effective time of the Merger, shall become fully vested immediately prior to the effective time of the Merger;

Whereas, pursuant to Section 17(a) of the Option Plan, the Board may, from time to time, with respect to any shares at the time not subject to Options, suspend the Option Plan or amend or revise the terms of the Option Plan; and

Whereas, contingent upon and effective immediately prior to the consummation of the Merger (the “Closing”), the Company desires to amend Section 4 of the Option Plan to reduce the number of shares

of the Company's common stock subject to the Option Plan to the number of shares of the Company's common stock subject to the Unvested Options held by Continuing Employees immediately prior to the effective time of the Merger and further desires to amend Section 16 of the Option Plan to provide that any Option that is a Vested Option and that is not, by its terms, vested immediately prior to the effective time of the Merger shall become fully vested and exercisable immediately prior to the effective time of the Merger.

Now, Therefore, be it Resolved, that, effective and contingent upon the Closing, Section 4 of the Option Plan be, and it hereby is, amended to reduce the number of shares of the Company's common stock subject to the Option Plan to the number of shares of the Company's common stock subject to the Unvested Options held by Continuing Employees immediately prior to the effective time of the Merger and no new options under the Option Plan shall be granted after the effective time of the Merger; provided, however, that the Option Plan will not be so amended and shall remain in full effect and operation pursuant to its current terms and conditions should the Closing not occur; and

Resolved Further, that, effective and contingent upon the Closing, Section 16 of the Option Plan be, and it hereby is, amended to provide that any Option that is a Vested Option and that is not, by its terms, vested immediately prior to the effective time of the Merger shall become fully vested and exercisable immediately prior to the effective time of the Merger; provided, however, that the Option Plan will not be so amended and shall remain in full effect and operation pursuant to its current terms and conditions should the Closing not occur.

EX-4.6

Exhibit 4.6

RESOLUTIONS OF THE BOARD OF DIRECTORS OF

CONTINUOUS COMPUTING CORPORATION

AMENDING THE SIXTH AMENDED AND RESTATED1998 STOCK INCENTIVE PLAN

Whereas, the Board adopted the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, which became effective as of the date of approval by the stockholders of the Company on January 25, 2007 (thereafter amended from time to time, the “Plan”);

Whereas, the Company has agreed to be acquired by RadiSys Corporation, an Oregon corporation (the “Purchaser”), by means of a merger of RadiSys Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), with and into the Company (the “Merger”) and, as a result of the Merger, the Company will become a wholly owned subsidiary of the Purchaser;

Whereas, the Merger shall be effected upon the terms and subject to the conditions of that certain Agreement and Plan of Merger (the “Merger Agreement”) dated May 2, 2011 and amended on June 22, 2011, by and among the Company, the Purchaser, Merger Sub and Shareholder Representative Services LLC;

Whereas,pursuant to the Merger Agreement, each Unvested Option held by a Continuing Employee (as each such capitalized term is defined in the Merger Agreement) issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall be assumed by the Purchaser and converted into an option exercisable for the common stock of the Purchaser; and

Whereas, the Board has determined that the amendment of the Plan, to become effective as of, and only as of, the Effective Time, now is considered desirable to reflect the purpose and intent of the Merger Agreement and the effect of the Merger on the Plan.

Now Therefore, Be It Resolved, that pursuant to the power and authority reserved under Section 17 of the Plan, the Plan is amended contingent and effective upon the Effective Time as follows:

1. Section 2 of the Plan is amended to add the following definitions:

“Merger” shall mean the transaction under which Continuous Computing Corporation has agreed to be acquired by RadiSys.

“RadiSys” shall mean RadiSys Corporation, an Oregon corporation.

2. Section 2 of the Plan is amended to replace the definition of “Committee” with:

“Committee” shall mean the Compensation and Development Committee of the Board of Directors of RadiSys.

3. Section 2 of the Plan is amended to replace the definition of “Common Stock” with:

“Common Stock” shall mean the common stock of RadiSys.

4. Section 2 of the Plan is amended to replace the definition of “Fair Market Value” with:

“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

a. If the Common Stock is listed on any established stock exchange or a national market system,

including without limitation the Nasdaq Global Select Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable;

b. If the Common Stock is quoted on the Nasdaq System (but not on the Nasdaq Global Select Market thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

c. In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee.

5. The following sentence is added at the end of Section 5(a) of the Plan:

No Option may be granted under the Plan after the Merger.

6. All references to “the Company” in the Plan are replaced with RadiSys, unless the context otherwise requires, except to the extent and with respect to any Plan provisions applicable to events that occurred prior to the Effective Time, to the extent applicable.

7. Section 9 of the Plan is amended to add the following new Section 9(d):

(d) Notwithstanding anything to the contrary under the Plan or any option agreement, an Optionee shall not be allowed to exercise an Option to the extent that either (1) the number of shares of Common Stock underlying such Option has not yet been finalized as determined in accordance with the conversion provisions set forth in Section 6.11 of the Merger Agreement, or (2) such portion of the Option is a Contingent Assumed Option (as defined in the Merger Agreement) that has not yet been released to the Optionee by the Company in accordance with the terms of Section 6.11 of the Merger Agreement. The Committee shall have the right to extend the term of any Option, provided that such extension would not result in adverse tax consequences to the Optionee under Code Section 409A and the regulations thereunder, or any other applicable law.

8. Section 11 of the Plan is amended to read as follows:

Nothing contained in the Plan or in any Option under the Plan will confer upon any Optionee any rights with respect to the continuation of his or her employment by RadiSys and its subsidiaries. Also, RadiSys and its subsidiaries retain the right to terminate the employment of any Optionee.

9. Section 19 of the Plan is amended to read as follows:

No Option shall be granted under the Plan after the Merger.

EX-4.7

	Exhibit 4.7
Notice of Option Assumption and Conversion	RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124

FIRST_NAME-	Grant Number:	OPTION_NUMBER
LAST_NAME	Plan:	EQUITY_PLAN
ADDRESS_LINE_1	ID:	ACCOUNT_USER_DEFINED_FIELD4
ADDRESS_LINE_2
ADDRESS_LINE_3
CITYSTATE
ZIPCODE
COUNTRY

Congratulations! Your Option under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, as amended (the “Plan”), has been assumed by RadiSys Corporation (the "Company") and converted into an Option to purchase shares of Common Stock of the Company, subject to the terms and conditions of the Plan and this Notice of Option Assumption and Conversion, as outlined below:

Date of Grant:

Date of Conversion to RSYS Option:

Vesting Commencement Date:

Exercise Price Per Non-Contingent RSYS Share:                OPTION_PRICE'

Total Number of Non-Contingent RSYS Shares:                TOTAL_SHARES_GRANTED

Maximum Potential Number of Contingent Assumed Option RSYS Shares:

Type of Option:                                Non-qualified stock option

Expiration Date of Option:                            Tenth anniversary of the Date of Grant

Detailed Vesting Schedule

Shares    Vest TypeVest Date

Note: All dates in mm/dd/yyyy format

A copy of the Plan and the Plan Prospectus, which contain important terms and conditions, can be accessed from http://radisphere.radisys.com under Human Resources/Compensation/Stock Plans/Plan Document and Prospectus. If you'd like a hard copy of the documents, please contact Kim Moore at 503-615-1744 or via email kim.moore@radisys.com. To obtain a copy of the most recent RadiSys Annual Report, go to www.radisys.com under Investors/Annual Reports. By accepting this Option and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification. Any capitalized terms not defined herein will have the same meaning as set forth in the Plan.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The assumption and conversion of Options is a one-time benefit and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its Subsidiaries. [Executive Alternate A ISO and Non-Executive ISO: Vesting will stop and your Option will automatically expire six months after termination of your employment with the Company and its Subsidiaries (12 months in the event of your death or Permanent Disability), or, if earlier, upon the expiration of the term of the Option.] [Executive Alternate B ISO: Vesting will stop and your Option will automatically expire 12 months after termination of your employment with the Company and its Subsidiaries for any reason, including in the event of your death or Permanent Disability, or, if earlier, upon the expiration of

the term of the Option.] Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

Your vested Option may not be exercised for any Contingent Assumed Option RSYS Shares unless and until such Contingent Assumed Option has been released as set forth in Section 6.11 of that certain Agreement and Plan of Merger dated May 2, 2011 (the “Merger Agreement”). The maximum potential number of Contingent Assumed Option shares of Common Stock are listed above. Any Contingent Assumed Options that have not been released on the last scheduled release date set forth in Section 6.11 of the Merger Agreement will immediately terminate, and the related Contingent Assumed Option shares of Common Stock will not become available under your Option. You will not receive any payment or other consideration in respect of non-released Contingent Assumed Options.

[Executive Alternate A ISO: In the event that your employment with the Company is terminated without Cause or for Good Reason (as defined in your employment agreement) within 30 days prior to a Change in Control or 12 months following a Change in Control of the Company, then upon your delivery to the Company of an effective Release and Waiver (as attached to your employment agreement), you will be entitled to accelerated vesting of all unvested shares subject to the Option, such that all shares subject to the Option will be vested and fully exercisable as of the date of your termination of employment.]

[Executive Alternate B ISO: In the event that your employment with the Company is terminated without Cause or for Good Reason (as defined in your employment agreement), you will be entitled to accelerated vesting of all unvested shares subject to the Option, such that all shares subject to the Option will be vested and fully exercisable as of the date of your termination of employment.]

[If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. ]

The Option may not be exercised for any fractional shares.

Termination of service (other than by reason of death or Permanent Disability) for purposes hereof shall be deemed to take place upon the earliest to occur of the following: (i) the date of your retirement under the normal retirement policies of the Company; (ii) the date of your retirement with the approval of the Committee because of disability other than Permanent Disability; (iii) the date you receive notice or advice that your service with the Company and its Subsidiaries is terminated; or (iv) the date you cease to render services to the Company and its Subsidiaries (absences for temporary illness, emergencies and vacations or leaves of absence of not more than 90 days' duration and approved in writing by the Committee excepted). The fact that you may receive payment from the Company after termination for vacation pay, for services rendered prior to termination, for salary in lieu of notice or for other benefits shall not affect the termination date.

The Committee shall have the full authority, in its sole discretion, to specify any rules, procedures, adjustments or matters with respect to the Plan or any Options issued under the Plan in connection with any reorganization, merger, reverse merger, recapitalization, reclassification, stock split, reverse split, combination of shares, sale of all or substantially all of the assets of the Company, sale of the Company or other corporate event or transaction, including, without limitation, modifying any applicable vesting provisions, adjusting the amount of outstanding Options, and/or terminating the Plan. The Committee shall not be obligated to take any action, but any determination by the Committee, and the extent thereof, shall be final, binding and conclusive. No fractional shares of stock shall be issued under the Plan or in connection with any such adjustment.

The exercise price per share of Common Stock and the conversion of your Option has been set based on what the Company regards as good faith compliance with the applicable guidance issued by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section 409A”) in order to avoid the Option being treated as deferred compensation under Section 409A. However, the Company can give no assurance that the IRS will agree that the exercise price per share of Common Stock and/or the conversion of your Option has been set so that the Option will not be treated as deferred compensation under Section 409A. Accordingly, by accepting this Option and exercising any portion of your Option, you agree and acknowledge that the Company and its Subsidiaries, and each of their officers, employees, directors and shareholders, shall not be liable to you or any other person for any applicable taxes, interest, penalties or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under Section 409A. You should consult with your own tax

advisor concerning the tax consequences of the Option as deferred compensation under Section 409A.

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated. Repricing of this Option is not permitted, except as otherwise provided in the Plan.

Options covered by this Notice of Option Assumption and Conversion may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options.

This Notice of Option Assumption and Conversion is addressed to you in duplicate and will not be effective until you execute the acceptance below and return one copy to Kim Moore, thereby acknowledging that you have read, approved of and agreed to all the terms and conditions of this Notice and the Plan.

Accepted:

Signature:____________________________

Name:_______________________________

Date:_________________________________

E*TRADE

Your Option grant details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services.

Kim Moore is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data listed on-line, received Option grant documents, the process for exercising Options and/or terms and conditions of the Plan. 

EX-4.8

Notice of Option Assumption and Conversion - Non-U.S. Optionees Exhibit 4.8 RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124

FIRST_NAME-	Grant Number:	OPTION_NUMBER
LAST_NAME	Plan:	EQUITY_PLAN
ADDRESS_LINE_1	ID:	ACCOUNT_USER_DEFINED_FIELD4
ADDRESS_LINE_2
ADDRESS_LINE_3
CITYSTATE
ZIPCODE
COUNTRY

Congratulations! Your Option under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, as amended (the “Plan”), has been assumed by RadiSys Corporation (the “Company”) and converted into an Option to purchase shares of Common Stock of the Company, subject to the terms and conditions of the Plan and this Notice of Option Assumption and Conversion - Non-U.S. Optionees (the “Notice”), as outlined below:

Date of Grant:

Date of Conversion to RSYS Option:

Vesting Commencement Date:

Exercise Price Per Non-Contingent RSYS Share:                OPTION_PRICE,'$

Total Number of Non-Contingent RSYS Shares:                 TOTAL_SHARES_GRANTED

Maximum Potential Number of Contingent Assumed Option RSYS Shares:

Type of Option:                                Non-qualified stock option

Expiration Date of Option:                            Tenth anniversary of the Date of Grant

Detailed Vesting Schedule

SharesVest TypeVest Date

 Note: All dates in mm/dd/yyyy format

A copy of the Plan and the Plan Prospectus, which contain important terms and conditions, can be accessed from http://radisphere.radisys.com under Human Resources/Compensation/Stock Plans/Plan Document and Prospectus. If you'd like a hard copy of the documents, please contact Kim Moore at 503-615-1744 or via email kim.moore@radisys.com. To obtain a copy of the most recent RadiSys Annual Report, go to www.radisys.com under Investors/Annual Reports. By accepting this Option and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification. Any capitalized terms not defined herein will have the same meaning as set forth in the Plan. For the sake of clarity, a Subsidiary of the Company includes Continuous Computing Corporation.

The Plan is discretionary in nature and may be amended, cancelled, or terminated at any time. The assumption and conversion of Options is a one-time benefit and does not create any contractual or other right to receive a grant of Options or benefits in lieu of Options in the future.

Vesting and the duration of your Option are both subject to your continual employment with the Company or any of its Subsidiaries. Your Option is not transferable, does not imply any right to continued employment and may be exercised only by you.

Your vested Option only may be exercised to acquire whole shares of Common Stock and may not be exercised for any Contingent Assumed Option RSYS Shares unless and until such Contingent Assumed Option has been released as set forth in

Section 6.11 of that certain Agreement and Plan of Merger dated May 2, 2011 (the “Merger Agreement”). The maximum potential number of Contingent Assumed Option shares of Common Stock are listed above. Any Contingent Assumed Options that have not been released on the last scheduled release date set forth in Section 6.11 of the Merger Agreement will immediately terminate, and the related Contingent Assumed Option shares of Common Stock will not become available under your Option. You will not receive any payment or other consideration in respect of non-released Contingent Assumed Options.

When you exercise the Option, the Committee may require you to pay the purchase price of shares of Common Stock subject to the Option in a particular method of exercise, may allow you to exercise the Option only by means of a cashless exercise (either a cashless “sell all” exercise and/or a cashless “sell to cover” exercise) as it shall determine in its sole discretion, and/or may require you to sell any shares of Common Stock acquired under the Plan within a specified period following your termination of employment.

You agree to repatriate all payments attributable to the shares of Common Stock acquired under the Plan in accordance with local foreign exchange rules and regulations in your country of residence (and country of employment, if different). In addition, you agree to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries, as may be required to allow the Company and any of its Subsidiaries to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

You acknowledge and consent to the collection, use, processing and transfer of personal data as described in this paragraph. You understand that the Company and its Subsidiaries hold certain personal information about you, including your name, home address and telephone number, date of birth, social security number, social insurance number or other employee identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of Common Stock awarded, canceled, purchased, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). You further understand that the Company and/or its Subsidiaries will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. You understand that these recipients may be located in the United States and elsewhere. You authorize them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Common Stock on your behalf to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired pursuant to the Plan. You understand and further authorize the Company and/or any of its Subsidiaries to keep Data in your personnel file. You also understand that you may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company. You further understand that withdrawing your consent may affect your ability to participate in the Plan.

This Option shall not limit or restrict the right of the Company or the Subsidiary that employs you to terminate your employment or service at any time or for any reason (as may otherwise be permitted under local law). You will have no entitlement to compensation or damages in consequence of the termination of your employment by the Company or any of its or their Subsidiaries for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vest in any Option as a result of such termination or from the loss or diminution in value of the same and, upon the assumption and conversion of this Option, you will be deemed irrevocably to have waived such entitlement.

Termination of service (other than by reason of death or Permanent Disability) for purposes hereof shall be deemed to take place upon the earliest to occur of the following: (i) the date of your retirement under the normal retirement policies of the Company; (ii) the date of your retirement with the approval of the Committee because of disability other than Permanent Disability; (iii) the date you receive notice or advice that your service with the Company and its Subsidiaries is terminated; or (iv) the date you cease to render services to the Company and its Subsidiaries (absences for temporary illness, emergencies and vacations or leaves of absence of not more than 90 days' duration and approved in writing by the Committee excepted). Notwithstanding anything to the contrary in the Plan or this Notice, and for purposes of clarity, any termination of service shall be effective as of the date your active employment ceases and shall not be extended by any statutory or common law notice of termination period. The fact that you may receive payment from the Company after termination for vacation pay, for services rendered prior to termination, for salary in lieu of notice or for other benefits shall not affect the termination date.

The Committee shall have the full authority, in its sole discretion, to specify any rules, procedures, adjustments or matters with respect to the Plan or any Options issued under the Plan in connection with any reorganization, merger, reverse merger,

recapitalization, reclassification, stock split, reverse split, combination of shares, sale of all or substantially all of the assets of the Company, sale of the Company or other corporate event or transaction, including, without limitation, modifying any applicable vesting provisions, adjusting the amount of outstanding Options, and/or terminating the Plan. The Committee shall not be obligated to take any action, but any determination by the Committee, and the extent thereof, shall be final, binding and conclusive. No fractional shares of stock shall be issued under the Plan or in connection with any such adjustment.

The exercise price per share of Common Stock and the conversion of your Option has been set based on what the Company regards as good faith compliance with the applicable guidance issued by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section 409A”) in order to avoid the Option being treated as deferred compensation under Section 409A. However, the Company can give no assurance that the IRS will agree that the exercise price per share of Common Stock and/or the conversion of your Option has been set so that the Option will not be treated as deferred compensation under Section 409A. Accordingly, by accepting this Option and exercising any portion of your Option, you agree and acknowledge that the Company and its Subsidiaries, and each of their officers, employees, directors and shareholders, shall not be liable to you or any other person for any applicable taxes, interest, penalties or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under Section 409A. You should consult with your own tax advisor concerning the tax consequences of the Option as deferred compensation under Section 409A.

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated. Repricing of this Option is not permitted, except as otherwise provided in the Plan.

The assumption and conversion of your Option is not intended to be a public offering of securities in your country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the assumption and conversion of the Option is not subject to the supervision of the local securities authorities. No employee of the Company or any of the its Subsidiaries or affiliates is permitted to advise you on whether you should acquire shares of Common Stock by exercising the Option under the Plan. Investment in shares of Common Stock involves a degree of risk. Before deciding to acquire shares of Common Stock by exercising the Option, you should carefully consider all risk factors relevant to the acquisition of shares of Common Stock under the Plan and you should carefully review all of the materials related to the Option and the Plan. In addition, you should consult with your personal advisor for professional investment advice.

The Plan is governed by and subject to the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof. Interpretation of the Plan and your rights under the Plan will be governed by provisions of the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof.

Options covered by this Notice may have certain tax consequences at the time of exercise. You are encouraged to obtain independent tax advice before exercising any Options.

As a condition to the delivery of shares of Common Stock upon your exercise of the Option, you must make arrangements satisfactory to the Company for the payment of any and all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) required to be paid or withheld in connection with the exercise of the Option. If your country of residence (and/or country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a number of whole shares of Common Stock otherwise issuable upon exercise of the Option that have an aggregate Fair Market Value sufficient to pay the minimum Tax-Related Items required to be withheld with respect to the exercised Option. For purposes of the foregoing, no fractional shares of Common Stock will be withheld or issued pursuant to the assumption and conversion of the Option and the issuance of shares of Common Stock hereunder. Alternatively, the Company and/or the Subsidiary that employs you may, in its discretion, withhold any amount necessary to pay the Tax-Related Items from your salary or other amounts payable to you, with no withholding of shares of Common Stock, or may require you to submit a cash payment equivalent to the minimum Tax-Related Items required to be withheld with respect to the exercised Option. In the event the withholding requirements are not satisfied, no shares of Common Stock will be issued to you (or your estate) upon exercise of the Option unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by you with respect to the payment of any such Tax-Related Items. All other Tax-Related Items related to the Option and any shares of Common Stock delivered in payment thereof are your sole responsibility.

The Company may, in its sole discretion, decide to deliver any documents related to the Option to you under the Plan by electronic means. You hereby consent to receive such documents be electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third-party designated by the Company.

If you are resident and/or employed outside of the United States, you acknowledge and agree that it is your express intent that this Notice, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Options, be drawn up in English. If you have received the Notice, the Plan or any other documents related to the Options translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

The Company reserves the right to impose other requirements on the Option, any shares of Common Stock acquired pursuant to the Option, and your participation in the Plan, to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. Such requirements may include (but are not limited to) requiring you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Notwithstanding any provision of these terms and conditions to the contrary, the Option shall be subject to such special terms and conditions for your country of residence (and country of employment, if different), as the Company may determine in its sole discretion and which shall be set forth in an addendum to this Notice of Option Assumption and Conversion (the “Addendum”). If you transfer your residence and/or employment to another country, any special terms and conditions for such country will apply to the Option to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan. In all circumstances, the Addendum shall constitute part of the Notice and these terms and conditions.

This Notice is addressed to you in duplicate and will not be effective until you execute the acceptance below and return one copy to Kim Moore, thereby acknowledging that you have read, approved of and agreed to all the terms and conditions of this Notice and the Plan.

Accepted:

Signature:____________________________

Name:_______________________________

Date:_________________________________

E*TRADE

Your Option details have been posted on-line at www.etrade.com/stockplans. Your "stock plan" account will allow you to view your current balance of vested/unvested Options, exercise vested Options and initiate a variety of other Option management services.

Kim Moore is RadiSys' Stock Plan Administrator. Please contact her at 503-615-1744 or via email kim.moore@radisys.com if you have any questions or concerns regarding the accuracy of Option data listed on-line, received Option documents, the process for exercising Options and/or terms and conditions of the Plan. 

EX-5.1

Exhibit 5.1

Opinion of Stoel Rives LLP

July 12, 2011

Board of Directors

RadiSys Corporation

5445 NE Dawson Creek Rd.

Hillsboro, OR 97124

We have been requested by RadiSys Corporation (the “Company”) to deliver this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 covering up to 323,123 shares of its common stock (the “Shares”) issuable as a result of the conversion of Continuous Computing Corporation, a Delaware corporation (“CCPU”), stock options granted under the Sixth Amended and Restated Continuous Computing Corporation 1998 Stock Incentive Plan, as amended (the “Plan”), into a right to purchase the Shares, pursuant to that certain Agreement and Plan of Merger, dated May 2, 2011, among the Company, Continuous Computing Corporation (“CCPU”), RadiSys Holdings, Inc., and Shareholder Representative Services LLC, as representative of the stockholders of CCPU and such other persons entitled to receive consideration thereunder, as amended. We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

Based on the foregoing, it is our opinion that:

1.    The Company is a corporation validly existing under the laws of the state of Oregon; and

2.    The Shares (including any additional shares of the Company's common stock that become issuable pursuant to the anti-dilution provisions of the Plan) are authorized and, when issued pursuant to the Plan and upon receipt by the Company of any consideration to be paid or delivered in connection with such issuance, will be legally issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Stoel Rives LLP

Stoel Rives LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

RadiSys Corporation:

We consent to the use of our reports dated March 15, 2011 with respect to the consolidated balance sheets of RadiSys Corporation as of December 31, 2010 and 2009, and the related consolidated statements of operations, changes in shareholders' equity and comprehensive loss and cash flows for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference.

Our report states the Company adopted Financial Accounting Standards Board Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1) (codified in FASB ASC Topic 470, Debt with Conversions and Other Options) effective as of January 1, 2009 and retrospectively adjusted its accounting for its consolidated financial statements for the year ended December 31, 2008 presented therein.

/s/ KPMG LLP

Portland, Oregon

July 11, 2011