10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)
[x]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-26844

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

OREGON	93-0945232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5435 N.E. Dawson Creek Drive, Hillsboro, OR	97124
(Address of principal executive offices)	(Zip Code)
(503) 615-1100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  [x]    No  [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  [x]    No  [ ]

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	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)     Yes  [ ]    No  [x]

Number of shares of common stock outstanding as of April 29, 2014: 36,057,696

RADISYS CORPORATION

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2014 and 2013	3
Condensed Consolidated Statements of Comprehensive Loss – Three Months Ended March 31, 2014 and 2013	4
Condensed Consolidated Balance Sheets – March 31, 2014 and December 31, 2013	5
Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2014 and 2013	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1A. Risk Factors	31
Item 6. Exhibits	31
Signatures	32

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RADISYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

	Three Months Ended
	March 31,
	2014			2013
Revenues	$	43,799		$	68,178
Cost of sales:
Cost of sales	30,597			46,306
Amortization of purchased technology	2,054			2,217
Total cost of sales	32,651			48,523
Gross margin	11,148			19,655
Research and development	8,419			11,535
Selling, general and administrative	9,596			11,096
Intangible asset amortization	1,297			1,304
Restructuring and other charges, net	1,300			1,270
Loss from operations	(9,464		)	(5,550		)
Interest expense	(287		)	(332		)
Other income, net	179			147
Loss before income tax expense	(9,572		)	(5,735		)
Income tax expense	862			822
Net loss	$	(10,434	)	$	(6,557	)
Net loss per share:
Basic	$	(0.35	)	$	(0.23	)
Diluted	$	(0.35	)	$	(0.23	)
Weighted average shares outstanding:
Basic	29,864			28,470
Diluted	29,864			28,470

The accompanying notes are an integral part of these financial statements.

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RADISYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, unaudited)

	Three Months Ended
	March 31,
	2014			2013
Net loss	$	(10,434	)	$	(6,557	)
Other comprehensive income (loss):
Translation adjustments income (loss)	126			(194		)
Net adjustment for fair value of hedge derivatives, net of tax	515			108
Other comprehensive income (loss)	641			(86		)
Comprehensive loss	$	(9,793	)	$	(6,643	)

The accompanying notes are an integral part of these financial statements.

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RADISYS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, unaudited)

	March 31, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	42,264		$	25,482
Accounts receivable, net	37,547			41,359
Other receivables	4,347			2,634
Inventories, net	23,891			25,409
Other current assets	6,677			4,688
Deferred tax assets, net	1,173			1,121
Total current assets	115,899			100,693
Property and equipment, net	13,474			14,854
Intangible assets, net	53,159			56,510
Long-term deferred tax assets, net	2,526			2,686
Other assets	1,423			1,442
Total assets	$	186,481		$	176,185
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	32,245		$	35,081
Accrued wages and bonuses	4,326			5,547
Deferred revenue	10,958			8,167
Line of credit	15,000			15,000
Convertible senior notes	18,000			—
Other accrued liabilities	9,412			9,978
Total current liabilities	89,941			73,773
Long-term liabilities:
Convertible senior notes	—			18,000
Other long-term liabilities	3,416			3,276
Total long-term liabilities	3,416			21,276
Total liabilities	93,357			95,049
Commitments and contingencies (Note 8)
Shareholders’ equity:
Common stock — no par value, 100,000 shares authorized; 36,017 and 29,198 shares issued and outstanding at March 31, 2014 and December 31, 2013	331,151			309,370
Accumulated deficit	(239,524		)	(229,090		)
Accumulated other comprehensive income:
Cumulative translation adjustments	1,857			1,731
Unrealized loss on hedge instruments	(360		)	(875		)
Total accumulated other comprehensive income	1,497			856
Total shareholders’ equity	93,124			81,136
Total liabilities and shareholders’ equity	$	186,481		$	176,185

The accompanying notes are an integral part of these financial statements.

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RADISYS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	Three Months Ended
	March 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(10,434	)	$	(6,557	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	5,245			5,524
Inventory valuation allowance	1,162			397
Deferred income taxes	311			373
Stock-based compensation expense	1,121			1,099
Write-off of purchased computer software	—			3,068
Net gain from sale of software assets	—			(1,575		)
Other	1,301			(305		)
Changes in operating assets and liabilities:
Accounts receivable	3,901			1,330
Other receivables	(1,707		)	464
Inventories	385			4,381
Other current assets	(1,958		)	641
Accounts payable	(2,713		)	(4,231		)
Accrued wages and bonuses	(1,209		)	(1,705		)
Accrued restructuring	(394		)	11
Deferred revenue	2,791			(1,775		)
Other accrued liabilities	(1,006		)	(223		)
Net cash (used in) provided by operating activities	(3,204		)	917
Cash flows from investing activities:
Capital expenditures	(678		)	(1,699		)
Proceeds from sale of software assets	—			1,180
Net cash used in investing activities	(678		)	(519		)
Cash flows from financing activities:
Borrowings on line of credit	—			15,000
Repayment of convertible subordinated notes	—			(16,919		)
Proceeds from issuance of common stock	20,880			219
Other financing activities	(235		)	(18		)
Net cash provided by (used in) financing activities	20,645			(1,718		)
Effect of exchange rate changes on cash	19			(114		)
Net increase (decrease) in cash and cash equivalents	16,782			(1,434		)
Cash and cash equivalents, beginning of period	25,482			33,182
Cash and cash equivalents, end of period	$	42,264		$	31,748
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	405		$	705
Income taxes	$	217		$	207

The accompanying notes are an integral part of these financial statements.

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RADISYS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Significant Accounting Policies

Radisys Corporation (the “Company” or “Radisys”) has adhered to the accounting policies set forth in its Annual Report on Form 10-K for the year ended December 31, 2013 in preparing the accompanying interim condensed consolidated financial statements. The preparation of these statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Additionally, the accompanying financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Certain prior year balances have been reclassified to conform to the current year’s presentation. Such reclassifications did not affect total cash flows, total net revenues, operating loss, net loss, total assets, total liabilities or shareholders’ equity.

The financial information included herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods.

Note 2 — Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company measures at fair value certain financial assets and liabilities. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1— Quoted prices for identical instruments in active markets;

Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Foreign currency forward contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates; therefore, they are classified within Level 2 of the valuation hierarchy. The cash surrender value of life insurance contracts and deferred compensation liability are measured at fair value using quoted market prices for similar instruments; therefore, they are classified within Level 2 of the valuation hierarchy.

The Company has obligations ("contingent consideration"), to be paid in cash, related to the acquisition of Continuous Computing Corporation ("Continuous Computing") based on the amount of product royalty revenues to be generated by a specified set of contracts associated with certain of Continuous Computing's products over a period of 36 months after closing. The contingent consideration liability was established at the time of acquisition and is evaluated at the end of each reporting period. As the significant inputs used in determining the fair value are unobservable, this liability is classified within Level 3 of the fair value hierarchy.

The fair value of this contingent consideration is determined by calculating the net present value of the expected payments using significant inputs that are not observable in the market, including revenue projections and discount rates consistent with the level of risk of achievement; therefore the Company developed its own assumptions for the expected

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product royalty revenues generated under the arrangement. The fair value of the contingent consideration is affected most significantly by changes in the amount and timing of the revenue projections. If the revenue projections increase or decrease the fair value of the contingent consideration will increase or decrease accordingly in amounts that will vary based on the timing of the projected revenues and the timing of the expected payments.

The following table summarizes the fair value measurements for the Company's financial instruments (in thousands):

	Fair Value Measurements as of March 31, 2014
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,861		$	—	$	1,861		$	—
Deferred compensation liability (A)	(1,068		)	—		(1,068		)	—
Foreign currency forward contracts	587			—		587			—
Contingent consideration liability	(419		)	—		—			(419		)
Total	$	961		$	—	$	1,380		$	(419	)

	Fair Value Measurements as of December 31, 2013
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,866		$	—	$	1,866		$	—
Deferred compensation liability (A)	(1,276		)	—		(1,276		)	—
Foreign currency forward contracts	(169		)	—		(169		)	—
Contingent consideration liability	(390		)	—		—			(390		)
Total	$	31		$	—	$	421		$	(390	)

(A)    The company terminated its Deferred Compensation Plan in 2013. The distribution of plan assets and participant balances began during the quarter ended September 30, 2013 and will continue through January 2015 based on participant elections.

The following table summarizes our Level 3 activity for the Company's contingent consideration liability (in thousands):

	Level 3
Balance at December 31, 2013	$	390
Change in estimate	—
Payments	—
Accretion	29
Balance at March 31, 2014	$	419

The Company records all changes in estimates and accretion on the contingent consideration liability to restructuring and other charges, net in the Condensed Consolidated Statements of Operations and the contingent consideration liability is recorded in other accrued liabilities on the Condensed Consolidated Balance Sheet at March 31, 2014.

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Note 3 — Accounts Receivable and Other Receivables

Accounts receivable consists of sales to the Company's customers which are generally based on standard terms and conditions. Accounts receivable balances consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Accounts receivable, gross	$	37,805		$	41,707
Less: allowance for doubtful accounts	(258		)	(348		)
Accounts receivable, net	$	37,547		$	41,359

As of March 31, 2014 and December 31, 2013, the balance in other receivables was $4.3 million and $2.6 million. Other receivables consisted primarily of non-trade receivables including receivables for value-added taxes and inventory transferred to the Company's contract manufacturing partners on which the Company does not recognize revenue.

Note 4 — Inventories

Inventories consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Raw materials	$	22,935		$	22,416
Work-in-process	465			1,194
Finished goods	9,188			9,644
	32,588			33,254
Less: inventory valuation allowance	(8,697		)	(7,845		)
Inventories, net	$	23,891		$	25,409

As of March 31, 2014, the balance of consigned inventory at the Company’s contract manufacturing partner was $10.8 million. Inventory deposit is inventory held at the Company’s outsourced hardware repair service provider.

Consigned inventory is held at third-party locations, including the Company's contract manufacturing partner and customers. The Company retains title to the inventory until purchased by the third-party. The Company is contractually obligated to purchase the inventory on consignment from its contract manufacturer for the cost of excess inventory that is purchased as a result of the Company's forecasted demand when there is no alternative use. Consigned inventory, consisting of raw materials and finished goods was $11.9 million and $12.0 million at March 31, 2014 and December 31, 2013.

The Company recorded the following charges associated with the valuation of inventory, inventory deposit and the adverse purchase commitment liability (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Inventory, net	$	1,162	$	1,038
Adverse purchase commitments	(127)		(32)

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Note 5 — Restructuring and Other Charges

The following table summarizes the Company's restructuring and other charges as presented in the Condensed Consolidated Statement of Operations (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Employee-related restructuring expenses	$	853		$	517
Fair value adjustments to Continuous Computing contingent consideration liability	—			(740		)
Facility reductions	(6		)	—
Write off of purchased computer software	—			3,068
Net gain from sale of OS-9 software assets	—			(1,575		)
Integration-related expenses	453			—
Restructuring and other charges, net	$	1,300		$	1,270

Restructuring and other charges includes expenses incurred for employee terminations due to a reduction of personnel resources resulting from modifications of business strategy or business emphasis. Employee-related restructuring expenses include severance benefits, notice pay and outplacement services. Restructuring and other charges may also include expenses incurred associated with acquisition or divestiture activities, facility abandonments and other expenses associated with business restructuring actions.

For the three months ended March 31, 2014, the Company recorded the following restructuring charges:

• $0.9 million net expense relating to the severance of employees in connection with the previously reported Penang site closure, as well as severance for 12 additional employees, net of reductions resulting from changes in previously estimated amounts for employee severance and associated payroll costs; and

• $0.5 million net expense principally associated with asset write-offs and personnel overlap resulting from resource consolidation primarily associated with the Shanghai and Penang site closures.

For the three months ended March 31, 2013, the Company recorded the following restructuring and other charges:

• $1.6 million net gain from the sale of the Company's OS-9 software assets;

• $3.1 million expense relating to the write off of the Company's Security Gateway ("SEG") purchased computer software;

• $0.5 million net expense for the severance of nine employees, net of reduction resulting from changes in previously estimated amounts for employee severance and associated payroll costs; and

• $0.7 million gain due to the decrease in fair value of Continuous Computing contingent consideration liability.

Accrued restructuring, which is included in other accrued liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, consisted of the following (in thousands):

	Severance, payroll taxes and other employee benefits			Facility reductions			Total
Balance accrued as of December 31, 2013	$	1,786		$	961		$	2,747
Additions	911			—			911
Reversals	(58		)	(6		)	(64		)
Expenditures	(1,092		)	(149		)	(1,241		)
Balance accrued as of March 31, 2014	$	1,547		$	806		$	2,353

Of the$2.4 millionaccrued restructuring atMarch 31, 2014,$0.2 million is included inother long-term liabilities with the remaining balance being included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

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The Company evaluates the adequacy of the accrued restructuring charges on a quarterly basis. Reversals are recorded in the period in which the Company determines that expected restructuring obligations are less than the amounts accrued.

Note 6 — Short-Term Borrowings

Silicon Valley Bank

At the beginning of the first quarter of 2014, the Company had a $35.0 million secured revolving line of credit agreement (as amended, the "Agreement") with Silicon Valley Bank ("SVB") with a stated maturity date of July 28, 2016. On March 14, 2014, the Company entered into an amended and restated 25.0 million revolving line of credit agreement with SVB (the "2014 Agreement") that replaces the Agreement and has a stated maturity date of July 28, 2016. The secured revolving credit facility under the 2014 Agreement is available for cash borrowings and is subject to a borrowing formula based upon eligible accounts receivable less outstanding letters of credit (aggregate letters of credit are not to exceed $1,000,000). Eligible accounts receivable include 80% of U.S. and 65% of foreign accounts receivable (80% in certain cases), not greater than 60 days past original invoice date. The interest rate is dependent upon the Company's Liquidity (as defined in the 2014 Agreement) when compared to a pre-determined threshold (the "Liquidity Threshold"), which is defined in the 2014 Agreement as $15.0 million, with the exception of the last month end of each quarter, where it is defined as $20.0 million. Liquidity is calculated under the 2014 Agreement as unrestricted cash plus unused availability on the revolving line of credit; however, if the Company's 4.50% convertible senior notes due 2015 (the "2015 convertible senior notes") are not renewed or refinanced 120 days prior to their maturity date, which is February 15, 2015, Liquidity (for purposes of testing against the Liquidity Threshold) will be reduced by the outstanding principal amount of the 2015 convertible senior notes. The calculation of interest under the 2014 Agreement is as follows:

• When Liquidity is above the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 0.75% ; and

• When Liquidity is below the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 2.25%.

Under the 2014 Agreement, the Company is required to make interest payments monthly. The Company was further required to pay a loan modification fee of $35,000 and will be required to pay a commitment fee equal to $35,000 on July 29, 2014 and annually thereafter. Under the 2014 Agreement the Company is required to pay the higher of actual monthly interest incurred or the interest equivalent of $10.0 million in average monthly borrowings. If the Company terminates the commitment under the 2014 Agreement prior to the maturity date, the Company is required to pay a cancellation fee equal to 1.5% of the commitment under the 2014 Agreement.

The 2014 Agreement requires the Company to make certain representations, warranties and other agreements that are customary in credit agreements of this type. The 2014 Agreement also includes a financial covenant that requires the Company to maintain minimum Liquidity of $10.0 million tested monthly.

As of March 31, 2014 and December 31, 2013, the Company had outstanding balances of $15.0 million and $15.0 million issued on its behalf under the 2014 Agreement and the Agreement, respectively. At March 31, 2014, the Company had $4.1 million of total borrowing availability remaining under the 2014 Agreement. At March 31, 2014, the Company was in compliance with all covenants under the 2014 Agreement.

Note 7 — Convertible Debt

2013 Convertible Senior Notes

On February 15, 2013, the Company repaid at maturity the entire outstanding balance of the 2.75% convertible senior notes due 2013 (the "2013 convertible senior notes") in accordance with the terms thereof.

2015 Convertible Senior Notes

On June 20, 2012, the Company entered into subscription agreements with certain holders of the Company's 2013 convertible senior notes. Pursuant to the subscription agreements, on June 29, 2012 the Company exchanged $18.0 million aggregate principal amount of the 2013 convertible senior notes for $18.0 million aggregate principal amount of the 2015 convertible senior notes. The 2015 convertible senior notes mature on February 15, 2015. Holders of the 2015 convertible senior notes may convert their notes into a number of shares of the Company's common stock determined as set forth in the

11

indenture governing the notes at their option on any day to and including the business day prior to the maturity date. The 2015 convertible senior notes are initially convertible into 117.2333 shares of the Company's common stock per $1,000 principal amount of the notes (which is equivalent to a conversion price of approximately $8.53 per share), subject to adjustment upon the occurrence of certain events. Upon the occurrence of a fundamental change, holders of the 2015 convertible senior notes may require the Company to repurchase some or all of their notes for cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any 2015 convertible senior notes converted in connection with such fundamental changes by a specified number of shares of the Company's common stock. The 2015 convertible senior notes are the Company's general unsecured obligations and rank equal in right of payment to all of its existing and future senior indebtedness, and senior in right of payment to the Company's future subordinated debt. The Company's obligations under the 2015 convertible senior notes are not guaranteed by, and are effectively subordinated in right of payment to all existing and future obligations of its subsidiaries and are effectively subordinated in right of payment to its future secured indebtedness to the extent of the assets securing such debt.

As of March 31, 2014 and December 31, 2013, the Company had outstanding 2015 convertible senior notes with a face value of $18.0 million. As of March 31, 2014 and December 31, 2013, the fair values of our 2015 convertible senior notes were $17.9 million and $17.8 million, which are based on the most recent quoted prices of the Company's publicly traded debt on each balance sheet date.

The following table outlines the effective interest rate, contractually stated interest costs, and costs related to the amortization of issuance costs for the Company's 2013 and 2015 convertible senior notes:

	Three Months Ended
	March 31,
	2014			2013
Effective interest rate of 2013 convertible senior notes	NA			3.73		%
Effective interest rate of 2015 convertible senior notes	4.50		%	4.50		%
Contractually stated interest costs	$	203		$	261
Amortization of issuance costs	$	11		$	28

Note 8 — Commitments and Contingencies

Adverse Purchase Commitments

The Company is contractually obligated to reimburse its contract manufacturer for the cost of excess inventory used in the manufacture of the Company's products, if there is no alternative use. This liability, referred to as adverse purchase commitments, is presented in other accrued liabilities in the accompanying Condensed Consolidated Balance Sheets. Estimates for adverse purchase commitments are derived from reports received on a quarterly basis from the Company's contract manufacturer. Increases to this liability are charged to cost of sales. If and when the Company takes possession of inventory reserved for in this liability, the liability is transferred from other accrued liabilities to the excess and obsolete inventory valuation allowance (Note 4 —Inventories).

In November 2013, the Company notified its existing contract manufacturer of the Company's intent to transition manufacturing to another contract manufacturer co-located with the Company's Shenzhen site. Upon notification of intent to terminate the relationship, the manufacturing agreement contractually obligates the Company to purchase all inventories in excess of ninety days demand. As of March 31, 2014 the existing contract manufacturer has yet to invoke this clause and therefore an inventory deposit and offsetting liability have not been reflected on the Condensed Consolidated Balance Sheets to account for the additional potential inventory deposit. The value of the potential liability in excess of the current adverse purchase commitment was $3.7 million at March 31, 2014.

Guarantees and Indemnification Obligations

As permitted under Oregon law, the Company has agreements whereby it indemnifies its officers, directors and certain finance employees for certain events or occurrences while an officer, director or employee is or was serving in such capacity at the request of the Company. The term of the indemnification period is for the officer's, director's or employee's lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a Director and Officer insurance policy that limits its exposure and

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enables the Company to recover a portion of any future amounts paid. To date, the Company has not incurred any costs associated with these indemnification agreements and, as a result, management believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of March 31, 2014.

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to the Company's current products, as well as claims relating to property damage or personal injury resulting from the performance of services by us or the Company's subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is generally limited. Historically, the Company's costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and accordingly management believes the estimated fair value of the agreements is immaterial.

Accrued Warranty

The Company provides for the estimated cost of product warranties at the time it recognizes revenue. Products are generally sold with warranty coverage for a period of 12 or 24 months after shipment. Parts and labor are covered under the terms of the warranty agreement. The workmanship of the Company’s products produced by the contract manufacturer is covered under warranties provided by the contract manufacturer for 12 months. The warranty provision is based on historical experience by product family. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers; however ongoing failure rates, material usage and service delivery costs incurred in correcting product failure, as well as specific product class failures out of the Company’s baseline experience, affect the estimated warranty obligation. If actual product failure rates, material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required.

The following is a summary of the change in the Company's warranty accrual reserve (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Warranty liability balance, beginning of the period	$	3,328		$	3,954
Product warranty accruals	433			1,147
Utilization of accrual	(683		)	(1,212		)
Warranty liability balance, end of the period	$	3,078		$	3,889

At March 31, 2014 and December 31, 2013, $2.4 million and $2.6 million of the warranty liability balance was included in other accrued liabilities and $0.7 million and $0.7 million was included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.

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Note 9 — Basic and Diluted Net Loss per Share

A reconciliation of the numerator and the denominator used to calculate basic and diluted net loss per share is as follows (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2014			2013
Numerator — Basic
Net loss	$	(10,434	)	$	(6,557	)
Numerator — Diluted
Net loss	$	(10,434	)	$	(6,557	)
Interest on convertible notes, net of tax benefit (B)	—			—
Net loss, diluted	$	(10,434	)	$	(6,557	)
Denominator — Basic
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Denominator — Diluted
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Effect of escrow shares (A)	—			—
Effect of convertible notes (B)	—			—
Effect of dilutive restricted stock units (C)	—			—
Effect of dilutive stock options (C)	—			—
Weighted average shares used to calculate net loss per share, diluted	29,864			28,470
Net loss per share
Basic	$	(0.35	)	$	(0.23	)
Diluted	$	(0.35	)	$	(0.23	)

(A) For the three months ended March 31, 2014 there were no remaining contingently issuable shares outstanding. For the three months ended March 31, 2013, 0.1 million contingently issuable shares were excluded from the calculation as their effect would have been anti-dilutive.

(B) For the three months ended March 31, 2014 and 2013, 2.1 million and 2.8 million as-if converted shares associated with the Company's convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive.

(C) For the three months ended March 31, 2014 and 2013, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	3,188	2,892
Restricted stock units	282	488
Performance based restricted stock units (D)	674	985
Total equity award shares excluded	4,144	4,365

(D) Shares under the Long-Term Incentive Plan ("LTIP") are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period. Based on this formula, the maximum number of shares that could be earned was 1.8 million and 2.1 million for the three months ended March 31, 2014 and 2013.

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Note 10 — Income Taxes

The Company's effective tax rate for the three months ended March 31, 2014 differs from the statutory rate due to a full valuation allowance provided against its United States (“U.S.”) net deferred tax assets, a partial valuation allowance against Canadian deferred tax assets, and taxes on foreign income that differ from the U.S. tax rate. The Company’s effective tax rate for the three months ended March 31, 2013 differs from the statutory rate due the full valuation allowance provided against its U.S. net deferred tax assets, Canadian research and experimental development claims, and taxes on foreign income that differ from the U.S. tax rate. 

The Company utilizes the asset and liability method of accounting for income taxes. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon the Company's review of all positive and negative evidence, including its three year U.S. cumulative pre-tax book loss and taxable loss, it concluded that a full and a partial valuation allowance should continue to be recorded against its U.S. and Canadian net deferred tax assets at March 31, 2014. In certain other foreign jurisdictions, where the Company does not have cumulative losses or other negative evidence, the Company had net deferred tax assets of $3.7 million and $3.8 million at March 31, 2014 and December 31, 2013.  In the future, if the Company determines that it is more likely than not that it will realize its US and Canadian net deferred tax assets, it will reverse the applicable portion of the valuation allowance and recognize an income tax benefit in the period in which such determination is made.

The Company's unrecognized tax benefits and related interest and penalties during the three months ended March 31, 2014 increased by $223,000 primarily due to uncertain tax exposures. The ending balance for the unrecognized tax benefits was approximately $3.6 million at March 31, 2014. The related interest and penalties were $0.5 million and $0.3 million. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

The Company is currently under tax examination in India. The periods covered under examination are the Company's financial years 2006 through 2008 and 2010. The examination is in various stages of appellate proceedings and all material uncertain tax positions associated with the examination have been taken into account in the ending balance of the unrecognized tax benefits at March 31, 2014. As of March 31, 2014, the Company is not under examination by tax authorities in any other jurisdictions.

Note 11 — Stock-based Compensation

The following table summarizes awards granted under the Radisys Corporation 2007 and LTIP Stock Plans (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	49	490
Restricted stock units	2	3
Performance based restricted stock awards (A)	167	36
Total	218	529

(A) The performance based restricted stock awards are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period.

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Stock-based compensation was recognized and allocated as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Cost of sales	$	131	$	130
Research and development	229		249
Selling, general and administrative	761		720
Total	$	1,121	$	1,099

Note 12 — Hedging

The Company’s activities expose it to a variety of market risks, including the effects of changes in foreign currency exchange rates. The Company manages these risks through the use of forward exchange contracts, designated as foreign-currency cash flow hedges, in an attempt to reduce the potentially adverse effects of foreign currency exchange rate fluctuations that occur in the normal course of business. As such, the Company’s hedging activities are employed solely for risk management purposes. All hedging transactions are conducted with, in the opinion of management, financially stable and reputable financial institutions. As of March 31, 2014 and December 31, 2013, the only hedge instruments executed by the Company are associated with its exposure to fluctuations in the Indian Rupee, which result from obligations such as payroll and rent paid in this currency.

These derivatives are recognized on the balance sheet at their fair value. Unrealized gain positions are recorded as other current assets and unrealized loss positions are recorded as other current liabilities. Changes in the fair values of the outstanding derivatives that are highly effective are recorded in other comprehensive income until net income is affected by the variability of the cash flows of the hedged transaction. Typically, hedge ineffectiveness could result when the amount of the Company’s hedge contracts exceed the Company’s forecasted or actual transactions for which the hedge contracts were designed to hedge. Once a hedge contract matures, the associated gain (loss) on the contract will remain in other comprehensive income (loss) until the underlying hedged transaction affects net income (loss), at which time the gain (loss) will be reclassified out of accumulated other comprehensive income (loss) and recorded to the expense line item being hedged. The Company only enters into derivative contracts in order to hedge foreign currency exposure, and these contracts do not exceed two years from inception. If the Company entered into a contract for speculative reasons or if the Company’s current hedge position becomes ineffective, changes in the fair values of the derivatives would be recognized in earnings in the current period.

The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives are expected to remain highly effective in future periods. For the three months ended March 31, 2014 and 2013 and for the year ended December 31, 2013, the Company had no hedge ineffectiveness.

During the three months ended March 31, 2014 and 2013, the Company entered into 0 and 12 new foreign currency forward contracts with total notional contractual values of $0.0 million and $2.5 million.

 A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at March 31, 2014 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	12,186	Other current assets	$	587	$	—

A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at December 31, 2013 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	15,328	Other accrued liabilities	$	—	$	(169	)

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The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2014 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	86	$	—	$	—
Research and development	142		—		—
Selling, general and administrative	71		—		—

The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2013 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	89	$	—	$	—
Research and development	51		—		—
Selling, general and administrative	38		—		—

The following is a summary of changes to comprehensive income (loss) associated with the Company's hedging activities (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Beginning balance of unrealized loss on forward exchange contracts	$	(875	)	$	(765	)
Other comprehensive income (loss) before reclassifications	216			(70		)
Amounts reclassified from other comprehensive income (loss)	299			178
Other comprehensive income (loss)	515			108
Ending balance of unrealized loss on forward exchange contracts	$	(360	)	$	(657	)

Over the next twelve months, the Company expects to reclassify into earnings a loss of approximately $0.1 million currently recorded as other comprehensive loss, as a result of the maturity of currently held forward exchange contracts.

The bank counterparties in these contracts expose the Company to credit-related losses in the event of their nonperformance. However, to mitigate that risk, the Company only contracts with counterparties who meet its minimum requirements regarding counterparty credit worthiness. In addition, the Company monitors credit ratings, credit spreads and potential downgrades prior to entering into any new hedging contracts.

Note 13 — Segment Information

The Company's Chief Operating Decision Maker, Radisys' Chief Executive Officer, reviews the Company's results of operations on a consolidated level and executive staff is structured by function rather than by product category. Additionally, key resources, decisions, and assessment of performance are also analyzed on a company-wide level. Due to these factors, the Company is one operating segment.

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Generally, the Company's customers are not the end-users of its products. The Company ultimately derives revenues from the following four product groups (in thousands):

	Three Months Ended
	March 31,
	2014		2013
ATCA Platforms	$	23,192	$	34,818
Software-Solutions	7,841		11,649
COM Express and Rackmount Server	10,461		14,627
Other Products	2,305		7,084
Total revenues	$	43,799	$	68,178

Revenues by geographic area were as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013
United States	$	15,706	$	26,050
Other North America	1,124		652
China	7,027		6,745
Japan	7,208		8,560
Other Asia Pacific	3,260		11,217
Asia Pacific ("APAC")	17,495		26,522
Europe, the Middle East and Africa (“EMEA”)	9,474		14,954
Foreign Countries	28,093		42,128
Total	$	43,799	$	68,178

Long-lived assets by geographic area are as follows (in thousands):

	March 31, 2014		December 31, 2013
Property and equipment, net
United States	$	6,600	$	7,421
Other North America	836		942
China	3,135		3,396
Other APAC	147		185
Total APAC	3,282		3,581
India	2,745		2,893
Other EMEA	11		17
Total EMEA	2,756		2,910
Foreign Countries	6,874		7,433
Total property and equipment, net	$	13,474	$	14,854
Intangible assets, net
United States	$	53,159	$	56,474
Other North America	—		36
Total intangible assets, net	$	53,159	$	56,510

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The following customers accounted for more than 10% of the Company's total revenues:
	Three Months Ended
	March 31,
	2014	2013
Nokia Siemens Networks	18.0%	17.4%
Philips Medical	14.2%	N/A
NEC	13.7%	14.5%

The following customers accounted for more than 10% of accounts receivable:
	March 31, 2014	December 31, 2013
Nokia Siemens Networks	22.4%	20.7%
Philips Medical	13.1%	N/A
NEC	13.7%	N/A

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and the related notes included in this Report on Form 10-Q and with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. Unless required by context, or as otherwise indicated, “we,” “us,” “our” and similar terms, as well as references to the “Company” and “Radisys” refer to Radisys Corporation and include all of our consolidated subsidiaries.

Overview

Radisys Corporation (NASDAQ: RSYS) is a provider of wireless infrastructure solutions to the telecom market.  Our Media Resource Function ("MRF"), T-Series platform products, and Trillium software coupled with an expert professional services organization enable our customers to bring high-value products and services to the telecom market faster and with lower investment and risk.  By leveraging our telecom expertise, we are also able to deliver our products and capabilities into adjacent markets such as aerospace and defense. These products are targeted throughout the telecommunication network from the Radio Access Network ("RAN") to the Evolved Packet Core ("EPC") to the IP Multimedia Subsystem ("IMS") and include the following:

• MRF media processing products, which can be purchased either as a complete system based on our own T-Series ATCA platform (MPX-12000) or as virtualized software-only MPX Operating Software ("MPX-OS") when our customers want to leverage other processing platforms, are designed into the IMS core of the network and provide the necessary media processing capabilities required as carriers deploy applications such as audio conferencing, Voice over Long-Term Evolution ("VoLTE"), Rich Communications Services (“RCS”) and video conferencing;

• T-Series ATCA and Network Appliance products provide the platforms necessary to control and move data in the core of the telecom network enabling networks elements within the EPCs as well as providing a platform for applications such as Deep Packet Inspection ("DPI") and policy management. When these products are combined with our professional service organization of network experts, we believe our technology enables our customers to bring to market solutions such as intelligent gateways (security, femto, and LTE gateways) and load balancers, at a cost and time to market advantage when compared to internally developed solutions; and

• Trillium software is the protocol foundation for a complete turn-key application that enables the communication linkage between end user wireless devices and the small cell base stations carriers utilize to optimize radio access spectrum utilization in both the 3G and LTE networks. Additionally, we leverage the same Trillium technology to enable small cell applications in adjacent markets such as aerospace and defense as well as manufacturing and test.

First Quarter 2014 Summary

During the first quarter of 2014, we completed a public offering of 6.6 million newly issued shares of our common stock and received net proceeds of approximately $20.6 million. This additional cash will be used for working capital purposes and

19

to repay debt effectively strengthening our balance sheet and has positioned us to capitalize on the building design win momentum for our MRF products for use in global VoLTE deployments as well as our next generation virtualized platform.

As expected, our first quarter 2014 revenues declined primarily as a result of prior management decisions to exit certain product lines, certain products reaching end of life and the inconsistent customer order patterns within our Software-Solutions product line. Additionally, continued delays in the deployment of next generation wireless networks and the release of required spectrum in certain geographies to support these networks has adversely affected our ability to offset the aforementioned impacts. We are beginning to realize the benefits of management's 2013 cost reduction actions which resulted in reduced first quarter 2014 R&D and SG&A expense by a combined $4.6 million or 20.4% in the three months ended March 31, 2014 when compared to the same period in 2013. Our contract manufacturing transition continues to remain on track and is scheduled for completion in the third quarter of 2014. This transaction will ultimately enable the closure of our Penang facility and is expected to result in approximately $6 million in annual savings in cost of goods sold as we exit 2014.

The following is a summary-level comparison of the three months ended March 31, 2014 and 2013:

• Revenues decreased $24.4 million to $43.8 million for the three months ended March 31, 2014 from $68.2 million for the three months ended March 31, 2013. Included in this decrease was a combined $8.9 million decline in our Other Products and COM Express and Rackmount Server product groups as these products have been trending towards end of life and as a result of prior strategic decisions to manage certain products for cash. Sales from our ATCA product group also declined $11.6 million due to fewer current year network deployments combined with prior management decisions to exit low margin blade-only businesses. Sales from our Software-Solutions product group revenue declined by $3.8 million primarily due to fewer audio conferencing shipments, including to a top five customer, which adversely affected revenues of our MRF product line.

• Our gross margin decreased 330 basis points ("bps") in the three months ended March 31, 2014 to 25.5% from 28.8% of revenue in the three months ended March 31, 2013. This decrease was the result of decreased overall revenue levels absorbing a lower percentage of our fixed costs which was partially offset by a $1.4 million gain resulting from a vendor claim on faulty components recorded in cost of sales.

• R&D expense decreased $3.1 million to $8.4 million for the three months ended March 31, 2014 from $11.5 million for the three months ended March 31, 2013. This decrease is attributable to the cost-saving actions we undertook in the second half of 2013, which included the closure of our Shanghai and Penang development sites.

• SG&A expense decreased $1.5 million to $9.6 million for the three months ended March 31, 2014 from $11.1 million for the three months ended March 31, 2013. This decrease was the result of payroll, commissions, and facility expense reductions due to decreased headcount, lower sales, and site consolidation.

• Cash and cash equivalents increased $16.8 million to $42.3 million at March 31, 2014 from $25.5 million at December 31, 2013. We raised approximately $20.6 million in cash as a result of a public offering of our common stock. This increase was offset by consumption of $3.2 million of cash used in operations (including $1.2 million in cash restructuring payments) and $0.7 million cash used for capital expenditures.

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Comparison of the Three Months Ended March 31,2014 and 2013

Results of Operations

The following table sets forth certain operating data as a percentage of revenues for the three months ended March 31, 2014 and 2013:

	Three Months Ended
	March 31,
	2014		2013
Revenues	100.0	%	100.0	%
Cost of sales:
Cost of sales	69.9		67.9
Amortization of purchased technology	4.7		3.3
Total cost of sales	74.5		71.2
Gross margin	25.5		28.8
Research and development	19.2		16.9
Selling, general, and administrative	21.9		16.2
Intangible asset amortization	3.0		1.9
Restructuring and other charges, net	3.0		1.9
Loss from operations	(21.6	)	(8.1	)
Interest expense	(0.7	)	(0.5	)
Other income, net	0.4		0.2
Loss before income tax expense	(21.9	)	(8.4	)
Income tax expense	1.9		1.2
Net loss	(23.8	)%	(9.6	)%

Revenues

The following table sets forth our revenues by product group for the three months ended March 31, 2014 and 2013 (in thousands):

	Three Months Ended
	March 31,
	2014		2013		Change
ATCA Platforms	$	23,192	$	34,818	(33.4	)%
Software-Solutions	7,841		11,649		(32.7	)
COM Express and Rackmount Server	10,461		14,627		(28.5	)
Other Products	2,305		7,084		(67.5	)
Total revenues	$	43,799	$	68,178	(35.8	)%

Revenues in the ATCA product group decreased $11.6 million for the three months ended March 31, 2014 from the comparable period in 2013. This was driven by a $5.6 million decrease in revenues from North American customers due to fewer current year network deployments combined with prior management decisions to exit low margin blade-only businesses. Additionally, Asia Pacific revenues decreased $4.7 million as revenue generating LTE deployments in Japan were substantially completed in the first half of 2013.

Revenues in the Software-Solutions product group decreased $3.8 million for the three months ended March 31, 2014 from the comparable period in 2013. The decrease is attributable to the timing of MRF deployments for use in audio conferencing applications during the first quarter of 2013 which were not repeated in 2014. Specifically, this is primarily due to a top five customer shifting its port redundancy strategy to more efficiently use previously licensed ports throughout their network rather than purchasing additional ports to support increased network usage.

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Revenues in the COM Express and Rackmount Server product group decreased $4.2 million for the three months ended March 31, 2014 from the comparable period in 2013 as the result of our strategic decision to manage for cash the value-line of our COM Express modules.

Revenues in the Other Products product group decreased $4.8 million for the three months ended March 31, 2014 from the comparable period in 2013. The decline in revenues was expected by management as these hardware-centric products trend towards end of life and our largest customer continues to transition to next-generation network elements.

Revenue by Geography

The following tables outline overall revenue dollars and the percentage of revenues, by geographic region, for the three months ended March 31, 2014 and 2013 (in thousands):

	Three Months Ended
	March 31,
	2014		2013		Change
North America	$	16,830	$	26,702	(37.0	)%
Asia Pacific	17,495		26,522		(34.0	)
Europe, the Middle East and Africa ("EMEA")	9,474		14,954		(36.6	)
Total	$	43,799	$	68,178	(35.8	)%

	Three Months Ended
	March 31,
	2014		2013
North America	38.5	%	39.2	%
Asia Pacific	39.9		38.9
EMEA	21.6		21.9
Total	100.0	%	100.0	%

North America. Revenues from the North America region decreased $9.9 million for the three months ended March 31, 2014 from the comparable period in 2013. Revenues from our ATCA product group decreased $5.6 million as a result of fewer current year network deployments combined with prior management decisions to exit low margin blade-only businesses.  Similarly, COM Express and Rackmount Server product group sales decreased $2.9 million primarily due to a last-time buy from a significant customer in 2013 that was not repeated in the current quarter.

Asia Pacific. Revenues from the Asia Pacific region decreased $9.0 million for the three months ended March 31, 2014 from the comparable period in 2013. Revenues from two major customers using our products to deploy next-generation wireless networks in Japan in the first quarter of 2013 decreased $5.1 million as these projects were substantially completed by the end of 2013. Additionally, there was a $2.9 million reduction in our Other Products and COM Express and Rackmount Server product groups and as these hardware-centric products trend towards end of life and customers transition to next-generation network equipment.

EMEA. Revenues from the EMEA region decreased $5.5 million for the three months ended March 31, 2014 from the comparable period in 2013 due to a $3.5 million decrease from our Other Products product group as these hardware-centric products trend towards end of life and our largest customer continues to transition to next-generation network elements. Additionally, the uncertainty in the European markets continue to create challenging conditions for ATCA and Software Solution product group deployments.

We currently expect continued fluctuations in the revenue contribution from each geographic region. Additionally, we expect non-U.S. revenues to remain a significant portion of our revenues.

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Gross Margin

The following table summarizes our cost of sales and gross margin for the three months ended March 31, 2014 and 2013 (in thousands):

	Three Months Ended
	March 31,
	2014			2013			Change
Cost of Sales	$	30,597		$	46,306		(33.9	)%
Amortization of Purchased Technology	2,054			2,217			(7.4	)
Total Cost of Sales	$	32,651		$	48,523		(32.7	)
Gross Margin	25.5		%	28.8		%	(11.5	)%

Gross margin as a percentage of revenues decreased 330 bps for the three months ended March 31, 2014 from the comparable period in 2013. Our decrease in revenue of $24.4 million absorbed a lower percentage of our fixed costs driving our gross margin percentage to decrease. This was offset by a $1.4 million gain resulting from a vendor claim on faulty components recorded in cost of sales.

Operating Expenses

The following table summarizes our operating expenses for the three months ended March 31, 2014 and 2013 (in thousands):

	Three Months Ended
	March 31,
	2014		2013		Change
Research and development	$	8,419	$	11,535	(27.0	)%
Selling, general and administrative	9,596		11,096		(13.5	)
Intangible asset amortization	1,297		1,304		(0.5	)
Restructuring and other charges, net	1,300		1,270		(2.4	)
Total	$	20,612	$	25,205	(18.2	)%

Research and Development

R&D expenses consist primarily of product development and related equipment expenses in addition to salary, bonuses and benefits for R&D personnel. R&D expenses decreased $3.1 million for the three months ended March 31, 2014 from the comparable period in 2013. The expense decrease is attributable to our second half 2013 restructuring efforts that enabled R&D headcount to reduce from 460 on March 31, 2013 to 408 on March 31, 2014 and was primarily a result of our Shanghai and Penang development site closures.

Selling, General, and Administrative

SG&A expenses consist primarily of salary, commissions, bonuses and benefits for sales, marketing and administrative personnel, as well as professional service providers and the costs of other general corporate activities. SG&A expenses decreased $1.5 million for the three months ended March 31, 2014 from the comparable period in 2013. Headcount reductions contributed to a decrease of $0.6 million as SG&A headcount decreased to 170 at March 31, 2014 from 199 at March 31, 2013. Additionally, commission expense decreased $0.5 million as a result of lower sales and legal and third party professional services decreased by $0.6 million as work associated with a license infringement suit that occurred in the first half of 2013 was not repeated in 2014.

Intangible Asset Amortization

Intangible asset amortization for the three months ended March 31, 2014 was comparable with the same periods in 2013 due to routine amortization of acquired intangible assets.

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Restructuring and Other Charges, Net

Restructuring and other charges, net includes expenses associated with restructuring activities and other non-recurring gains and losses.We evaluate the adequacy of the accrued restructuring charges on a quarterly basis. As a result, we record reversals to the accrued restructuring in the period in which we determine that expected restructuring and other obligations are less than the amounts accrued.

The increase in restructuring and other charges, net for the three months ended March 31, 2014 from the comparable periods in 2013 is primarily due to restructuring actions associated with our Shanghai and Penang development site closures.

Restructuring and other charges, net for the three months ended March 31, 2014 include the following:

• $0.9 million net expense relating to the severance employees in connection with the previously reported Penang site closure, as well as severance for 12 additional employees, net of reductions resulting from changes in previously estimated amounts for employee severance and associated payroll costs;

• $0.5 million net expense principally associated with asset write-offs and personnel overlap resulting from resource consolidation primarily associated with our Shanghai and Penang site closures;

Restructuring and other charges for the three months ended March 31, 2013 include the following:

• $1.6 million net gain from the sale of OS-9 software assets;

• $3.1 million expense relating to the write off of Security Gateway ("SEG") purchased computer software;

• $0.5 million net expense for the severance of nine employees, net of reduction resulting from changes in previously estimated amounts for employee severance and associated payroll costs; and

• $0.7 million gain due to the decrease in fair value of Continuous Computing contingent consideration liability.

Stock-based Compensation Expense

Included within cost of sales, R&D and SG&A are stock-based compensation expenses that consists of amortization of unvested stock options, restricted stock units and employee stock purchase plan ("ESPP") expense. We incurred and recognized stock-based compensation expense as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013		Change
Cost of sales	$	131	$	130	0.8	%
Research and development	229		249		(8.0	)
Selling, general and administrative	761		720		5.7
Total	$	1,121	$	1,099	2.0	%

Stock-based compensation expense increased $22,000 as a result of additional grants for the three months ended March 31, 2014 from the comparable period in 2013.

Non-Operating Expenses

The following table summarizes our non-operating expenses (in thousands):

	Three Months Ended
	March 31,
	2014			2013			Change
Interest expense	$	(287	)	$	(332	)	(13.6	)%
Interest income	9			11			(18.2	)
Other income, net	170			136			25.0
Total	$	(108	)	$	(185	)	41.6	%

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Interest Expense

Interest expense includes interest incurred on our convertible senior notes and our revolving line of credit. The decrease in interest expense during the three months ended March 31, 2014, over the comparable period in 2013, was due to the repayment of $16.9 million of our 2013 convertible senior notes on February 15, 2013.

Other Income, Net

For the three months ended March 31, 2014, other income from the comparable period in 2013 increased by $34,000 as a result of favorable currency movement against the US Dollarassociated with our hedge contracts to purchase the Indian Rupee.

Income Tax Provision

The following table summarizes our income tax provision (in thousands):

	Three Months Ended
	March 31,
	2014		2013		Change
Income tax expense	$	862	$	822	4.9	%

We recorded tax expense of $0.9 million for the three months ended March 31, 2014. Our effective tax rates for the three months ended March 31, 2014 and 2013 were (9.0%) and (14.3%).  The effective tax rate fluctuation is mainly due to income tax rate differences among the jurisdictions in which pretax income (loss) is generated as well as the impact of the full valuation allowance against the U.S. net deferred tax assets.

Liquidity and Capital Resources

The following table summarizes selected financial information as of the dates indicated (in thousands):

	March 31, 2014		December 31, 2013		March 31, 2013
Cash and cash equivalents	$	42,264	$	25,482	$	31,748
Working capital	25,958		26,920		36,281
Accounts receivable, net	37,547		41,359		50,467
Inventories, net	23,891		25,409		16,461
Accounts payable	32,245		35,081		37,462
Line of credit	15,000		15,000		15,000
2015 convertible senior notes	18,000		18,000		18,000

Cash Flows

As of March 31, 2014, the amount of cash held by our foreign subsidiaries was $7.2 million. It is not our intent to permanently reinvest funds in certain of our foreign entities and we expect to repatriate cash from these foreign entities on an ongoing basis in future periods. Repatriation of funds from these foreign entities is not expected to result in actual cash tax payments due to the utilization of previously generated operating losses and credits of our U.S. entity.

25

Cash and cash equivalents increased by $16.8 million to $42.3 million as of March 31, 2014 from $25.5 million as of December 31, 2013. Activities impacting cash and cash equivalents were as follows (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Operating Activities
Net loss	$	(10,434	)	$	(6,557	)
Non-cash adjustments	9,140			8,581
Changes in operating assets and liabilities	(1,910		)	(1,107		)
Cash provided by (used in) operating activities	(3,204		)	917
Cash used in investing activities	(678		)	(519		)
Cash provided by (used in) financing activities	20,645			(1,718		)
Effects of exchange rate changes	19			(114		)
Net increase (decrease) in cash and cash equivalents	$	16,782		$	(1,434	)

Cash used in operating activities during the three months ended March 31, 2014 was 3.2 million. For the three months ended March 31, 2014, primary impacts to changes in our working capital consisted of the following:

• Net trade accounts receivable decreased $3.9 million as the result of decreased revenues and the timing of payments received from our customers;

• Accounts payable decreased by $2.7 million due to decreased payables to our contract manufacturing partner as the result of lower revenues and the timing of payments to vendors;

• Deferred revenue increased $2.8 million due to primarily to early MRF product shipments that have not met revenue recognition criteria; and

• Accrued wages and bonuses decreased $1.2 million due to lower accrued commissions and the timing of payroll-related accruals.

Cash used in investing activities during the three months ended March 31, 2014 of $0.7 million was due to capital expenditures.

Cash generated by financing activities during the three months ended March 31, 2014 of $20.6 million relates to cash generated from the issuance of 6.6 million newly issued shares of our common stock.

Line of Credit

Silicon Valley Bank

At the beginning of the first quarter of 2014, we had a $35.0 million secured revolving line of credit agreement (as amended, the "Agreement") with Silicon Valley Bank ("SVB") with a stated maturity date of July 28, 2016. On March 14, 2014, we entered into an amended and restated $25.0 million secured revolving line of credit agreement (as amended, the "2014 Agreement") with SVB that replaces the Agreement and has a stated maturity date of July 28, 2016. The secured revolving credit facility under the 2014 Agreement is available for cash borrowings and is subject to a borrowing formula based upon eligible accounts receivable less outstanding letters of credit (aggregate letters of credit are not to exceed $1,000,000). Eligible accounts receivable include 80% of U.S and 65% of foreign accounts receivable (80% in certain cases), not greater than 60 days past original invoice date. The interest rate is dependent upon the Company's Liquidity (as defined in the 2014 Agreement) when compared to a pre-determined threshold (the "Liquidity Threshold"), which is defined in the 2014 Agreement as $15.0 million, with the exception of the last month end of each quarter, where it is defined as $20.0 million. Liquidity is calculated under the 2014 Agreement as unrestricted cash plus unused availability on the revolving line of credit; however if the 2015 convertible senior notes are not renewed or refinanced 120 days prior to their maturity date, which is February 15, 2015, Liquidity (for purposes of testing against the Liquidity Threshold) will be reduced by the outstanding principal amount of the 2015 convertible senior notes. The calculation of interest under the 2014 Agreement is as follows:

26

• When Liquidity is above the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 0.75%; and

• When Liquidity is below the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 2.25%.

Under the 2014 Agreement, we are required to make interest payments monthly. We were further required to pay a loan modification fee of $35,000 and will be required to pay a commitment fee equal to $35,000 on July 29, 2014 and annually thereafter. Under the 2014 Agreement we are required to pay the higher of actual monthly interest incurred or the interest equivalent of $10.0 million in average monthly borrowings. If we terminate the commitment under the 2014 Agreement prior to the maturity date, we are required to pay a cancellation fee equal to 1.5% of the commitment under the 2014 Agreement.

The 2014 Agreement requires us to make certain representations, warranties and other agreements that are customary in credit agreements of this type. The 2014 Agreement also includes a financial covenant that requires us to maintain minimum Liquidity of $10.0 million tested monthly.

As of March 31, 2014 and December 31, 2013, we had outstanding balances of $15.0 million and $15.0 million issued on our behalf under the 2014 Agreement and the Agreement, respectively. At March 31, 2014, we had $4.1 million of total borrowing availability remaining under the Agreement. At March 31, 2014, we were in compliance with all covenants under the 2014 Agreement.

2013 Convertible Senior Notes

On February 15, 2013, we repaid at maturity the entire $16.9 million outstanding balance of the 2.75% convertible senior notes due 2013 (the "2013 convertible senior notes") in accordance with the terms thereof.

2015 Convertible Senior Notes

On June 20, 2012, we entered into subscription agreements with certain holders of the 2013 convertible senior notes. Pursuant to the subscription agreements, on June 29, 2012 we exchanged $18.0 million aggregate principal amount of the 2013 convertible senior notes for $18.0 million aggregate principal amount of the new 2015 convertible senior notes. The 2015 convertible senior notes mature on February 15, 2015 and have a coupon rate of 4.5%. Holders of the 2015 convertible senior notes may convert their notes into a number of shares of our common stock determined as set forth in the indenture governing the notes at their option on any day to and including the business day prior to the maturity date. The 2015 convertible senior notes are initially convertible into 117.2333 shares of our common stock per $1,000 principal amount of the notes (which is equivalent to a conversion price of approximately $8.53 per share), subject to adjustment upon the occurrence of certain events. Upon the occurrence of a fundamental change, holders of the 2015 convertible senior notes may require us to repurchase some or all of their notes for cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. In addition, if certain fundamental changes occur, we may be required in certain circumstances to increase the conversion rate for any 2015 convertible senior notes converted in connection with such fundamental changes by a specified number of shares of our common stock. The 2015 convertible senior notes are general unsecured obligations and rank equal in right of payment to all of our existing and future senior indebtedness, and senior in right of payment to any future subordinated debt. Our obligations under the 2015 convertible senior notes are not guaranteed by, and are effectively subordinated in right of payment to all existing and future obligations of its subsidiaries and are effectively subordinated in right of payment to its future secured indebtedness to the extent of the assets securing such debt.

As of March 31, 2014 and December 31, 2013, we had outstanding 2015 convertible senior notes with a face value of $18.0 million. As of March 31, 2014 and December 31, 2013, the fair values of our 2015 convertible senior notes were $17.9 million and $17.8 million, which are based on the most recent quoted prices of our publicly traded debt on each balance sheet date.

Contractual Obligations

Our contractual obligations as of December 31, 2013 are summarized in Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Contractual Obligations," of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. For the three months ended March 31, 2014, there have been no material changes in our contractual obligations outside the ordinary course of business. As of March 31,

27

2014, we have agreements regarding foreign currency forward contracts with total contractual values of $12.2 million that mature through 2015.

In addition to the above, we have approximately $3.6 million associated with unrecognized tax benefits. We are not able to reasonably estimate when we would make any cash payments required to settle these liabilities, but do not believe the ultimate settlement of our obligations will materially affect our liquidity.

Off-Balance Sheet Arrangements

We do not engage in any activity involving special purpose entities or off-balance sheet financing.

Liquidity Outlook

AtMarch 31, 2014, our cash and cash equivalents amounted to $42.3 million. In March 2014, we completed a public offering of 6.6 million newly issued shares of our common stock. The common stock was issued at a price to the public of $3.40 per share. We received net proceeds of approximately $20.6 million from the offering after deducting underwriting discounts and offering expenses. We intend to use the net proceeds from this stock offering for general corporate purposes, which may include working capital, capital expenditures and other corporate purposes, and to repay debt.

We believe that our current cash and cash equivalents combined with the remaining credit available under our line of credit facility will satisfy our expected short and long-term working capital, capital expenditures, and other liquidity requirements associated with our existing business operations. Subsequent to the first quarter 2014 on April 2, 2014 we paid down our SVB line of credit by $5 million. We plan to maintain a balance of approximately $10.0 million throughout the remainder of 2014. We anticipate maintaining covenant compliance throughout the duration of our anticipated borrowing, ensuring our current borrowing level and available borrowing capacity remains available to us.

Critical Accounting Policies and Estimates

We reaffirm our critical accounting policies and use of estimates as reported in our Annual Report on Form 10-K for the year ended December 31, 2013. There have been no significant changes during the three months ended March 31, 2014 to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2013.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements including:

• expectations and goals for revenues, gross margin, research and development ("R&D") expenses, selling, general and administrative ("SG&A") expenses and profits;

• the impact of our restructuring events on future operating results;

• timing of revenue recognition;

• expected customer orders;

• our projected liquidity;

• future operations and market conditions;

• industry trends or conditions and the business environment;

• future levels of inventory and backlog and new product introductions;

• financial performance, revenue growth, management changes or other attributes of Radisys following acquisition or divestiture activities; and

• other statements that are not historical facts.

All statements that relate to future events or to our future performance are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plans,” “seeks,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “seek to continue,” “consider,” “intends,” or other comparable terminology. These forward-looking statements are made pursuant to safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or our industries’ actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

28

These factors include, among others, the Company's high degree of customer concentration, the use of a single contract manufacturer for a significant portion of the production of our products, as well as the success of transitioning contract manufacturing partners, key employee attrition, the anticipated amount and timing of revenues from design wins and product orders due to the Company's customers' product development schedule, cancellations or delays, market conditions, matters affecting the embedded system industry, including changes in industry standards, changes in customer requirements and new product introductions, currency exchange rate fluctuations, changes in tariff and trade policies and other risks associated with foreign operations, actions by regulatory authorities or other third parties, the Company's ability to successfully manage the transition from 10G to 40G ATCA product technologies, cash generation, the Company's ability to successfully complete any restructuring, acquisition or divestiture activities and other factors described in "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2013, as updated in the subsequent quarterly reports on Form 10-Q. Although forward-looking statements help provide additional information about us, investors should keep in mind that forward-looking statements are only predictions, at a point in time, and are inherently less reliable than historical information.

We do not guarantee future results, levels of activity, performance or achievements, and we do not assume responsibility for the accuracy and completeness of these statements. The forward-looking statements contained in this report are made and based on information as of the date of this report. We assume no obligation to update any of these statements based on information after the date of this report.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates, foreign currency exchange rates, and equity trading prices, which could affect our financial position and results of operations.

Foreign Currency Risk. We pay the expenses of our international operations in local currencies, namely, the Canadian Dollar, Euro, Chinese Yuan, Indian Rupee, Japanese Yen, Malaysian Ringgit, and British Pound Sterling. Our international operations are subject to risks typical of an international business, including, but not limited to: differing economic conditions, changes in political climate, differing tax structures, foreign exchange rate volatility and other regulations and restrictions. Accordingly, future results could be materially and adversely affected by changes in these or other factors. We are also exposed to foreign exchange rate fluctuations as the balance sheets and income statements of our foreign subsidiaries are translated into U.S. Dollars during the consolidation process. Because exchange rates vary, these results, when translated, may vary from expectations and adversely affect overall expected profitability.

Based on our policy, we have established a foreign currency exposure management program which uses derivative foreign exchange contracts to address nonfunctional currency exposures. In order to reduce the potentially adverse effects of foreign currency exchange rate fluctuations, we have entered into forward exchange contracts. These hedging transactions limit our exposure to changes in the U.S. Dollar to the Indian Rupee exchange rate, and as of March 31, 2014 the total notional or contractual value of the contracts we held was $12.2 million. These contracts will mature over the next 14 months.

Holding other variables constant, a 10% adverse fluctuation, in relation to our hedge positions, of the U.S. Dollar relative to the Indian Rupee would require an adjustment of $1.2 million, and reverse our Indian Rupee hedge asset as of March 31, 2014, to a liability of $0.6 million. A 10% favorable fluctuation, in relation to our hedge positions, of the U.S. Dollar relative to the Indian Rupee would result in an adjustment of $1.2 million, increasing our hedge asset as of March 31, 2014 to $1.8 million. We do not expect a 10% fluctuation to have any material impact on our operating results as the underlying hedged transactions will move in an equal and opposite direction. If there is an unfavorable movement in the Indian Rupee relative to our hedged positions this would be offset by reduced expenses, after conversion to the U.S. Dollar, associated with obligations paid for in the Indian Rupee.

Convertible Notes. The fair value of the 2015 convertible senior notes is sensitive to interest rate changes as well as changes in our stock price. Interest rate changes would result in an increase or decrease in the fair value of the 2015 convertible senior notes due to differences between market interest rates and rates in effect at the inception of the obligation. Fluctuations in our stock price would result in an increase or decrease in the fair values of the 2015 convertible senior notes due to the value of the notes derived from the conversion feature. Unless we elect to repurchase our 2015 convertible senior notes in the open market, changes in the fair value of the 2015 convertible senior notes have no impact on our cash flows or consolidated financial statements. The estimated fair value of the 2015 convertible senior notes were $17.9 million and $17.8 million at March 31, 2014 and December 31, 2013.

Item 4. Controls and Procedures

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective.

During our most recent fiscal quarter ended March 31, 2014, no change occurred in the Company's "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

30

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There are many factors that affect our business and the results of our operations, many of which are beyond our control. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year endedDecember 31, 2013, which could materially affect our business, financial condition or future results. The risks described in this report and our Annual Report on Form 10-K for the year endedDecember 31, 2013are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 6. Exhibits

(a) Exhibits

Exhibit 10.1*	Form of Restricted Stock Unit Grant Agreement for non-employee Board of Directors for the Radisys Corporation 2007 Stock Plan.
Exhibit 10.2*	Form of Notice of Stock Option Grant for non-employee directors for the Radisys Corporation 2007 Stock Plan.
Exhibit 10.3*	Revised form of LTIP Tranche #2 Award Agreement for Performance-Based Restricted Stock Units under the Radisys Corporation Long-Term Incentive Plan (as amended and restated).
Exhibit 10.4	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated February 10, 2014, between Radisys Corporation and Silicon Valley Bank. Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 11, 2014 (SEC File No. 000-26844).
Exhibit 10.5	Third Amended and Restated Loan and Security Agreement, dated March 14, 2014, between Radisys Corporation and Silicon Valley Bank. Incorporated by reference from Exhibit 10.63 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 14, 2014 (SEC File No. 000-26844).
Exhibit 31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase

* Filed herewith

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RADISYS CORPORATION
Dated:	May 2, 2014	By:	/s/ Brian Bronson
			Brian Bronson
			President and Chief Executive Officer
Dated:	May 2, 2014	By:	/s/ Allen Muhich
			Allen Muhich
			Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)

32

EXHIBIT INDEX

Exhibit 10.1*	Form of Restricted Stock Unit Grant Agreement for non-employee directors for the Radisys Corporation 2007 Stock Plan.
Exhibit 10.2*	Form of Notice of Stock Option Grant for non-employee directors for the Radisys Corporation 2007 Stock Plan.
Exhibit 10.3*	Revised form of LTIP Tranche #2 Award Agreement for Performance-Based Restricted Stock Units under the Radisys Corporation Long-Term Incentive Plan (as amended and restated).
Exhibit 10.4	Amendment No. 2 to Second Amended and Restated Loan and Security Agreement, dated February 10, 2014, between Radisys Corporation and Silicon Valley Bank. Incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 11, 2014 (SEC File No. 000-26844).
Exhibit 10.5	Third Amended and Restated Loan and Security Agreement, dated March 14, 2014, between Radisys Corporation and Silicon Valley Bank. Incorporated by reference from Exhibit 10.63 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 14, 2014 (SEC File No. 000-26844).
Exhibit 31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase

* Filed herewith

33

EX-10.1

Radisys Corporation

2007 Stock Plan

Restricted Stock Unit Grant Agreement

This Restricted Stock Unit Grant Agreement (the “Agreement”), dated as of %%OPTION_DATE,‘Month DD, YYYY’%-% (the “Grant Date”), is made by and between Radisys Corporation (the “Company”) and %%FIRST_NAME%-% %%LAST_NAME%-% (the “Award Recipient”).

RECITALS

WHEREAS, the Company has established and maintains the Radisys Corporation 2007 Stock Plan (the “Plan”); and

WHEREAS, the Award Recipient is a member of the Board of Directors of the Company (the “Board”); and

WHEREAS, the Company wishes to issue Shares to the Award Recipient on certain terms and conditions, and for that purpose desires to grant to the Award Recipient Restricted Stock Units (“RSUs”) under the Plan, subject to certain restrictions and limitations; and

WHEREAS, the Award Recipient desires to receive a grant of such RSUs from the Company;

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Award Recipient agree as follows:

1.Grant of RSUs.

(a)Number of RSUs/Vesting. The Company hereby grants to the Award Recipient, on the Grant Date, %%TOTAL_SHARES_GRANTED,’999,999,999’%-% RSUs under the Plan, each such RSU contingently entitling the Award Recipient to acquire one Share, subject to the vesting schedule and terms and conditions set forth below. Unless and until the RSUs will have vested, the Award Recipient will have no right to the issuance of any Shares pursuant to this Agreement or such RSUs.

Number of RSUs	Vesting Date
%%SHARES_PERIOD1,’999,999,999’%-%	%%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%
An Additional %%SHARES_PERIOD2,’999,999,999’%-%	%%VEST_DATE_PERIOD2,’Month DD, YYYY’%-%
An Additional %%SHARES_PERIOD3,’999,999,999’%-%	%%VEST_DATE_PERIOD3,’Month DD, YYYY’%-%
An Additional %%SHARES_PERIOD4,’999,999,999’%-%	%%VEST_DATE_PERIOD4,’Month DD, YYYY’%-%

RSUs, and the right to be issued any Shares subject to RSUs, granted under this Agreement shall vest in accordance with the above schedule on the applicable dates listed in the table above (each a “Vesting Date”), if on such Vesting Date the Award Recipient is still continuing to serve as a Service Provider of the Company or one of its Subsidiaries. For avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and vesting shall occur only on the applicable Vesting Date pursuant to this Section 1(a). Upon the Award Recipient ceasing to be a Service Provider of the Company and all of its Subsidiaries, the unvested portion of the RSUs, and the right to be issued any Shares pursuant to the unvested portion of the RSUs, shall be forfeited by the Award Recipient.

Notwithstanding the foregoing, (i)  immediately prior to the effective time of a Transaction that results in a Change of Control (as defined below), and provided the Award Recipient is then a Service Provider of the Company or one of its Subsidiaries, all RSUs granted under this Agreement shall immediately accelerate and vest, and (ii) upon the Award Recipient ceasing to be a Service Provider of the Company and all of its Subsidiaries, the Administrator may, in its sole and complete discretion, provide for an acceleration of vesting of the RSUs granted under this Agreement.

For purposes of this Agreement, “Change of Control” shall mean that one of the following events has taken place:

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

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

(B)Any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; provided that a sale, lease, exchange or other transfer of assets (in one transaction or a series of related transactions) shall not be a sale of substantially all of the assets of the Company for purposes of this Agreement if (x) the Company’s and its other consolidated subsidiaries’ investments in such assets are less than 90% of the total assets of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year or (y) the pro forma revenue of the business comprised by such assets as of the end of the most recently completed fiscal year end is less than 90% of the total revenue of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year end.

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

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

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

(b)Additional Documents/Capitalized Terms. The Award Recipient agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. Any capitalized terms not defined herein shall have the same meaning as set forth in the Plan.

(c)Issuance of Shares. If, and at the time, the Award Recipient’s RSUs vest under the terms of this Section 1, the Award Recipient shall be issued a number of Shares equal to the number of RSUs which have vested on such date, without payment therefore, as full consideration for the vested RSUs. Without limiting the entitlement of the Award Recipient to Shares pursuant to the RSUs which have vested, as soon as practicable following the vesting of any RSUs, the Company shall, in its sole discretion, either (i) cause to be delivered to the Award Recipient a certificate evidencing such Shares (less any Shares withheld under Section 3 below) or (ii) cause its third-party recordkeeper to credit an account established and maintained in the Award Recipient’s name with such Shares (less any Shares withheld

under Section 3 below) as evidence of the issuance of Shares pursuant to this Section 1. No fractional Shares shall be issued under this Agreement.

2.Restrictions on Transfer. Except as otherwise provided herein or in the Plan, the RSUs granted pursuant to this Agreement and the rights and privileges conferred hereby shall not be sold, exchanged, assigned, transferred, conveyed, gifted, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of, whether voluntarily, involuntarily, or by operation of law. Immediately upon any attempt to transfer such rights, such RSUs, and all of the rights related thereto, shall be forfeited by the Award Recipient.

3.Tax Consequences. The Award Recipient shall be liable for any and all federal, state, provincial or local taxes and other levies of any kind required by Applicable Laws with respect to the RSUs granted pursuant to this Agreement and the issuance of Shares pursuant to this Agreement (collectively, the “Taxes”). The Company may, prior to and as a condition of issuing any Shares pursuant to this Agreement or delivering any Share certificates or any cash or other assets to the Award Recipient, require the Award Recipient to pay the Taxes or to satisfy the Company in a manner acceptable to the Company that the Taxes will be paid. As and when the RSUs vest, the Company may, in its discretion, require the Award Recipient to pay or satisfy all or part of his or her obligation to pay the Taxes.

4.Plan Incorporated by Reference. This grant of RSUs is made pursuant to the Plan, and in all respects will be interpreted in accordance with the Plan. The Administrator has the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions are conclusive as to any questions arising hereunder. The Award Recipient hereby acknowledges receipt from the Company of a copy of the current version of the Plan which shall be deemed to be incorporated in and form a part hereof. The Award Recipient acknowledges that in the event of any conflict between the terms of this Agreement and the terms of the Plan, as the same may be amended and in effect from time to time, the terms of the Plan shall prevail.

5.No Affiliation or Other Rights. This grant of RSUs does not confer upon the Award Recipient any right to continue to serve as a Service Provider of the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary to terminate such Award Recipient’s service as a Service Provider at any time, for any reason, with or without cause, or to decrease such Award Recipient’s compensation or benefits.

6.Representations and Covenants of the Award Recipient. The Award Recipient represents, warrants, agrees and covenants with the Company that:

(a)the Award Recipient has not been induced to enter into this Agreement by expectation of service or continued service as a Service Provider with the Company or any Subsidiary of the Company, and the receipt of this Award under the Plan is voluntary;

(b)the Award Recipient will comply with all Applicable Laws in connection with this Award and the acquisition and sale of any Shares issued hereunder and shall indemnify and hold the Company and all of its Subsidiaries harmless from and against any loss, cost or expense incurred by the Company or any of its Subsidiaries in connection with any breach or default by the Award Recipient under such Applicable Laws; and

(c)the Award Recipient is a Service Provider of the Company or one of its Subsidiaries.

7.Acknowledgments by Award Recipient. The Award Recipient acknowledges and confirms his agreement and understanding that:

(a)     the RSUs granted hereunder are provided solely as an incentive and shall not constitute part of the Award Recipient’s compensation package. If the Award Recipient retires, resigns or is terminated from employment or ceases to be a Service Provider of the Company and all of its Subsidiaries (with or without cause and with or without notice), the loss or limitation, if any, pursuant to this Agreement and the Plan with respect to rights which were not vested at that time shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any settlement of any kind whatsoever in respect of the Award Recipient;

(b)     in no event shall the Award Recipient be entitled to continued vesting of the RSUs beyond the time specified under the Plan and this Agreement;

(c)     any reference in the Plan or this Agreement to the time when the Award Recipient “ceases to be a Service Provider” or words of similar import shall be a reference to the time when the Award Recipient ceases to be in active service with the Company and all of its Subsidiaries and, for such purpose, if the Company or any of its Subsidiaries has made payment in lieu of notice to the Award Recipient or has dismissed the Award Recipient with or without notice, the Award Recipient shall cease to be in active service with the Company and all of its Subsidiaries on the date when the Company or any of its Subsidiaries requires him to stop reporting for service; and

(d)the Award Recipient has received independent legal advice or has decided, voluntarily without influence from the Company or any of its Subsidiaries, that he does not need to seek such independent legal advice in relation to this Agreement, the Plan and all related documents.

8.Applicable Law. The validity, construction, interpretation and effect of this Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof.

9.Notice. Any notice to the Company or the Administrator provided for in this Agreement shall be addressed to Radisys Corporation at its principal business address in care of the Secretary of the Company, and any notice to the Award Recipient will be addressed to the Award Recipient at the current address shown on the books and records of the Company or its Subsidiary. Any notice shall be sent by registered or certified mail.

10.Discretionary Nature of Plan. The Plan is discretionary in nature, and the Company may suspend, modify, amend or terminate the Plan in its sole discretion at any time, subject to the terms of the Plan and any applicable limitations imposed by law. This RSU grant under the Plan is a one-time benefit and does not create any contractual or other right to receive additional RSUs or other benefits in lieu of RSUs in the future. Future grants, if any, will be at the sole discretion of the Board or the Administrator, including, but not limited to, the timing of any grant, the number of RSUs, and the vesting provisions.

11.409A Savings Clause. Notwithstanding any other provision of this Agreement to the contrary, the Board may, in good faith, amend this Agreement without the consent of the Award Recipient to the extent necessary, appropriate or desirable to comply with the requirements under Section 409A of the Code or to prevent the Award Recipient from being subject to any additional tax or penalty under Section 409A of the Code, while maintaining to the maximum extent practicable the original intent of this Agreement. Notwithstanding the foregoing, neither the Company nor any Subsidiary of the Company, nor the Administrator, shall be liable to any Award Recipient if an RSU grant is subject to Section 409A of the Code, or the Award Recipient otherwise is subject to any additional tax or penalty under Section 409A of the Code.

12.Entire Agreement. This Agreement and the Plan contain the entire agreement between the Award Recipient and the Company regarding the grant of RSUs and supersede all prior arrangements or understandings with respect thereto.

By accepting this grant, I accept the RSUs granted pursuant to this Agreement subject to the limitations and restrictions referred to herein, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Administrator and its interpretation and construction of the provisions of the Plan and this Agreement will be final, conclusive and binding.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Award Recipient has executed this Agreement effective as of the Grant Date.

RADISYS CORPORATION

By:
	Brian Bronson
	Its: President and Chief Financial Officer
	Date: %%OPTION_DATE,‘Month DD, YYYY’%-%

EX-10.2

Notice of Stock Option Grant Radisys Corporation 5435 NE Dawson Creek Drive Hillsboro, OR 97124

NAME ADDRESS Grant Number: Plan: ID: OPTION_NUMBER EQUITY_PLAN ACCOUNT_USER_DEFINED_FIELD4

Congratulations! You have been awarded a Stock Option grant by the Board of Directors of Radisys Corporation (the "Company"), to purchase Shares of Common Stock of the Company, subject to the terms and conditions of the 2007 Stock Plan (the "Plan") and this Option Notice, as outlined below:

	Date of Grant:	OPTION_DATE
	Exercise Price Per Share:	OPTION_PRICE
	Total Number of Shares Granted	TOTAL_SHARES_GRANTED
	Type of Option:	OPTION_TYPE
	Expiration Date of Option:	EXPIRE_DATE_PERIOD
	Detailed Vesting Schedule
Shares	Vest Type	Vest Date
SHARES_PERIOD1	VEST_TYPE_PERIOD1	VEST_DATE_PERIOD1
SHARES_PERIOD2	VEST_TYPE_PERIOD2	VEST_DATE_PERIOD2
SHARES_PERIOD3	VEST_TYPE_PERIOD3	VEST_DATE_PERIOD3
SHARES_PERIOD4	VEST_TYPE_PERIOD4	VEST_DATE_PERIOD4
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. To obtain a copy of the most recent Radisys Annual Report, go to www.radisys.com under Investors/Annual Reports. By accepting this Option grant and exercising any portion of your Option, you agree to comply with all the terms of the Plan and this notification.

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

Your Option may not be assigned, sold, encumbered, or in any way transferred or alienated. Repricing of this Option is permitted only by consent of stockholders. However, the exercise price will in no circumstance be reduced to less than the Fair Market Value per share on the date of grant.

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

Vesting and the duration of your Option are both subject to your continuing to serve as a Service Provider of the Company or any of its subsidiaries. Vesting will stop and your Options will automatically expire three months after ceasing to be a Service Provider of the Company and all of its Subsidiaries. Your Option is not transferable, does not imply any right to continued service as a Service Provider and may be exercised only by you. Notwithstanding the foregoing, (i)  immediately prior to the effective time of a Transaction (as defined in the Plan) that results in a

Change of Control (as defined below), and provided you are then a Service Provider of the Company or any of its Subsidiaries, all Options granted under this Option Notice shall immediately accelerate and vest, and (ii) upon your ceasing to be a Service Provider of the Company and all of its Subsidiaries, the Compensation and Development Committee of the Company may, in its sole and complete discretion, provide for an acceleration of vesting of the Options granted under this Option Notice.

For purposes of this Option Notice, “Change of Control” shall mean that one of the following events has taken place:

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

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

(B)Any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; provided that a sale, lease, exchange or other transfer of assets (in one transaction or a series of related transactions) shall not be a sale of substantially all of the assets of the Company for purposes of this Option Notice if (x) the Company’s and its other consolidated subsidiaries’ investments in such assets are less than 90% of the total assets of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year or (y) the pro forma revenue of the business comprised by such assets as of the end of the most recently completed fiscal year end is less than 90% of the total revenue of the Company and its subsidiaries consolidated as of the end of the most recently completed fiscal year end.

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

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

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

E*TRADE

Your stock 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 stock options, exercise vested options and initiate a variety of other stock option management services.

EX-10.3

RADISYS CORPORATION LONG TERM INCENTIVE PLAN

Award Agreement for

Performance-Based Restricted Stock Units

This Award Agreement (the “Agreement”), dated as of March 21, 2014, is made by and between Radisys Corporation (the “Company”) and <NAME>(the “Participant”).

RECITALS

WHEREAS, the Company has established and maintains the Radisys Corporation Long Term Incentive Plan, as amended (the “Plan”); and

WHEREAS, the Participant is an employee of the Company or a subsidiary of the Company; and

WHEREAS, the Company desires to grant to the Participant performance-based restricted stock units ("RSUs") under the Plan for the performance period commencing September 10, 2012 and ending on December 31, 2014 (the “Performance Period”), subject to certain restrictions and limitations; and

WHEREAS, the Participant desires to receive a grant of such RSUs from the Company;

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Participant agree as follows:

1. Grant of Award.

(a)Number of RSUs. The Company hereby grants to the Participant <MAX> RSUs on the grant date (the "Award"), subject to the terms and conditions of this Agreement. Each RSU represents the right to receive a Share of Common Stock if the RSU becomes vested and non-forfeitable in accordance with Section 2 or 3 of this Agreement. The Participant shall have no rights as a stockholder of the Company including, but not limited to, voting and dividend rights until the Participant receives Shares in settlement of the Award (or portion thereof).

(b)Target Award and Semi-Annual Target Award. Performance will be measured as of the last day of each semi-annual period of June 30, 2014, and December 31, 2014 (each, a "Performance Goal Achievement Date"), with the first applicable Performance Goal Achievement Date being June 30, 2014. The Participant's "Target Award" for the Performance Period ending December 31, 2014 will be <TARGET> RSUs. The Participant's "Semi-Annual Target Award" with respect to each Performance Goal Achievement Date during the Performance Period will be <TARGET/2> RSUs for each semi-annual period ending June 30, 2014 and December 31, 2014.

(c)Limitations. Subject to adjustment in accordance with Section 13 of the Plan, the Participant will have no right to receive an amount in settlement of the Award greater than the amount set forth in Section 1(a). Except as otherwise provided in Section 3, to be eligible to receive a payment hereunder with respect to the performance goals achieved on any Performance Goal Achievement Date, the Participant must be actively employed by the Company or one of its subsidiaries on the Performance Goal Determination Date (as defined below) applicable to such Performance Goal Achievement Date. Except as otherwise expressly provided in Section 3, upon the Participant's termination of employment with the Company and all of its subsidiaries prior to the Performance Goal Determination Date, the Participant's right to be issued any Shares in settlement of the Award with respect to such semi-annual period or any future semi-annual periods in the Performance Period shall be forfeited by the Participant.

2.Vesting. The Participant's interest in the Award shall vest and become non-forfeitable when the Committee determines and certifies satisfaction of (i) a Performance-Based Component; and (ii) a Value-Creation Component, as described in this Section 2 (the "Performance Goal Determination Date"), provided, however, that in no event shall

the total number of Shares issuable pursuant to an Award exceed the number of Shares set forth in Section 1(a) notwithstanding the calculation of a Performance-Based Component and a Value-Creation Component that would otherwise provide for a greater number.

(a)Performance-Based Component. The Committee shall determine the portion, if any, of the Semi-Annual Target Award the Participant is eligible to receive as of each Performance Goal Achievement Date based on achievement of certain performance goals set forth on Appendix 1 (the "Semi-Annual Award"). The Participant's eligibility to receive Shares in settlement of such Semi-Annual Award shall be subject to the terms of this Agreement. The Participant's Semi-Annual Award with respect to any Performance Goal Achievement Date during the Performance Period shall be equal to the number of Shares set forth on Appendix 1 corresponding to the applicable Performance Goal Achievement Percentage. The "Performance Goal Achievement Percentage" means the weighted average of the achievement percentages for each performance metric under each performance goal for the applicable semi-annual period during the Performance Period, as determined in the sole discretion of the Committee.

The performance goals, and the performance metrics and respective Performance Goal Achievement Percentages applicable to each performance goal, shall be established in the sole discretion of the Committee and shall be furnished to the Participant no later than three months after the beginning of each calendar year during the Performance Period, except that with respect to the Performance Goal Achievement Date of December 31, 2014, the Committee shall deliver to the Participant a summary of the performance goals, and the performance metrics and the respective Performance Goal Achievement Percentages applicable to each performance goal, no later than June 30, 2014.

The Committee shall review and certify in writing the level of attainment of the performance goals for each semi-annual period during the Performance Period, which shall be the basis for determining the applicable Semi-Annual Award, if any. Notwithstanding any contrary provision of the Plan or this Agreement, the Committee, in its sole discretion, may eliminate or reduce the Semi-Annual Award payable to any Participant below that which would otherwise be payable under this Section 2(a).

(b)Value-Creation Component. The Participant's Semi-Annual Award under Section 2(a) above, if any, shall be adjusted on the Performance Goal Achievement Date by multiplying such Semi-Annual Award by the multiplier set forth on Appendix 2 (the "Multiplier") corresponding to the average of the per share closing prices of the Shares for the 30 consecutive trading days ending one trading day prior to the applicable Performance Goal Achievement Date.

The Committee shall review and certify in writing the average Share price on the Performance Goal Achievement Date and the applicable Multiplier, which shall be the basis for determining the applicable adjustment to the Semi-Annual Award, if any. Notwithstanding any contrary provision of the Plan or this Agreement, the Committee, in its sole discretion, may eliminate or reduce the Semi-Annual Award, as so adjusted, payable to any Participant below that which would otherwise be payable under this Section 2(b).

(c)Additional Documents/Capitalized Terms. The Participant agrees to execute such additional documents and complete and execute such forms as the Company may require for purposes of this Agreement. Any capitalized terms not defined herein shall have the same meaning as set forth in the Plan.

(d)Issuance of Shares. If, and at the time, the Participant's Semi-Annual Award vests under the terms of this Section 2, the Participant shall be issued a number of Shares equal to the Semi-Annual Award (as adjusted pursuant to Section 2(b), if applicable) that has vested on such Performance Goal Determination Date, without payment therefor, as full consideration for the vested Semi-Annual Award. Without limiting the entitlement of the Participant to Shares pursuant to a Semi-Annual Award that has vested, as soon as practicable following the applicable Performance Goal Determination Date and, in any event, no later than the date that is two and one-half months following the last day of the calendar year in which the Performance Goal Determination Date for such Semi-Annual Award occurs, the Company shall, in its sole discretion, either (i) cause to be delivered to the Participant a certificate evidencing such Shares (less any Shares withheld under Section 5 below) or (ii) cause its third-party record keeper to credit an account established and maintained in the Participant’s name with such Shares (less any Shares withheld under Section 5 below) as evidence

of the issuance of Shares pursuant to this Agreement. No fractional Shares shall be issued under this Agreement. The Semi-Annual Award (as adjusted pursuant to Section 2(b), if applicable), if any, shall be rounded to the next lowest whole number of Shares in the event that the Semi-Annual Award would otherwise include fractional Shares. Notwithstanding any provision in the Agreement to the contrary, the Company may, in its sole discretion, settle the Semi-Annual Award in the form of (1) a cash payment to the extent settlement in Shares (i) is prohibited under local law, (ii) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (or country of employment, if different), or (iii) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares (in which case, pursuant to this Agreement, the Company shall have the authority to issue sales instructions in relation to the Shares on the Participant's behalf).

3.Termination of Employment.

(a)Termination for Cause. Upon the Participant’s termination of employment with the Company and its subsidiaries for Cause following a Performance Goal Achievement Date but prior to the date on which the Participant’s Semi-Annual Award is distributed pursuant to Section 2(d), the Participant shall forfeit the right to receive such Semi-Annual Award or any subsequent Semi-Annual Award under this Agreement or the Plan.

(b)Termination upon Death or Disability. If the Participant’s employment with the Company and its subsidiaries is terminated as a result of the Participant’s death or Disability prior to the last day of a semi-annual period and the last day of such semi-annual period is a Performance Goal Achievement Date, the Participant shall be entitled to receive a pro-rata Semi-Annual Award equal to the Semi-Annual Award the Participant would have received had the Participant remained employed until the Performance Goal Determination Date applicable to such Performance Goal Achievement Date, multiplied by the ratio of: (x) the number of full days elapsed from the beginning of the applicable semi-annual period to and including the date of the Participant’s termination of employment to (y) the number of full days elapsed from the beginning of the applicable semi-annual period to and including such Performance Goal Achievement Date. If the Participant's employment with the Company and its subsidiaries is terminated as a result of the Participant's death or Disability on or after the last day of a semi-annual period and prior to the Performance Goal Determination Date applicable to the Performance Goal Achievement Date for such semi-annual period, the Participant shall be entitled to receive a Semi-Annual Award equal to the Semi-Annual Award the Participant would have received had the Participant remained employed until such Performance Goal Determination Date. Any Semi-Annual Award payable under this Section 3(b) shall be payable as soon as practicable following the applicable Performance Goal Determination Date and, in any event, no later than the date that is two and one-half months following the last day of the calendar year in which the Performance Goal Achievement Date for such Semi-Annual Award occurs. With respect to the Performance Goal Achievement Date of June 30, 2013, references in this Section 3(b) to "semi-annual period" shall be replaced by references to "10-month period."

(c)Termination without Cause. If the Participant’s employment with the Company and its subsidiaries is terminated by the Company or a subsidiary without Cause prior to the last day of a semi-annual period and the last day of such semi-annual period is Performance Goal Achievement Date, the Participant shall be entitled to receive a pro-rata Semi-Annual Award equal to the Semi-Annual Award the Participant would have received had the Participant remained employed until the Performance Goal Determination Date applicable to such Performance Goal Achievement Date, multiplied by the ratio of: (x) the number of full days elapsed from the beginning of the applicable semi-annual period to and including the date of the Participant’s termination of employment to (y) the number of full days elapsed from the beginning of the applicable semi-annual period to and including such Performance Goal Achievement Date. If the Participant's employment with the Company and its subsidiaries is terminated by the Company or a subsidiary without Cause on or after the last day of a semi-annual period and prior to the Performance Goal Determination Date applicable to the Performance Goal Achievement Date for such semi-annual period, the Participant shall be entitled to receive a Semi-Annual Award equal to the Semi-Annual Award the Participant would have received had the Participant remained employed until such Performance Goal Determination Date. Any Semi-Annual Award payable under this Section 3(c) shall be payable as soon as practicable following the applicable Performance Goal Determination Date and, in any event, no later than the date that is two and one-half months following the last day of the calendar year in which the Performance Goal Achievement Date for such Semi-Annual Award occurs. With respect to the

Performance Goal Achievement Date of June 30, 2013, references in this Section 3(c) to "semi-annual period" shall be replaced by references to "10-month period."

4.Restrictions on Transfer. Except as otherwise provided herein or in the Plan, the Award granted pursuant to this Agreement and the rights and privileges conferred hereby shall not be sold, exchanged, assigned, transferred, conveyed, gifted, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of, whether voluntarily, involuntarily, or by operation of law. Immediately upon any attempt to transfer such rights, such Award, and all of the rights related thereto, shall be forfeited by the Participant.

5.Withholding. The Participant shall be liable for any and all federal, state, provincial, local or foreign taxes, pension plan contributions, employment insurance premiums, social insurance contributions, amounts payable to a governmental and/or regulatory body in the Participant’s country and other levies of any kind required by applicable laws to be deducted or withheld with respect to the Award granted pursuant to this Agreement and the issuance of Shares (or payment of cash) pursuant to this Agreement (collectively, the “Withholding Taxes”). The Company and its subsidiaries shall have the right to deduct and withhold all required Withholding Taxes from any payment or other consideration deliverable to the Participant. The Company may, prior to and as a condition of issuing any Shares pursuant to this Agreement or delivering any Share certificates or any cash or other assets to the Participant, require the Participant to pay the Withholding Taxes or to satisfy the Company in a manner acceptable to the Company that the Withholding Taxes will be paid. The Participant agrees that the Company may, in its discretion as permitted in accordance with local law, pay or satisfy all or part of the Participant’s obligation to pay the Withholding Taxes by withholding a number of Shares that would otherwise be deliverable to the Participant having a fair market value not in excess of the minimum amount of the Withholding Taxes.

6.Plan Incorporated by Reference. This grant of the Award is made pursuant to the Plan, and in all respects will be interpreted in accordance with the Plan. The Committee has the authority to interpret and construe this Agreement pursuant to the terms of the Plan, and its decisions are conclusive as to any questions arising hereunder. The Participant hereby acknowledges receipt from the Company of a copy of the current version of the Plan which shall be deemed to be incorporated in and form a part hereof. The Participant acknowledges that in the event of any conflict between the terms of this Agreement and the terms of the Plan, as the same may be amended and in effect from time to time, the terms of the Plan shall prevail.

7.No Employment or Other Rights. This Agreement and the Award issued hereunder does not confer upon the Participant any right to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary to terminate the Participant’s employment at any time for any reason, with or without cause, or to decrease the Participant’s compensation or benefits.

8.Representations and Covenants of the Participant. The Participant represents, warrants, agrees and covenants with the Company that:

(a)the Participant has not been induced to enter into this Agreement by expectation of employment or continued employment with the Company or any subsidiary of the Company, and the receipt of this Award under the Plan is voluntary;

(b)the Participant will comply with all applicable laws in connection with this Award and the acquisition and sale of any Shares issued hereunder and shall indemnify and hold the Company and all of its subsidiaries harmless from and against any loss, cost or expense incurred by the Company or any of its subsidiaries in connection with any breach or default by the Participant under such applicable laws;

(c)the Participant is an employee in active employment with the Company or one of its subsidiaries; and

(d)as a condition to the Award, the Participant will repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country. In addition, the Participant will take any and all actions, and consent to any and all actions taken by the Company or any of its subsidiaries, as may be required to allow the Company or any of its subsidiaries to comply with

local laws, rules and regulations in the Participant’s country. Finally, the Participant will take any and all actions as may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country.

9.Acknowledgements by Participant. The Participant acknowledges and confirms the Participant’s agreement and understanding that:

(a)the Award granted hereunder is provided solely as an incentive and shall not constitute part of the Participant’s employment compensation package. Participation in the Plan is voluntary, and the value of the Award under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment contract, if any. If the Participant retires, resigns or is terminated from employment or is removed from active employment with the Company and all of its subsidiaries (with or without cause and with or without notice), the loss or limitation, if any, pursuant to this Agreement and the Plan with respect to rights which were not vested at that time shall not give rise to any right to damages and shall not be included in the calculation of nor form any part of any severance allowance, retiring allowance or termination settlement of any kind whatsoever in respect of the Participant. The Award under the Plan is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments;

(b)in no event shall the Participant be entitled to continued vesting of the Award beyond the time specified under the Plan and this Agreement;

(c)any reference in the Plan or this Agreement to the time when the Participant “terminates employment” or words of similar import shall be a reference to the time when the Participant ceases to be in active employment with the Company and all of its subsidiaries and, for such purpose, if the Company or any of its subsidiaries has made payment in lieu of notice to the Participant or has dismissed the Participant with or without notice, the Participant shall cease to be in active employment with the Company and all of its subsidiaries on the date when the Company or any of its subsidiaries requires the Participant to stop reporting to work; and

(d)the Participant has received independent legal advice or has decided, voluntarily without influence from the Company or any of its subsidiaries, that the Participant does not need to seek such independent legal advice in relation to this Agreement, the Plan and all related documents.

10.Applicable Law. The validity, construction, interpretation and effect of this Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to the conflicts of laws provisions thereof.

11.Notice. Any notice to the Company or the Committee provided for in this Agreement shall be addressed to Radisys Corporation at its principal business address in care of the Secretary of the Company, and any notice to the Participant will be addressed to the Participant at the current address shown on the books and records of the Company or its subsidiary. Any notice shall be sent by registered or certified mail.

12.Discretionary Nature of the Plan. The Participant acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and the Company may amend, modify, suspend or terminate the Plan or this Agreement in its sole discretion at any time, subject to the terms of the Plan and any applicable limitations imposed by law. This Award under the Plan is a one-time benefit and does not create any contractual or other right to receive additional Awards or other benefits in lieu of Awards in the future. Future Awards, if any, will be at the sole discretion of the Board or the Committee.

13.EU Age Discrimination Rules. If the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Award and the terms and conditions governing the Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Award is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules,

the Committee, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

14.Consent to Collection/Processing/Transfer of Personal Data. Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and the Participant’s participation in the Plan. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s participation in the Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein.

The Company and the Participant’s employer hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options, RSUs or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company or the Participant’s employer will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logistics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.

The Company and the Participant’s employer will transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and the Participant’s employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area or elsewhere throughout the world, such as the United States. The Participant hereby authorizes (where required under applicable law) these recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s 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 on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan.

The Participant may, at any time, exercise the Participant’s rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, (d) oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan, and (e) withdraw the Participant’s consent to the collection, processing or transfer of the Data as provided hereunder (in which case, the Participant’s Award will be null and void). The Participant may seek to exercise these rights by contacting the Participant’s local Human Resources manager or the Company’s Human Resources Department.

15. Private Placement. The grant of the Award is not intended to be a public offering of securities in the Participant’s 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 grant of the Award is not subject to the supervision of the local securities authorities.

16.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees 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.

17.English Language. The Participant acknowledges and agrees that it is the Participant’s express intent that the Agreement, any Addendum, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Participant has received any documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.

18.Addendum. Notwithstanding any provisions of this Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different), as are forth in an addendum to this Agreement (an “Addendum”). Further, if the Participant transfers the Participant’s residence and/or employment to another country reflected in an Addendum to this Agreement at the time of transfer, the special terms and conditions for such country shall apply to the Participant 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 operation and administration of the Award and the Plan (or the Company may establish additional special terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.

19.Additional Requirements. The Company reserves the right to impose other requirements on the Award, any Shares acquired pursuant to the Award, and the Participant’s 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 operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

20.409A Savings Clause. The Plan, this Agreement and the Award granted hereunder are intended to meet the “short-term deferral” exception to the provisions of Code Section 409A and Treasury regulations issued thereunder or to otherwise comply with Section 409A of the Code and the Treasury regulations and guidance issued thereunder. Notwithstanding any provision of the Plan or this Agreement to the contrary, the Plan, this Agreement and the Award shall be interpreted and construed consistent with this intent. Notwithstanding the foregoing, the Company and its subsidiaries shall not be required to assume any increased economic burden in connection therewith.

21.Entire Agreement. This Agreement and the Plan contain the entire agreement between the Participant and the Company regarding the grant of the Award and supersede all prior arrangements or understandings with respect thereto.

[Remainder of page left blank intentionally. Signature page follows.]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Participant has executed this Agreement effective as of the date hereof.

RADISYS CORPORATION

By:

Its: Chief Executive Officer and President

Date: March 21, 2014

By accepting this grant, I hereby accept the Award granted pursuant to this Agreement subject to the limitations and restrictions referred to herein, and I agree to be bound by the terms of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of the Committee and its interpretation and construction of the provisions of the Plan and this Agreement will be final, conclusive and binding.

Participant

* * * * *

RADISYS CORPORATION LONG TERM INCENTIVE PLAN

Appendix 1

1^ST half-2014 Performance Targets

Objective	Target	Weighting
Long Term Growth (30%)	Platforms: 75 Design Win points ($125M in 3-year revenues)	35%
	MRF: 15 Design Win points ($25M in 3-year revenues)	35%
	SSG:  $12M in Bookings	30%
Financial Performance (70%)	Operating Income => ($1.7M)	70%
	Inventory <= AOP	30%

Objective	Calculation
Long Term Growth	% attainment calculation = Actual DW for half / Total Target DW for half
	Minimum threshold = 100% payout
	Max payout = 125%
Financial Performance	% attainment calculation = Actual for half / Total Target for half
	Minimum threshold = 100% payout
	Max payout = 125%

RADISYS CORPORATION LONG TERM INCENTIVE PLAN

Appendix 2

Aver. of the Per Share Closing Prices Prior to Performance Goal Achievement Datei	Less than $6.00	At least $6.00 but less than $7.00	At least $7.00 but less than $8.00	At least $8.00 but less than $9.00	$9.00 or more
Multiplier	1.00	1.20	1.75	2.31	2.75

ⁱ Average of the per share closing prices of the Shares for the 30 consecutive trading days ending one trading day prior to the applicable Performance Goal Achievement Date.

RadiSys Corporation

Long Term Incentive Plan

Addendum to

Award Agreement for Performance-Based Restricted Stock Units

Canada

________________________________________________________________________

In addition to the terms of the RadiSys Corporation Long Term Incentive Plan (the “Plan”) and the Award Agreement for Performance-Based Restricted Stock Units (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent the Participant transfers residency and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate the Participant's transfer).

1.Effect of Termination of Employment. Notwithstanding anything to the contrary in the Agreement or the Plan, and for purposes of clarity, any termination of employment shall be effective from the date the Participant’s active employment ends and shall not be extended by any statutory or common law notice of termination period.

2.Settlement in Shares. Notwithstanding anything to the contrary in the Agreement or the Plan, the Award shall be settled only in Shares (and may not be settled via a cash payment).

* * * * *

RadiSys Corporation

Long Term Incentive Plan

Addendum to

Award Agreement for Performance-Based Restricted Stock Units

China

________________________________________________________________________

In addition to the terms of the RadiSys Corporation Long Term Incentive Plan (the “Plan”) and the Award Agreement for Performance-Based Restricted Stock Units (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent the Participant transfers residency and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate the Participant's transfer).

1.Forced Sale of Shares. Upon a termination of employment with the Company and its subsidiaries (or at such earlier time(s) as the Company may determine in its sole discretion), the Participant shall be required to sell all Shares issued pursuant to the Award within 90 days of the termination date (or such other time period established by the Company in its sole discretion) and repatriate the sales proceeds to China in the manner designated by the Company. For purposes of the foregoing, the Company shall establish procedures for effectuating the forced sale of the Shares (including procedures whereby the Company may issue sell instructions on behalf of the Participant), and the Participant hereby agrees to comply with such procedures and take any and all actions as the Company determines, in its sole discretion, are necessary and appropriate for purposes of complying with local laws, rules and regulations in China.

* * * * *

RadiSys Corporation

Long Term Incentive Plan

Addendum to

Award Agreement for Performance-Based Restricted Stock Units

The Netherlands

________________________________________________________________________

In addition to the terms of the RadiSys Corporation Long Term Incentive Plan (the “Plan”) and the Award Agreement for Performance-Based Restricted Stock Units (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent the Participant transfers residency and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate the Participant's transfer).

1.Waiver of Termination Rights. As a condition to the grant of the Award, the Participant hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company or the subsidiary that employs the Participant in the Netherlands for any reason whatsoever, insofar as those rights result or may result from (a) the loss or diminution in value of such rights or entitlements under the Plan, or (b) the Participant ceasing to have rights under the Plan or ceasing to be entitled to any awards under the Plan as a result of such termination.

* * * * *

RadiSys Corporation

Long Term Incentive Plan

Addendum to

Award Agreement for Performance-Based Restricted Stock Units

United Kingdom

________________________________________________________________________

In addition to the terms of the RadiSys Corporation Long Term Incentive Plan (the “Plan”) and the Award Agreement for Performance-Based Restricted Stock Units (the “Agreement”), the RSUs are subject to the following additional terms and conditions as set forth in this addendum (the “Addendum”). All defined terms as contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. To the extent the Participant transfers residency and/or employment to another country, the additional terms and conditions as set forth in the addendum for such country (if any) shall also apply to the RSUs to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate the Participant's transfer).

1.Tax Withholding. The following provision shall replace Section 5 of the Agreement (“Withholding”) in its entirety:

Regardless of any action the Company or the subsidiary that employs the Participant (the “Employer”) takes with respect to any or all income tax, primary and secondary Class 1 National Insurance contributions, payroll tax or other tax-related withholding attributable to or payable in connection with or pursuant to the grant, vesting, release or assignment of any Award (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility. Furthermore, the Company and the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of any Award, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items.

As a condition of the issuance of Shares pursuant to the Award, the Company and/or the Employer shall be entitled to withhold and the Participant agrees to pay, or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy, all obligations of the Company and/or the Employer to account to HM Revenue & Customs (“HMRC”) for any Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Participant from any wages or other cash compensation paid to the Participant by the Company and/or the Employer. Alternatively, or in addition, if permissible under local law, the Participant authorizes the Company and/or the Employer, at its discretion and pursuant to such procedures as it may specify from time to time, to satisfy the obligations with regard to all Tax-Related Items legally payable by the Participant by one or a combination of the following: (a) withholding otherwise deliverable Shares; (b) arranging for the sale of Shares otherwise deliverable to the Participant (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization); or (iii) withholding from the proceeds of the sale of Shares acquired pursuant to the Award. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein, the Participant shall be deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Award.

The Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to account to HMRC with respect to the event giving rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means previously described. If payment or withholding is not made within 90 days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), the

Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming the Participant is not a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act)), constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current HMRC Official Rate and it shall be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to above. If any of the foregoing methods of collection are not allowed under applicable laws or if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section, the Company may refuse to deliver the Shares acquired under the Plan.

2.Exclusion of Claim.The Participant acknowledges and agrees that the Participant shall have no entitlement to compensation or damages in consequence of the termination of the Participant's employment with the Company and its subsidiaries and affiliates for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from the Participant's ceasing to have rights under or to be entitled to vest in the Award as a result of such termination, or from the loss or diminution in value of the Award. Upon the grant of the Award, Employee shall be deemed irrevocably to have waived any such entitlement.

* * * * *

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Brian Bronson, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Radisys Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 2, 2014

/s/ Brian Bronson

Brian Bronson

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Allen Muhich, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q of Radisys Corporation;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 2, 2014

/s/ Allen Muhich

Allen Muhich

Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Radisys Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Bronson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian Bronson

Brian Bronson

Chief Executive Officer

May 2, 2014

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Radisys Corporation (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Allen Muhich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Allen Muhich

Allen Muhich

Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)

May 2, 2014

XML

Commitments and Contingencies (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]
Unrecorded Unconditional Purchase Obligation, Maximum	$ 3,700,000
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty liability balance, beginning of the period	3,328,000	3,954,000
Product warranty accruals	433,000	1,147,000
Utilization of accrual	(683,000)	(1,212,000)
Warranty liability balance, end of the period	3,078,000	3,889,000
Product Warranty Accrual, Current	2,400,000		2,600,000
Product Warranty Accrual, Noncurrent	$ 700,000		$ 700,000

XML

Segment Information - Revenue by Major Customer (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Nokia Siemens Networks [Member]
Revenue, Major Customer [Line Items]
Entity-Wide Revenue, Major Customer, Percentage	18.00%	17.40%
NEC [Member]
Revenue, Major Customer [Line Items]
Entity-Wide Revenue, Major Customer, Percentage	13.70%	14.50%
Philips Healthcare [Member]
Revenue, Major Customer [Line Items]
Entity-Wide Revenue, Major Customer, Percentage	14.20%

XML

Segment Information - Product and Service and Product Group (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenue from External Customer [Line Items]
Revenues	$ 43,799	$ 68,178
ATCA Platforms [Member]
Revenue from External Customer [Line Items]
Revenues	23,192	34,818
Software and Solutions [Member]
Revenue from External Customer [Line Items]
Revenues	7,841	11,649
Com Express and Rackmount Server [Member]
Revenue from External Customer [Line Items]
Revenues	10,461	14,627
Other Products [Member]
Revenue from External Customer [Line Items]
Revenues	$ 2,305	$ 7,084

XML

Accounts Receivable and Other Receivables (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Receivables [Abstract]
Accounts Receivable, Gross	$ 37,805	$ 41,707
Less: allowance for doubtful accounts	(258)	(348)
Accounts Receivable, Net	37,547	41,359
Other receivables	$ 4,347	$ 2,634

XML

Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

The following table outlines the effective interest rate, contractually stated interest costs, and costs related to the amortization of issuance costs for the Company's 2013 and 2015 convertible senior notes:

	Three Months Ended
	March 31,
	2014			2013
Effective interest rate of 2013 convertible senior notes	NA			3.73		%
Effective interest rate of 2015 convertible senior notes	4.50		%	4.50		%
Contractually stated interest costs	$	203		$	261
Amortization of issuance costs	$	11		$	28

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Net	$ 3.7	$ 3.8
Unrecognized Tax Benefits, Period Increase (Decrease)	0
Unrecognized Tax Benefits	3.6
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	0.5
Unrecognized Tax Benefits, Income Tax Penalties Accrued	$ 0.3

XML

Short-Term Borrowings (Details) (USD $)			0 Months Ended			12 Months Ended	0 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 14, 2014 Line of Credit [Member] 2014 Debt Agreement [Member]	Dec. 31, 2013 United States Accounts Receivable Balance [Member] Line of Credit [Member] 2014 Debt Agreement [Member]	Dec. 31, 2013 Foreign Accounts Receivable Balance [Member] Line of Credit [Member] 2014 Debt Agreement [Member]	Dec. 31, 2013 Maximum [Member] Line of Credit [Member] 2014 Debt Agreement [Member]	Mar. 14, 2014 Maximum [Member] Line of Credit [Member] 2014 Debt Agreement [Member] Prime Rate [Member]	Mar. 14, 2014 Minimum [Member] Line of Credit [Member] 2014 Debt Agreement [Member] Prime Rate [Member]	Mar. 14, 2014 Letter of Credit [Member] Line of Credit [Member] 2014 Debt Agreement [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 35,000,000
Line of Credit Facility, Current Borrowing Capacity			25,000,000.0						1,000,000
Line of Credit Facility, Borrowing Formula, Eligible Accounts Receivable				80.00%	65.00%
Line of Credit Facility, Borrowing Formula, Eligible Accounts Receivable, Days from Invoice Date						60 days
Line of Credit Facility, Remaining Borrowing Capacity	4,100,000
Line of Credit, Liquidity Threshold			15,000,000
Line of Credit, Liquidity Threshold, Last Month of Quarter			20,000,000
Line of Credit, Modification Fee			35,000
Line of Credit Facility, Commitment Fee Amount			35,000
Debt Instrument, Average Monthly Interest Expense			10,000,000
Debt Instrument, Basis Spread on Variable Rate							2.25%	0.75%
Line of Credit Facility, Cancellation Fee Percentage			1.50%
Line of Credit Facility, Debt Covenant, Liquidity			10,000,000
Line of Credit Facility, Amount Outstanding	$ 15,000,000	$ 15,000,000

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Segment Information - Geographical Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 43,799	$ 68,178
Property and equipment, net	13,474		14,854
Total Intangible Assets, Net	53,159		56,510
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	15,706	26,050
Property and equipment, net	6,600		7,421
Total Intangible Assets, Net	53,159		56,474
Foreign Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	28,093	42,128
Property and equipment, net	6,874		7,433
Other North America
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,124	652
Property and equipment, net	836		942
Total Intangible Assets, Net	0		36
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	17,495	26,522
Property and equipment, net	3,282		3,581
CHINA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,027	6,745
Property and equipment, net	3,135		3,396
JAPAN
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	7,208	8,560
INDIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	2,745		2,893
Other Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	3,260	11,217
Property and equipment, net	147		185
Other EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net	11		17
Europe, the Middle East and Africa [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	9,474	14,954
Property and equipment, net	$ 2,756		$ 2,910

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Accounts Receivable and Other Receivables

3 Months Ended

Mar. 31, 2014

Receivables [Abstract]

Accounts Receivable and Other Receivables

Accounts Receivable and Other Receivables

Accounts receivable consists of sales to the Company's customers which are generally based on standard terms and conditions. Accounts receivable balances consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Accounts receivable, gross	$	37,805		$	41,707
Less: allowance for doubtful accounts	(258		)	(348		)
Accounts receivable, net	$	37,547		$	41,359

As of March 31, 2014 and December 31, 2013, the balance in other receivables was $4.3 million and $2.6 million. Other receivables consisted primarily of non-trade receivables including receivables for value-added taxes and inventory transferred to the Company's contract manufacturing partners on which the Company does not recognize revenue.

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Stock-based Compensation - Equity Awards (Details) (2007 Stock Plan [Member]) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	49	490
Equity awards granted during the period, total, Grants in Period, Gross	218	529
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	2	3
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	167	36
Share-based Compensation Arrangement by Share-based Payment Award, Options, Semi-Annual Performance Period Multiplier, Maximum	2.75
Share-based Compensation Arrangement by Share-based Payment Award, Options, Performance Multiplier Maximum	2.5

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Hedging (Tables)

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

 A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at March 31, 2014 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	12,186	Other current assets	$	587	$	—

A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at December 31, 2013 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	15,328	Other accrued liabilities	$	—	$	(169	)

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at March 31, 2014 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	12,186	Other current assets	$	587	$	—

A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at December 31, 2013 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	15,328	Other accrued liabilities	$	—	$	(169	)

The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2014 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	86	$	—	$	—
Research and development	142		—		—
Selling, general and administrative	71		—		—

The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2013 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	89	$	—	$	—
Research and development	51		—		—
Selling, general and administrative	38		—		—

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]

The following is a summary of changes to comprehensive income (loss) associated with the Company's hedging activities (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Beginning balance of unrealized loss on forward exchange contracts	$	(875	)	$	(765	)
Other comprehensive income (loss) before reclassifications	216			(70		)
Amounts reclassified from other comprehensive income (loss)	299			178
Other comprehensive income (loss)	515			108
Ending balance of unrealized loss on forward exchange contracts	$	(360	)	$	(657	)

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Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity awards granted during the period,Grants in Period, Gross [Table Text Block]

The following table summarizes awards granted under the Radisys Corporation 2007 and LTIP Stock Plans (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	49	490
Restricted stock units	2	3
Performance based restricted stock awards (A)	167	36
Total	218	529

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Stock-based compensation was recognized and allocated as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Cost of sales	$	131	$	130
Research and development	229		249
Selling, general and administrative	761		720
Total	$	1,121	$	1,099

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Stock-based Compensation - Stock Based Compensation Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	$ 1,121	$ 1,099
Cost of Sales [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	131	130
Research and Development Expense [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	229	249
Selling, General and Administrative Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	$ 761	$ 720

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Revenue from External Customers by Products and Services [Table Text Block]

Generally, the Company's customers are not the end-users of its products. The Company ultimately derives revenues from the following four product groups (in thousands):

	Three Months Ended
	March 31,
	2014		2013
ATCA Platforms	$	23,192	$	34,818
Software-Solutions	7,841		11,649
COM Express and Rackmount Server	10,461		14,627
Other Products	2,305		7,084
Total revenues	$	43,799	$	68,178

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	Three Months Ended
	March 31,
	2014		2013
United States	$	15,706	$	26,050
Other North America	1,124		652
China	7,027		6,745
Japan	7,208		8,560
Other Asia Pacific	3,260		11,217
Asia Pacific ("APAC")	17,495		26,522
Europe, the Middle East and Africa (“EMEA”)	9,474		14,954
Foreign Countries	28,093		42,128
Total	$	43,799	$	68,178

Long-lived assets by geographic area are as follows (in thousands):

	March 31, 2014		December 31, 2013
Property and equipment, net
United States	$	6,600	$	7,421
Other North America	836		942
China	3,135		3,396
Other APAC	147		185
Total APAC	3,282		3,581
India	2,745		2,893
Other EMEA	11		17
Total EMEA	2,756		2,910
Foreign Countries	6,874		7,433
Total property and equipment, net	$	13,474	$	14,854
Intangible assets, net
United States	$	53,159	$	56,474
Other North America	—		36
Total intangible assets, net	$	53,159	$	56,510

	Three Months Ended
	March 31,
	2014		2013
United States	$	15,706	$	26,050
Other North America	1,124		652
China	7,027		6,745
Japan	7,208		8,560
Other Asia Pacific	3,260		11,217
Asia Pacific ("APAC")	17,495		26,522
Europe, the Middle East and Africa (“EMEA”)	9,474		14,954
Foreign Countries	28,093		42,128
Total	$	43,799	$	68,178

Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]

The following customers accounted for more than 10% of the Company's total revenues:
	Three Months Ended
	March 31,
	2014	2013
Nokia Siemens Networks	18.0%	17.4%
Philips Medical	14.2%	N/A
NEC	13.7%	14.5%

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

The following customers accounted for more than 10% of accounts receivable:
	March 31, 2014	December 31, 2013
Nokia Siemens Networks	22.4%	20.7%
Philips Medical	13.1%	N/A
NEC	13.7%	N/A

XML

Fair Value of Financial Instruments Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash surrender value of life insurance contracts	$ 1,861	$ 1,866
Deferred Compensation Liability, Current	(1,068)	(1,276)
Foreign currency forward contract	587
Foreign currency forward contracts		(169)
Contingent consideration liability	(419)	(390)
Total	961	31
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash surrender value of life insurance contracts	0	0
Deferred Compensation Liability, Current	0	0
Foreign currency forward contract	0
Foreign currency forward contracts		0
Contingent consideration liability	0	0
Total	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash surrender value of life insurance contracts	1,861	1,866
Deferred Compensation Liability, Current	(1,068)	(1,276)
Foreign currency forward contract	587
Foreign currency forward contracts		(169)
Contingent consideration liability	0	0
Total	1,380	421
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash surrender value of life insurance contracts	0	0
Deferred Compensation Liability, Current	0	0
Foreign currency forward contract	0
Foreign currency forward contracts		0
Contingent consideration liability	(419)	(390)
Total	$ (419)	$ (390)
Continuous Computing [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Business Combination, Contingent Consideration Arrangements, Measurement Period After Close Date	36 months

XML

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value of Financial Instruments

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company measures at fair value certain financial assets and liabilities. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1— Quoted prices for identical instruments in active markets;

Level 2— Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3— Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Foreign currency forward contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates; therefore, they are classified within Level 2 of the valuation hierarchy. The cash surrender value of life insurance contracts and deferred compensation liability are measured at fair value using quoted market prices for similar instruments; therefore, they are classified within Level 2 of the valuation hierarchy.

The Company has obligations ("contingent consideration"), to be paid in cash, related to the acquisition of Continuous Computing Corporation ("Continuous Computing") based on the amount of product royalty revenues to be generated by a specified set of contracts associated with certain of Continuous Computing's products over a period of 36 months after closing. The contingent consideration liability was established at the time of acquisition and is evaluated at the end of each reporting period. As the significant inputs used in determining the fair value are unobservable, this liability is classified within Level 3 of the fair value hierarchy.

The fair value of this contingent consideration is determined by calculating the net present value of the expected payments using significant inputs that are not observable in the market, including revenue projections and discount rates consistent with the level of risk of achievement; therefore the Company developed its own assumptions for the expected product royalty revenues generated under the arrangement. The fair value of the contingent consideration is affected most significantly by changes in the amount and timing of the revenue projections. If the revenue projections increase or decrease the fair value of the contingent consideration will increase or decrease accordingly in amounts that will vary based on the timing of the projected revenues and the timing of the expected payments.

The following table summarizes the fair value measurements for the Company's financial instruments (in thousands):

	Fair Value Measurements as of March 31, 2014
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,861		$	—	$	1,861		$	—
Deferred compensation liability (A)	(1,068		)	—		(1,068		)	—
Foreign currency forward contracts	587			—		587			—
Contingent consideration liability	(419		)	—		—			(419		)
Total	$	961		$	—	$	1,380		$	(419	)

	Fair Value Measurements as of December 31, 2013
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,866		$	—	$	1,866		$	—
Deferred compensation liability (A)	(1,276		)	—		(1,276		)	—
Foreign currency forward contracts	(169		)	—		(169		)	—
Contingent consideration liability	(390		)	—		—			(390		)
Total	$	31		$	—	$	421		$	(390	)

(A)    The company terminated its Deferred Compensation Plan in 2013. The distribution of plan assets and participant balances began during the quarter ended September 30, 2013 and will continue through January 2015 based on participant elections.

The following table summarizes our Level 3 activity for the Company's contingent consideration liability (in thousands):

	Level 3
Balance at December 31, 2013	$	390
Change in estimate	—
Payments	—
Accretion	29
Balance at March 31, 2014	$	419

The Company records all changes in estimates and accretion on the contingent consideration liability to restructuring and other charges, net in the Condensed Consolidated Statements of Operations and the contingent consideration liability is recorded in other accrued liabilities on the Condensed Consolidated Balance Sheet at March 31, 2014.

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Fair Value of Financial Instruments - Level 3 (Details) (Fair Value, Inputs, Level 3 [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2014 Change in estimate	Mar. 31, 2014 Fair Value, Measurements, Recurring [Member]	Dec. 31, 2013 Fair Value, Measurements, Recurring [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration liability			$ (419)	$ (390)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at December 31, 2012	390
Fair value level 3 activity	29	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements	0
Balance at Septmber 30, 2013	$ 419

XML

Basic and Diluted Net Income (Loss) Per Share - Earnings (Loss) Per Share Calculation (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Net income (loss)	$ (10,434)		$ (6,557)
Interest on convertible notes, net of tax benefit	0		0	[1]
Net income (loss), diluted	$ (10,434)		$ (6,557)
Weighted average shares used to calculate net income (loss) per share, basic	29,864		28,470
Effect of escrow shares	0	[2]	0	[2]
Effect of convertible notes	0	[1]	0	[1]
Weighted average shares used to calculate net income (loss) per share, diluted	29,864		28,470
Basic (in dollars per share)	$ (0.35)		$ (0.23)
Diluted (in dollars per share)	$ (0.35)		$ (0.23)	[1],[2],[3],[4]
Restricted Stock Units (RSUs) [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive equity awards	0	[3],[4]	0	[3],[4]
Stock Options [Member]
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Effect of dilutive equity awards	0	[3]	0	[3]

[1] For the three months ended March 31, 2014 and 2013, 2.1 million and 2.8 million as-if converted shares associated with the Company's convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive.

[2] (A)For the three months ended March 31, 2014 there were no remaining contingently issuable shares outstanding. For the three months ended March 31, 2013, 0.1 million contingently issuable shares were excluded from the calculation as their effect would have been anti-dilutive.

[3] For the three months ended March 31, 2014 and 2013, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2014 2013Stock options3,188 2,892Restricted stock units282 488Performance based restricted stock units (D)674 985Total equity award shares excluded4,144 4,365

[4] under the Long-Term Incentive Plan ("LTIP") are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period. Based on this formula, the maximum number of shares that could be earned was 1.8 million and 2.1 million for the three months ended March 31, 2014 and 2013

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues	$ 43,799	$ 68,178
Cost of sales:
Cost of sales	30,597	46,306
Amortization of purchased technology	2,054	2,217
Total cost of sales	32,651	48,523
Gross margin	11,148	19,655
Research and development	8,419	11,535
Selling, general and administrative	9,596	11,096
Intangible asset amortization	1,297	1,304
Restructuring and acquisition-related charges, net	1,300	1,270
Income (loss) from operations	(9,464)	(5,550)
Interest expense	(287)	(332)
Other income (expense), net	179	147
Income (loss) before income tax expense (benefit)	(9,572)	(5,735)
Income tax expense (benefit)	862	822
Net income (loss)	$ (10,434)	$ (6,557)
Net income (loss) per share:
Basic (in dollars per share)	$ (0.35)	$ (0.23)
Diluted (in dollars per share)	$ (0.35)	$ (0.23)	[1],[2],[3],[4]
Weighted average shares outstanding:
Basic (in shares)	29,864	28,470
Diluted (in shares)	29,864	28,470

[1] For the three months ended March 31, 2014 and 2013, 2.1 million and 2.8 million as-if converted shares associated with the Company's convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive.

[2] (A)For the three months ended March 31, 2014 there were no remaining contingently issuable shares outstanding. For the three months ended March 31, 2013, 0.1 million contingently issuable shares were excluded from the calculation as their effect would have been anti-dilutive.

[3] under the Long-Term Incentive Plan ("LTIP") are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period. Based on this formula, the maximum number of shares that could be earned was 1.8 million and 2.1 million for the three months ended March 31, 2014 and 2013

[4] For the three months ended March 31, 2014 and 2013, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2014 2013Stock options3,188 2,892Restricted stock units282 488Performance based restricted stock units (D)674 985Total equity award shares excluded4,144 4,365

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Hedging (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Maximum Length of Time Hedged in Cash Flow Hedge	2 years
Cash Flow Hedge Gain (Loss) Reclassified to Cost of Sales, Net	$ 86,000	$ 89,000
Cash Flow Hedge Gain (Loss) Reclassified To Research and Development	142,000	51,000
Cash Flow Hedge Gain (Loss) Reclassified To Selling, General and Administrative	71,000	38,000
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	0	0
Unrealized loss on hedge instruments	(360,000)	(657,000)	(875,000)	(765,000)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax	216,000	(70,000)
Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	299,000	178,000
Hedge Loss Recognized in Other Comprehensive Income (Loss)	515,000	108,000
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	(100,000)
Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Cash Flow Hedge Derivative Instrument Assets at Fair Value	587,000		0
Other Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value			(169,000)
Foreign Exchange Forward [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives	12,186,000		15,328,000
Foreign Exchange Forward [Member] | Other Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Cash Flow Hedge Derivative Instrument Liabilities at Fair Value	0
Foreign Exchange Forward [Member] | Cash Flow Hedging [Member]
Derivatives, Fair Value [Line Items]
Derivative, Number of New Instruments During Period	0	12
Derivative, New Instruments During Period, Notional Amount	$ 0	$ 2,500,000

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income (loss)	$ (10,434)	$ (6,557)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,245	5,524
Inventory valuation allowance	1,162	397
Deferred income taxes	311	373
Stock-based compensation expense	1,121	1,099
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down	0	3,068
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	(1,575)
Other	1,301	(305)
Changes in operating assets and liabilities
Accounts receivable	3,901	1,330
Other receivables	(1,707)	464
Inventories	385	4,381
Other current assets	(1,958)	641
Accounts payable	(2,713)	(4,231)
Accrued wages and bonuses	(1,209)	(1,705)
Accrued restructuring	(394)	11
Deferred income	2,791	(1,775)
Other accrued liabilities	(1,006)	(223)
Net cash provided by operating activities	(3,204)	917
Cash flows from investing activities:
Capital expenditures	(678)	(1,699)
Payments for (Proceeds from) Other Investing Activities	0	1,180
Net cash used in investing activities	(678)	(519)
Cash flows from financing activities:
Proceeds from (Repayments of) Lines of Credit	0	15,000
Repayments of Long-term Debt	0	(16,919)
Proceeds from issuance of common stock	20,880	219
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	0	740
Other financing activities	(235)	(18)
Net cash provided by (used in) financing activities	20,645	(1,718)
Effect of exchange rate changes on cash	19	(114)
Net increase (decrease) in cash and cash equivalents	16,782	(1,434)
Cash and Cash Equivalents, beginning of period	25,482	33,182
Cash and Cash Equivalents, end of period	42,264	31,748
Supplemental disclosure of cash flow information:
Interest	405	705
Income taxes	$ 217	$ 207

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Accrued Restructuring (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 853	$ 517
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	0	(740)
Facility Reductions	(6)	0
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down	0	3,068
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	(1,575)
Business Combination, Integration Related Costs	453	0
Restructuring and acquisition-related charges, net	$ 1,300	$ 1,270

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Accounts Receivable and Other Receivables (Tables)

3 Months Ended

Mar. 31, 2014

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts receivable balances consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Accounts receivable, gross	$	37,805		$	41,707
Less: allowance for doubtful accounts	(258		)	(348		)
Accounts receivable, net	$	37,547		$	41,359

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Accrued Restructuring - Restructuring Reserve Rollforward (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Restructuring Cost and Reserve [Line Items]
Severance Costs	$ 853,000	$ 517,000
Facility Reductions	6,000	0
Business Combination, Integration Related Costs	453,000	0
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	0	740,000
Balance accrued as of December 31, 2012	2,747,000
Restructuring Charges	911,000
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	0	1,575,000
Restructuring Reserve, Accrual Adjustment	(64,000)
Expenditures	(1,241,000)
Balance accred as of March 31, 2013	2,353,000
Restructuring Reserve, Noncurrent	200,000
Severance, Payroll Taxes and Other Employee Benefits [Member]
Restructuring Cost and Reserve [Line Items]
Balance accrued as of December 31, 2012	1,786,000
Restructuring Charges	911,000
Restructuring Reserve, Accrual Adjustment	(58,000)
Expenditures	(1,092,000)
Balance accred as of March 31, 2013	1,547,000
Lease Abandonment Charges [Member]
Restructuring Cost and Reserve [Line Items]
Balance accrued as of December 31, 2012	961,000
Restructuring Charges	0
Restructuring Reserve, Accrual Adjustment	(6,000)
Expenditures	(149,000)
Balance accred as of March 31, 2013	$ 806,000

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Accrued Restructuring (Tables)

3 Months Ended

Mar. 31, 2014

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs [Table Text Block]

The following table summarizes the Company's restructuring and other charges as presented in the Condensed Consolidated Statement of Operations (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Employee-related restructuring expenses	$	853		$	517
Fair value adjustments to Continuous Computing contingent consideration liability	—			(740		)
Facility reductions	(6		)	—
Write off of purchased computer software	—			3,068
Net gain from sale of OS-9 software assets	—			(1,575		)
Integration-related expenses	453			—
Restructuring and other charges, net	$	1,300		$	1,270

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

Accrued restructuring, which is included in other accrued liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, consisted of the following (in thousands):

	Severance, payroll taxes and other employee benefits			Facility reductions			Total
Balance accrued as of December 31, 2013	$	1,786		$	961		$	2,747
Additions	911			—			911
Reversals	(58		)	(6		)	(64		)
Expenditures	(1,092		)	(149		)	(1,241		)
Balance accrued as of March 31, 2014	$	1,547		$	806		$	2,353

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Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Radisys Corporation (the “Company” or “Radisys”) has adhered to the accounting policies set forth in its Annual Report on Form 10-K for the year ended December 31, 2013 in preparing the accompanying interim condensed consolidated financial statements. The preparation of these statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Additionally, the accompanying financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Certain prior year balances have been reclassified to conform to the current year’s presentation. Such reclassifications did not affect total cash flows, total net revenues, operating loss, net loss, total assets, total liabilities or shareholders’ equity.

The financial information included herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods.

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Condensed Consolidated Statement of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net income (loss)	$ (10,434)	$ (6,557)
Translation adjustments	126	(194)
Net adjustment for fair value of hedge derivatives (A)	515	108
Other comprehensive income (loss)	641	(86)
Comprehensive income (loss)	$ (9,793)	$ (6,643)

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Stock-based Compensation

3 Months Ended

Mar. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments

Stock-based Compensation

The following table summarizes awards granted under the Radisys Corporation 2007 and LTIP Stock Plans (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	49	490
Restricted stock units	2	3
Performance based restricted stock awards (A)	167	36
Total	218	529

(A) The performance based restricted stock awards are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period.

Stock-based compensation was recognized and allocated as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Cost of sales	$	131	$	130
Research and development	229		249
Selling, general and administrative	761		720
Total	$	1,121	$	1,099

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DEI Document	3 Months Ended
	Mar. 31, 2014	Apr. 29, 2014	Dec. 31, 2013
DEI [Abstract]
Common Stock, Shares, Issued			29,198,000
Entity Registrant Name	Radisys Corporation
Entity Central Index Key	0000873044
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		36,057,696
Common Stock, Shares, Outstanding			29,198,000

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Hedging

3 Months Ended

Mar. 31, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Hedging

The Company’s activities expose it to a variety of market risks, including the effects of changes in foreign currency exchange rates. The Company manages these risks through the use of forward exchange contracts, designated as foreign-currency cash flow hedges, in an attempt to reduce the potentially adverse effects of foreign currency exchange rate fluctuations that occur in the normal course of business. As such, the Company’s hedging activities are employed solely for risk management purposes. All hedging transactions are conducted with, in the opinion of management, financially stable and reputable financial institutions. As of March 31, 2014 and December 31, 2013, the only hedge instruments executed by the Company are associated with its exposure to fluctuations in the Indian Rupee, which result from obligations such as payroll and rent paid in this currency.

These derivatives are recognized on the balance sheet at their fair value. Unrealized gain positions are recorded as other current assets and unrealized loss positions are recorded as other current liabilities. Changes in the fair values of the outstanding derivatives that are highly effective are recorded in other comprehensive income until net income is affected by the variability of the cash flows of the hedged transaction. Typically, hedge ineffectiveness could result when the amount of the Company’s hedge contracts exceed the Company’s forecasted or actual transactions for which the hedge contracts were designed to hedge. Once a hedge contract matures, the associated gain (loss) on the contract will remain in other comprehensive income (loss) until the underlying hedged transaction affects net income (loss), at which time the gain (loss) will be reclassified out of accumulated other comprehensive income (loss) and recorded to the expense line item being hedged. The Company only enters into derivative contracts in order to hedge foreign currency exposure, and these contracts do not exceed two years from inception. If the Company entered into a contract for speculative reasons or if the Company’s current hedge position becomes ineffective, changes in the fair values of the derivatives would be recognized in earnings in the current period.

The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives are expected to remain highly effective in future periods. For the three months ended March 31, 2014 and 2013 and for the year ended December 31, 2013, the Company had no hedge ineffectiveness.

During the three months ended March 31, 2014 and 2013, the Company entered into 0 and 12 new foreign currency forward contracts with total notional contractual values of $0.0 million and $2.5 million.

 A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at March 31, 2014 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	12,186	Other current assets	$	587	$	—

A summary of the aggregate contractual or notional amounts, balance sheet location and estimated fair values of derivative financial instruments designated as cash flow hedges at December 31, 2013 is as follows (in thousands):

	Contractual/Notional Amount		Condensed Consolidated Balance Sheet Classification	Estimated Fair Value
Type of Cash Flow Hedge				Asset		(Liability)
Foreign currency forward exchange contracts	$	15,328	Other accrued liabilities	$	—	$	(169	)

The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2014 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	86	$	—	$	—
Research and development	142		—		—
Selling, general and administrative	71		—		—

The effect of derivative instruments on the consolidated financial statements for the three months ended March 31, 2013 was as follows (in thousands):

Effective Portion			Ineffective Portion
Condensed Consolidated Statements of Operations Classification of (Gain) Loss	Hedge (Gain) Loss Reclassified from Accumulated Other Comprehensive Income		Condensed Consolidated Statements of Operations Classification of (Gain) Loss Recognized		Hedge (Gain) Loss Recognized
Cost of sales	$	89	$	—	$	—
Research and development	51		—		—
Selling, general and administrative	38		—		—

The following is a summary of changes to comprehensive income (loss) associated with the Company's hedging activities (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Beginning balance of unrealized loss on forward exchange contracts	$	(875	)	$	(765	)
Other comprehensive income (loss) before reclassifications	216			(70		)
Amounts reclassified from other comprehensive income (loss)	299			178
Other comprehensive income (loss)	515			108
Ending balance of unrealized loss on forward exchange contracts	$	(360	)	$	(657	)

Over the next twelve months, the Company expects to reclassify into earnings a loss of approximately $0.1 million currently recorded as other comprehensive loss, as a result of the maturity of currently held forward exchange contracts.

The bank counterparties in these contracts expose the Company to credit-related losses in the event of their nonperformance. However, to mitigate that risk, the Company only contracts with counterparties who meet its minimum requirements regarding counterparty credit worthiness. In addition, the Company monitors credit ratings, credit spreads and potential downgrades prior to entering into any new hedging contracts.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 42,264	$ 25,482
Accounts receivable, net	37,547	41,359
Other receivables	4,347	2,634
Inventories, net	23,891	25,409
Other current assets	6,677	4,688
Deferred tax assets, net	1,173	1,121
Total current assets	115,899	100,693
Property and equipment, net	13,474	14,854
Intangible assets, net	53,159	56,510
Long-term deferred tax assets, net	2,526	2,686
Other assets	1,423	1,442
Total assets	186,481	176,185
Current liabilities:
Accounts payable	32,245	35,081
Accrued wages and bonuses	4,326	5,547
Deferred Revenue	10,958	8,167
Convertible senior notes	18,000	0
Line of Credit Facility, Amount Outstanding	15,000	15,000
Other accrued liabilities	9,412	9,978
Total current liabilities	89,941	73,773
Long-term liabilities:
Convertible senior notes	0	18,000
Other long-term liabilities	3,416	3,276
Total long-term liabilities	3,416	21,276
Total liabilities	93,357	95,049
Shareholders' equity:
Common stock — no par value, 100,000 shares authorized; 28,173 and 27,949 shares issued and outstanding at June 30, 2012 and December 31, 2011	331,151	309,370
Accumulated deficit	(239,524)	(229,090)
Accumulated other comprehensive income:
Cumulative translation adjustments	1,857	1,731
Unrealized loss on hedge instruments	(360)	(875)
Total accumulated other comprehensive income	1,497	856
Total shareholders’ equity	93,124	81,136
Total liabilities and shareholders' equity	$ 186,481	$ 176,185

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Short-Term Borrowings

3 Months Ended

Mar. 31, 2014

Short-term Debt [Abstract]

Short-term Debt

Short-Term Borrowings

Silicon Valley Bank

At the beginning of the first quarter of 2014, the Company had a $35.0 million secured revolving line of credit agreement (as amended, the "Agreement") with Silicon Valley Bank ("SVB") with a stated maturity date of July 28, 2016. On March 14, 2014, the Company entered into an amended and restated 25.0 million revolving line of credit agreement with SVB (the "2014 Agreement") that replaces the Agreement and has a stated maturity date of July 28, 2016. The secured revolving credit facility under the 2014 Agreement is available for cash borrowings and is subject to a borrowing formula based upon eligible accounts receivable less outstanding letters of credit (aggregate letters of credit are not to exceed $1,000,000). Eligible accounts receivable include 80% of U.S. and 65% of foreign accounts receivable (80% in certain cases), not greater than 60 days past original invoice date. The interest rate is dependent upon the Company's Liquidity (as defined in the 2014 Agreement) when compared to a pre-determined threshold (the "Liquidity Threshold"), which is defined in the 2014 Agreement as $15.0 million, with the exception of the last month end of each quarter, where it is defined as $20.0 million. Liquidity is calculated under the 2014 Agreement as unrestricted cash plus unused availability on the revolving line of credit; however, if the Company's 4.50% convertible senior notes due 2015 (the "2015 convertible senior notes") are not renewed or refinanced 120 days prior to their maturity date, which is February 15, 2015, Liquidity (for purposes of testing against the Liquidity Threshold) will be reduced by the outstanding principal amount of the 2015 convertible senior notes. The calculation of interest under the 2014 Agreement is as follows:

• When Liquidity is above the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 0.75% ; and

• When Liquidity is below the Liquidity Threshold, the interest rate is the prime rate (as published in Wall Street Journal) plus 2.25%.

Under the 2014 Agreement, the Company is required to make interest payments monthly. The Company was further required to pay a loan modification fee of $35,000 and will be required to pay a commitment fee equal to $35,000 on July 29, 2014 and annually thereafter. Under the 2014 Agreement the Company is required to pay the higher of actual monthly interest incurred or the interest equivalent of $10.0 million in average monthly borrowings. If the Company terminates the commitment under the 2014 Agreement prior to the maturity date, the Company is required to pay a cancellation fee equal to 1.5% of the commitment under the 2014 Agreement.

The 2014 Agreement requires the Company to make certain representations, warranties and other agreements that are customary in credit agreements of this type. The 2014 Agreement also includes a financial covenant that requires the Company to maintain minimum Liquidity of $10.0 million tested monthly.

As of March 31, 2014 and December 31, 2013, the Company had outstanding balances of $15.0 million and $15.0 million issued on its behalf under the 2014 Agreement and the Agreement, respectively. At March 31, 2014, the Company had $4.1 million of total borrowing availability remaining under the 2014 Agreement. At March 31, 2014, the Company was in compliance with all covenants under the 2014 Agreement.

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Accrued Restructuring

3 Months Ended

Mar. 31, 2014

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

Restructuring and Other Charges

The following table summarizes the Company's restructuring and other charges as presented in the Condensed Consolidated Statement of Operations (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Employee-related restructuring expenses	$	853		$	517
Fair value adjustments to Continuous Computing contingent consideration liability	—			(740		)
Facility reductions	(6		)	—
Write off of purchased computer software	—			3,068
Net gain from sale of OS-9 software assets	—			(1,575		)
Integration-related expenses	453			—
Restructuring and other charges, net	$	1,300		$	1,270

Restructuring and other charges includes expenses incurred for employee terminations due to a reduction of personnel resources resulting from modifications of business strategy or business emphasis. Employee-related restructuring expenses include severance benefits, notice pay and outplacement services. Restructuring and other charges may also include expenses incurred associated with acquisition or divestiture activities, facility abandonments and other expenses associated with business restructuring actions.

For the three months ended March 31, 2014, the Company recorded the following restructuring charges:

• $0.9 million net expense relating to the severance of employees in connection with the previously reported Penang site closure, as well as severance for 12 additional employees, net of reductions resulting from changes in previously estimated amounts for employee severance and associated payroll costs; and

• $0.5 million net expense principally associated with asset write-offs and personnel overlap resulting from resource consolidation primarily associated with the Shanghai and Penang site closures.

For the three months ended March 31, 2013, the Company recorded the following restructuring and other charges:

• $1.6 million net gain from the sale of the Company's OS-9 software assets;

• $3.1 million expense relating to the write off of the Company's Security Gateway ("SEG") purchased computer software;

• $0.5 million net expense for the severance of nine employees, net of reduction resulting from changes in previously estimated amounts for employee severance and associated payroll costs; and

• $0.7 million gain due to the decrease in fair value of Continuous Computing contingent consideration liability.

Accrued restructuring, which is included in other accrued liabilities and other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013, consisted of the following (in thousands):

	Severance, payroll taxes and other employee benefits			Facility reductions			Total
Balance accrued as of December 31, 2013	$	1,786		$	961		$	2,747
Additions	911			—			911
Reversals	(58		)	(6		)	(64		)
Expenditures	(1,092		)	(149		)	(1,241		)
Balance accrued as of March 31, 2014	$	1,547		$	806		$	2,353

Of the$2.4 millionaccrued restructuring atMarch 31, 2014,$0.2 million is included inother long-term liabilities with the remaining balance being included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

The Company evaluates the adequacy of the accrued restructuring charges on a quarterly basis. Reversals are recorded in the period in which the Company determines that expected restructuring obligations are less than the amounts accrued.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Raw materials	$	22,935		$	22,416
Work-in-process	465			1,194
Finished goods	9,188			9,644
	32,588			33,254
Less: inventory valuation allowance	(8,697		)	(7,845		)
Inventories, net	$	23,891		$	25,409

Charges Associated with Inventory [Table Text Block]

The Company recorded the following charges associated with the valuation of inventory, inventory deposit and the adverse purchase commitment liability (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Inventory, net	$	1,162	$	1,038
Adverse purchase commitments	(127)		(32)

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Segment Information

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Segment Reporting Disclosure

Segment Information

The Company's Chief Operating Decision Maker, Radisys' Chief Executive Officer, reviews the Company's results of operations on a consolidated level and executive staff is structured by function rather than by product category. Additionally, key resources, decisions, and assessment of performance are also analyzed on a company-wide level. Due to these factors, the Company is one operating segment.

Generally, the Company's customers are not the end-users of its products. The Company ultimately derives revenues from the following four product groups (in thousands):

	Three Months Ended
	March 31,
	2014		2013
ATCA Platforms	$	23,192	$	34,818
Software-Solutions	7,841		11,649
COM Express and Rackmount Server	10,461		14,627
Other Products	2,305		7,084
Total revenues	$	43,799	$	68,178

Revenues by geographic area were as follows (in thousands):

	Three Months Ended
	March 31,
	2014		2013
United States	$	15,706	$	26,050
Other North America	1,124		652
China	7,027		6,745
Japan	7,208		8,560
Other Asia Pacific	3,260		11,217
Asia Pacific ("APAC")	17,495		26,522
Europe, the Middle East and Africa (“EMEA”)	9,474		14,954
Foreign Countries	28,093		42,128
Total	$	43,799	$	68,178

Long-lived assets by geographic area are as follows (in thousands):

	March 31, 2014		December 31, 2013
Property and equipment, net
United States	$	6,600	$	7,421
Other North America	836		942
China	3,135		3,396
Other APAC	147		185
Total APAC	3,282		3,581
India	2,745		2,893
Other EMEA	11		17
Total EMEA	2,756		2,910
Foreign Countries	6,874		7,433
Total property and equipment, net	$	13,474	$	14,854
Intangible assets, net
United States	$	53,159	$	56,474
Other North America	—		36
Total intangible assets, net	$	53,159	$	56,510

The following customers accounted for more than 10% of the Company's total revenues:
	Three Months Ended
	March 31,
	2014	2013
Nokia Siemens Networks	18.0%	17.4%
Philips Medical	14.2%	N/A
NEC	13.7%	14.5%

The following customers accounted for more than 10% of accounts receivable:
	March 31, 2014	December 31, 2013
Nokia Siemens Networks	22.4%	20.7%
Philips Medical	13.1%	N/A
NEC	13.7%	N/A

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Basic and Diluted Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Basic and Diluted Net Loss per Share

A reconciliation of the numerator and the denominator used to calculate basic and diluted net loss per share is as follows (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2014			2013
Numerator — Basic
Net loss	$	(10,434	)	$	(6,557	)
Numerator — Diluted
Net loss	$	(10,434	)	$	(6,557	)
Interest on convertible notes, net of tax benefit (B)	—			—
Net loss, diluted	$	(10,434	)	$	(6,557	)
Denominator — Basic
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Denominator — Diluted
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Effect of escrow shares (A)	—			—
Effect of convertible notes (B)	—			—
Effect of dilutive restricted stock units (C)	—			—
Effect of dilutive stock options (C)	—			—
Weighted average shares used to calculate net loss per share, diluted	29,864			28,470
Net loss per share
Basic	$	(0.35	)	$	(0.23	)
Diluted	$	(0.35	)	$	(0.23	)

(A) For the three months ended March 31, 2014 there were no remaining contingently issuable shares outstanding. For the three months ended March 31, 2013, 0.1 million contingently issuable shares were excluded from the calculation as their effect would have been anti-dilutive.

(B) For the three months ended March 31, 2014 and 2013, 2.1 million and 2.8 million as-if converted shares associated with the Company's convertible senior notes were excluded from the calculation as their effect would have been anti-dilutive.

(C) For the three months ended March 31, 2014 and 2013, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	3,188	2,892
Restricted stock units	282	488
Performance based restricted stock units (D)	674	985
Total equity award shares excluded	4,144	4,365

(D) Shares under the Long-Term Incentive Plan ("LTIP") are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period. Based on this formula, the maximum number of shares that could be earned was 1.8 million and 2.1 million for the three months ended March 31, 2014 and 2013.

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Convertible Debt

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Long-term Debt

Convertible Debt

2013 Convertible Senior Notes

On February 15, 2013, the Company repaid at maturity the entire outstanding balance of the 2.75% convertible senior notes due 2013 (the "2013 convertible senior notes") in accordance with the terms thereof.

2015 Convertible Senior Notes

On June 20, 2012, the Company entered into subscription agreements with certain holders of the Company's 2013 convertible senior notes. Pursuant to the subscription agreements, on June 29, 2012 the Company exchanged $18.0 million aggregate principal amount of the 2013 convertible senior notes for $18.0 million aggregate principal amount of the 2015 convertible senior notes. The 2015 convertible senior notes mature on February 15, 2015. Holders of the 2015 convertible senior notes may convert their notes into a number of shares of the Company's common stock determined as set forth in the indenture governing the notes at their option on any day to and including the business day prior to the maturity date. The 2015 convertible senior notes are initially convertible into 117.2333 shares of the Company's common stock per $1,000 principal amount of the notes (which is equivalent to a conversion price of approximately $8.53 per share), subject to adjustment upon the occurrence of certain events. Upon the occurrence of a fundamental change, holders of the 2015 convertible senior notes may require the Company to repurchase some or all of their notes for cash at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any 2015 convertible senior notes converted in connection with such fundamental changes by a specified number of shares of the Company's common stock. The 2015 convertible senior notes are the Company's general unsecured obligations and rank equal in right of payment to all of its existing and future senior indebtedness, and senior in right of payment to the Company's future subordinated debt. The Company's obligations under the 2015 convertible senior notes are not guaranteed by, and are effectively subordinated in right of payment to all existing and future obligations of its subsidiaries and are effectively subordinated in right of payment to its future secured indebtedness to the extent of the assets securing such debt.

As of March 31, 2014 and December 31, 2013, the Company had outstanding 2015 convertible senior notes with a face value of $18.0 million. As of March 31, 2014 and December 31, 2013, the fair values of our 2015 convertible senior notes were $17.9 million and $17.8 million, which are based on the most recent quoted prices of the Company's publicly traded debt on each balance sheet date.

The following table outlines the effective interest rate, contractually stated interest costs, and costs related to the amortization of issuance costs for the Company's 2013 and 2015 convertible senior notes:

	Three Months Ended
	March 31,
	2014			2013
Effective interest rate of 2013 convertible senior notes	NA			3.73		%
Effective interest rate of 2015 convertible senior notes	4.50		%	4.50		%
Contractually stated interest costs	$	203		$	261
Amortization of issuance costs	$	11		$	28

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

Commitments and Contingencies

Adverse Purchase Commitments

The Company is contractually obligated to reimburse its contract manufacturer for the cost of excess inventory used in the manufacture of the Company's products, if there is no alternative use. This liability, referred to as adverse purchase commitments, is presented in other accrued liabilities in the accompanying Condensed Consolidated Balance Sheets. Estimates for adverse purchase commitments are derived from reports received on a quarterly basis from the Company's contract manufacturer. Increases to this liability are charged to cost of sales. If and when the Company takes possession of inventory reserved for in this liability, the liability is transferred from other accrued liabilities to the excess and obsolete inventory valuation allowance (Note 4 —Inventories).

In November 2013, the Company notified its existing contract manufacturer of the Company's intent to transition manufacturing to another contract manufacturer co-located with the Company's Shenzhen site. Upon notification of intent to terminate the relationship, the manufacturing agreement contractually obligates the Company to purchase all inventories in excess of ninety days demand. As of March 31, 2014 the existing contract manufacturer has yet to invoke this clause and therefore an inventory deposit and offsetting liability have not been reflected on the Condensed Consolidated Balance Sheets to account for the additional potential inventory deposit. The value of the potential liability in excess of the current adverse purchase commitment was $3.7 million at March 31, 2014.

Guarantees and Indemnification Obligations

As permitted under Oregon law, the Company has agreements whereby it indemnifies its officers, directors and certain finance employees for certain events or occurrences while an officer, director or employee is or was serving in such capacity at the request of the Company. The term of the indemnification period is for the officer's, director's or employee's lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a Director and Officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts paid. To date, the Company has not incurred any costs associated with these indemnification agreements and, as a result, management believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of March 31, 2014.

The Company enters into standard indemnification agreements in its ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to the Company's current products, as well as claims relating to property damage or personal injury resulting from the performance of services by us or the Company's subcontractors. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is generally limited. Historically, the Company's costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and accordingly management believes the estimated fair value of the agreements is immaterial.

Accrued Warranty

The Company provides for the estimated cost of product warranties at the time it recognizes revenue. Products are generally sold with warranty coverage for a period of 12 or 24 months after shipment. Parts and labor are covered under the terms of the warranty agreement. The workmanship of the Company’s products produced by the contract manufacturer is covered under warranties provided by the contract manufacturer for 12 months. The warranty provision is based on historical experience by product family. The Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its components suppliers; however ongoing failure rates, material usage and service delivery costs incurred in correcting product failure, as well as specific product class failures out of the Company’s baseline experience, affect the estimated warranty obligation. If actual product failure rates, material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required.

The following is a summary of the change in the Company's warranty accrual reserve (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Warranty liability balance, beginning of the period	$	3,328		$	3,954
Product warranty accruals	433			1,147
Utilization of accrual	(683		)	(1,212		)
Warranty liability balance, end of the period	$	3,078		$	3,889

At March 31, 2014 and December 31, 2013, $2.4 million and $2.6 million of the warranty liability balance was included in other accrued liabilities and $0.7 million and $0.7 million was included in other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets.

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure

Income Taxes

The Company's effective tax rate for the three months ended March 31, 2014 differs from the statutory rate due to a full valuation allowance provided against its United States (“U.S.”) net deferred tax assets, a partial valuation allowance against Canadian deferred tax assets, and taxes on foreign income that differ from the U.S. tax rate. The Company’s effective tax rate for the three months ended March 31, 2013 differs from the statutory rate due the full valuation allowance provided against its U.S. net deferred tax assets, Canadian research and experimental development claims, and taxes on foreign income that differ from the U.S. tax rate. 

The Company utilizes the asset and liability method of accounting for income taxes. The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon the Company's review of all positive and negative evidence, including its three year U.S. cumulative pre-tax book loss and taxable loss, it concluded that a full and a partial valuation allowance should continue to be recorded against its U.S. and Canadian net deferred tax assets at March 31, 2014. In certain other foreign jurisdictions, where the Company does not have cumulative losses or other negative evidence, the Company had net deferred tax assets of $3.7 million and $3.8 million at March 31, 2014 and December 31, 2013.  In the future, if the Company determines that it is more likely than not that it will realize its US and Canadian net deferred tax assets, it will reverse the applicable portion of the valuation allowance and recognize an income tax benefit in the period in which such determination is made.

The Company's unrecognized tax benefits and related interest and penalties during the three months ended March 31, 2014 increased by $223,000 primarily due to uncertain tax exposures. The ending balance for the unrecognized tax benefits was approximately $3.6 million at March 31, 2014. The related interest and penalties were $0.5 million and $0.3 million. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

The Company is currently under tax examination in India. The periods covered under examination are the Company's financial years 2006 through 2008 and 2010. The examination is in various stages of appellate proceedings and all material uncertain tax positions associated with the examination have been taken into account in the ending balance of the unrecognized tax benefits at March 31, 2014. As of March 31, 2014, the Company is not under examination by tax authorities in any other jurisdictions.

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Inventories (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Inventory, Net [Abstract]
Raw materials	$ 22,935,000		$ 22,416,000
Work-in-process	465,000		1,194,000
Finished goods	9,188,000		9,644,000
Inventory, Gross	32,588,000		33,254,000
Less: inventory valuation allowance	(8,697,000)		(7,845,000)
Inventories, net	23,891,000		25,409,000
Other Inventory, Materials, Supplies and Merchandise under Consignment, Gross, Contract Manufacturing Partner	10,800,000
Other Inventory, Materials, Supplies and Merchandise under Consignment, Gross	11,900,000		12,000,000
Inventory, net	1,162,000	397,000
Inventory Charges, Inventory Valuation, Deposit And Adverse Purchase Commitment Liability	1,162,000	1,038,000
Adverse Purchase Commitments	$ (127,000)	$ (32,000)

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2014

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

The following table summarizes the fair value measurements for the Company's financial instruments (in thousands):

	Fair Value Measurements as of March 31, 2014
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,861		$	—	$	1,861		$	—
Deferred compensation liability (A)	(1,068		)	—		(1,068		)	—
Foreign currency forward contracts	587			—		587			—
Contingent consideration liability	(419		)	—		—			(419		)
Total	$	961		$	—	$	1,380		$	(419	)

	Fair Value Measurements as of December 31, 2013
	Total			Level 1		Level 2			Level 3
Cash surrender value of life insurance contracts (A)	$	1,866		$	—	$	1,866		$	—
Deferred compensation liability (A)	(1,276		)	—		(1,276		)	—
Foreign currency forward contracts	(169		)	—		(169		)	—
Contingent consideration liability	(390		)	—		—			(390		)
Total	$	31		$	—	$	421		$	(390	)

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table summarizes our Level 3 activity for the Company's contingent consideration liability (in thousands):

	Level 3
Balance at December 31, 2013	$	390
Change in estimate	—
Payments	—
Accretion	29
Balance at March 31, 2014	$	419

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The following is a summary of the change in the Company's warranty accrual reserve (in thousands):

	Three Months Ended
	March 31,
	2014			2013
Warranty liability balance, beginning of the period	$	3,328		$	3,954
Product warranty accruals	433			1,147
Utilization of accrual	(683		)	(1,212		)
Warranty liability balance, end of the period	$	3,078		$	3,889

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Segment Information - Accounts Receivable (Details)	3 Months Ended
	Mar. 31, 2014 Nokia Siemens Networks [Member]	Mar. 31, 2013 Nokia Siemens Networks [Member]	Mar. 31, 2014 Nokia Siemens Networks [Member] Accounts Receivable [Member]	Dec. 31, 2013 Nokia Siemens Networks [Member] Accounts Receivable [Member]	Mar. 31, 2014 Arbor Networks [Member]	Mar. 31, 2014 Arbor Networks [Member] Accounts Receivable [Member]	Mar. 31, 2014 NEC [Member]	Mar. 31, 2013 NEC [Member]	Mar. 31, 2014 NEC [Member] Accounts Receivable [Member]
Concentration Risk [Line Items]
Entity-Wide Revenue, Major Customer, Percentage	18.00%	17.40%	22.40%	20.70%	14.20%	13.10%	13.70%	14.50%	13.70%

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Basic and Diluted Net Income (Loss) Per Share - Anti-Dilutive Securities (Details) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Stock Compensation Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,144	4,365
Contingently Issuable Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		100
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,188	2,892
ERROR in label resolution.
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	282	488
Securities Excluded from Computation of Earnings Per Share, Performance Target Not Met, Amount	674	985
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,100	2,800

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Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets Parenthetical (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Balance Sheet Parenthetical [Abstract]
Common Stock, Par Value	$ 0	$ 0
Common Stock, Shares Authorized	100,000	100,000
Common Stock, Shares, Issued		29,198
Common Stock, Shares, Outstanding		29,198

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Inventories

3 Months Ended

Mar. 31, 2014

Inventory Disclosure [Abstract]

Inventory Disclosure

Inventories

Inventories consisted of the following (in thousands):

	March 31, 2014			December 31, 2013
Raw materials	$	22,935		$	22,416
Work-in-process	465			1,194
Finished goods	9,188			9,644
	32,588			33,254
Less: inventory valuation allowance	(8,697		)	(7,845		)
Inventories, net	$	23,891		$	25,409

As of March 31, 2014, the balance of consigned inventory at the Company’s contract manufacturing partner was $10.8 million. Inventory deposit is inventory held at the Company’s outsourced hardware repair service provider.

Consigned inventory is held at third-party locations, including the Company's contract manufacturing partner and customers. The Company retains title to the inventory until purchased by the third-party. The Company is contractually obligated to purchase the inventory on consignment from its contract manufacturer for the cost of excess inventory that is purchased as a result of the Company's forecasted demand when there is no alternative use. Consigned inventory, consisting of raw materials and finished goods was $11.9 million and $12.0 million at March 31, 2014 and December 31, 2013.

The Company recorded the following charges associated with the valuation of inventory, inventory deposit and the adverse purchase commitment liability (in thousands):

	Three Months Ended
	March 31,
	2014		2013
Inventory, net	$	1,162	$	1,038
Adverse purchase commitments	(127)		(32)

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Basic and Diluted Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

(C) For the three months ended March 31, 2014 and 2013, the following equity awards, by type, were excluded from the calculation, as their effect would have been anti-dilutive (in thousands):

	Three Months Ended
	March 31,
	2014	2013
Stock options	3,188	2,892
Restricted stock units	282	488
Performance based restricted stock units (D)	674	985
Total equity award shares excluded	4,144	4,365

(D) Shares under the Long-Term Incentive Plan ("LTIP") are presented based on attainment of 100% of the performance goals being met. The LTIP provides for the grants of awards payable in shares of common stock upon the achievement of performance goals set by the Company's Compensation and Development Committee. In addition to the performance conditions, the awards contain market-based multipliers based on the average price of the Company's common stock thirty days prior to the end of each semi-annual performance period. The maximum multiplier for a given semi-annual performance period is 2.75x the original grant and overall achievement is limited to a maximum of 2.5x of the target award over the entire performance period. Based on this formula, the maximum number of shares that could be earned was 1.8 million and 2.1 million for the three months ended March 31, 2014 and 2013

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

A reconciliation of the numerator and the denominator used to calculate basic and diluted net loss per share is as follows (in thousands, except per share amounts):

	Three Months Ended
	March 31,
	2014			2013
Numerator — Basic
Net loss	$	(10,434	)	$	(6,557	)
Numerator — Diluted
Net loss	$	(10,434	)	$	(6,557	)
Interest on convertible notes, net of tax benefit (B)	—			—
Net loss, diluted	$	(10,434	)	$	(6,557	)
Denominator — Basic
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Denominator — Diluted
Weighted average shares used to calculate net loss per share, basic	29,864			28,470
Effect of escrow shares (A)	—			—
Effect of convertible notes (B)	—			—
Effect of dilutive restricted stock units (C)	—			—
Effect of dilutive stock options (C)	—			—
Weighted average shares used to calculate net loss per share, diluted	29,864			28,470
Net loss per share
Basic	$	(0.35	)	$	(0.23	)
Diluted	$	(0.35	)	$	(0.23	)

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Convertible Debt (Details) (USD $)					3 Months Ended			1 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2013 2013 Convertible Senior Notes [Member]	Mar. 31, 2014 2015 Convertible Senior Notes [Member]	Mar. 31, 2014 Convertible Senior Notes [Member]	Mar. 31, 2013 Convertible Senior Notes [Member]	Mar. 31, 2013 Convertible Senior Notes [Member] 2013 Convertible Senior Notes [Member]	Jun. 29, 2012 Convertible Senior Notes [Member] 2015 Convertible Senior Notes [Member]	Mar. 31, 2014 Convertible Senior Notes [Member] 2015 Convertible Senior Notes [Member]	Mar. 31, 2013 Convertible Senior Notes [Member] 2015 Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Convertible Notes Payable, Current	$ 18,000,000	$ 0		$ 18,000,000
Convertible senior notes	0	18,000,000	18,000,000
Debt Instrument, Convertible, Conversion Ratio								117.2333
Debt Instrument, Convertible, Conversion Ratio, Principal Amount								1,000
Debt Instrument, Convertible, Conversion Price								$ 8.53
Debt Instrument, Call Feature, Call Price, Percent of Principal								100.00%
Debt Instrument, Interest Rate, Effective Percentage							3.73%		4.50%	4.50%
Contractually stated interest costs					203,000	261,000
Amortization of interest costs					11,000	28,000
Short-term Debt, Fair Value	$ 17,900,000	$ 17,800,000

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Significant Accounting Policies Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

The preparation of these statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Additionally, the accompanying financial data as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading.